FEIB - AGM Information 2021 | FinancialReports.eu

Handbook for 2021 Annual Shareholders’ Meeting 1

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2021 Annual Shareholders’ Meeting Agenda .......................................... 3 Report Items (Non-Voting Items) ................................................................ 4 1. 2020 Business Report .......................................................................... 4 2. 2020 Financial Statements ................................................................... 4 3. Audit Committee’s Review Report for 2020 Business Report and Financial Statements .............................................................................. 4 4. Summary of 2020 Employees’ Compensation and Directors’ Remuneration ......................................................................................... 4 5. Summary of Financial Debentures Issued in 2020 ............................... 5 Approval Items (Voting Items) .................................................................... 6 1. 2020 Business Report and Financial Statements ................................. 6 2. 2020 Earnings Distribution ..................................................................... 7 Proposed Resolutions and Election of Directors (Voting Items) ............. 8 1. Amendment of Articles of Incorporation of Far Eastern International Bank ....................................................................................................... 8 2. Amendment of Rules Governing Conduct of Shareholders' Meeting of Far Eastern International Bank ........................................................... 9 3. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends .............................................................................................. 10 4. Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties ..................................................................................... 11 5. Election of the 11[th] Term of Board of Directors ..................................... 13 6. Waiver of Non-Competition Binding to Directors .................................... 14 Questions and Motions (Voting Items) ...................................................... 14

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Attachments ................................................................................................. 15	Attachments ................................................................................................. 15
I	2020 Business Report ........................................................................ 15
II	Independent Auditors’ Report & 2020 Financial Statements ............... 19
III	Audit Committee’s Review Report for 2020 Business Report and
	Financial Statements .......................................................................... 39
IV	Amendment of Articles of Incorporation of Far Eastern International
	Bank ..................................................................................................... 40
V	Amendment of Rules Governing Conduct of Shareholders' Meeting
	of Far Eastern International Bank ......................................................... 47
VI	List of Candidates for Director Election ................................................ 49
VII	Current Shareholding of Directors and Independent Directors ............. 53
VIII	Impact of Stock Dividends on Operating Results,
	Earnings per Share and Shareholders’ Return on Investment ............. 54
General Information ..................................................................................... 55
I	Articles of Incorporation of Far Eastern International Bank .................. 55
II	Rules Governing Conduct of Shareholders’ Meeting of Far
	Eastern International Bank ................................................................... 65
III	Guidelines for Electing Directors of Far Eastern International Bank ..... 69

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Far Eastern International Bank (FEIB) 2021 Annual Shareholders’ Meeting

Date: Friday, June 18, 2021

Time: 9:00 a.m., Taipei time

Place: Auditorium of Taipei Hero House, No. 20, Changsha Street, Section 1, Taipei, Taiwan

Meeting Agenda

Chairperson’s remarks

Report Items (Non-Voting Items)

2020 Business Report
2020 Financial Statements
Audit Committee’s Review Report for 2020 Business Report and Financial Statements
Summary of 2020 Employees’ Compensation and Directors’ Remuneration
Summary of Financial Debentures Issued in 2020

Approval Items (Voting Items)

2020 Business Report and Financial Statements
2020 Earnings Distribution

Proposed Resolutions and Election of Directors (Voting Items)

Amendment of Articles of Incorporation of Far Eastern International Bank
Amendment of Rules Governing Conduct of Shareholders' Meeting of Far Eastern International Bank
Proposal of Issuing New Shares - to Capitalize Shareholder Dividends
Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties
Election of the 11[th] Term of Board of Directors
Waiver of Non-Competition Binding to Directors

Questions and Motions (Voting Items)

Adjourned

The English version is the translation of the Chinese version and the Chinese version shall prevail, if any discrepancy.

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Report Items (Non-Voting Items)

1. 2020 Business Report

The 2020 business report is detailed in Attachment I.

2. 2020 Financial Statements

The 2020 financial statements and the independent auditors’ report by Deloitte & Touche are detailed in Attachment II. (The 2020 financial statements are also available at http://mops.twse.com.tw)

3. Audit Committee’s Review Report for 2020 Business Report and Financial Statements

The Audit Committee’s review report is detailed in Attachment III.

4. Summary of 2020 Employees’ Compensation and Directors’ Remuneration

i. According to the Bank’s “Articles of Incorporation”, the Bank’s employees’ compensation and directors’ remuneration are allocated as 3.5%-4.5% of income before tax, employees’ compensation and directors’ remuneration (IBTCR) and no greater than 1.5% of IBTCR, respectively.
ii. The income before tax, employees’ compensation and directors’ remuneration (IBTCR) in 2020 is NT$ 2,961,129,174. Based on board resolution on March 26, 2021, the Bank’s 2020 employees’ compensation and directors’ remuneration are NT$116,261,000 (or 3.93% of IBTCR) and NT$38,754,000 (or 1.31% of IBTCR), respectively, and all paid in cash. The allocated amount of employees’ compensation and directors’ remuneration are consistent with the estimated amount disclosed in the financial statements of 2020.

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5. Summary of Financial Debentures Issued in 2020

i. The issuance of FEIB financial debentures in 2020 ：

Tranch	Tranch
		1st subordinated bank debenture issued in 2020
Item



		On 3/26/2020, the Board approved issuing of subordinated
Date of board
		debentures up to NT$ 4 billion and senior unsecured financial
resolution
		debentures up to NT$ 6 billion (or equivalent in other currencies)



Tenor		From 11/26/2020 to 11/26/2027 (7 years)


Amount		NT$ 1.6 billion


Coupon		0.75% p.a. , fixed


		To enhance the Bank's BIS ratio and finance the Bank's long
Use of proceeds
		term funding needs



Repayment		Bullet, at maturity


Guarantor		None

Approval authority
	Entity	Financial Supervisory Commission


	Date	5/15/2020


	Doc. No.	FSC No.1090137015

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Approval Items (Voting Items)

1. 2020 Business Report and Financial Statements

The Board of Directors recommends shareholders vote FOR 2020 business report and financial statements.

Explanatory Notes:

i. The Audit Committee has reviewed the business report and the audited financial statements (certified by Chun-Hung Chen, CPA, and Yin-Chou Chen, CPA, of Deloitte & Touche) of the Bank for the year ended Dec. 31, 2020 and found the reports acceptable.
ii. The 2020 business report, the independent auditors’ report & 2020 financial statements, and Audit Committee’s review report are detailed in Attachment I, II, and III.
iii. Please vote FOR.

Resolutions:

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2. 2020 Earnings Distribution

The Board of Directors recommends shareholders vote FOR 2020 earnings distribution.

Explanatory Notes:

Explanatory Notes:
i. The Bank’s 2020 earnings distribution is as follows: Unappropriated earnings - beginning Net income Adjustment on retained earnings for remeasurement of defined benefit plans Adjustment to retailed earnings, for income / loss of disposal of equity investment at fair value through other comprehensive income Legal reserve Reverse of special reserve Distributable earnings Earnings distribution: Shareholder dividends Unappropriated earnings - ending	(Unit: NT$) 769,024,813 2,518,703,463 130,936,438 (159,571,685) (747,020,465) 17,621,005
	2,529,693,569 1,782,669,998
	747,023,571

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

Cash dividend Stock dividend Total	Per share 0.326 0.191 0.517	Total amount
		1,124,082,048 658,587,950
		1,782,669,998

The net income of 2020 is to be distributed first. The cash dividend 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 revenue” of the Bank.

iii. Dividends will be distributed on the ex-dividend (ex-right) date which is to be determined by Board of Directors after 2021 annual shareholders’ meeting. Dividend per share as referred above is calculated based on the number of shares outstanding on December 31, 2020. The Board of Directors is authorized to adjust cash and stock dividend payout ratio within the total dividend 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:

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Proposed Resolutions and Election of Directors (Voting Items)

1. Amendment of Articles of Incorporation of Far Eastern International Bank

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

Explanatory Notes:

i. Article 4-1 is amended for allowing voting and election rights of preferred shares in the shareholders’ meeting, according to different terms of preferred shares stimulated for different purpose of issuing.
Article 5-4 and 5-5 are amended to delete provisions related to preferred shares, to save duplicated provision as amended in Article 4-1.
ii. Article 5 is amended to reflect the Bank’s share issuing format, such as shares of the Bank are registered shares, according to Article 25 Paragraph 1 of the Banking Act, and shares of the Bank are issued scripless.
iii. A comparison table of above amendments is detailed in Attachment IV.
iv. Please vote FOR.

Resolutions:

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2. Amendments of Rules Governing Conduct of Shareholders' Meeting of Far Eastern International Bank

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

Explanatory Notes:

i. With reference to the Bank’s actual practice and to the exemplary sample of “Rules of Procedure for Shareholders’ Meeting of XX Co.” published by Taiwan Stock Exchange, the Article 10, 11 & 13 of “Rules Governing Conduct of Shareholders' Meeting of Far Eastern International Bank” are amended accordingly.
ii. A comparison table of above amendments is detailed in Attachment V.
iii. Please vote FOR.

Resolutions:

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3. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends

The Board of Directors recommends shareholders vote FOR capitalization of 2020 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$658,587,950 shareholder dividends from 2020 earnings distribution is proposed by issuing 65,858,795 new shares at par of NT$10 per share.
ii. Allotment method: The 65,858,795 new shares are distributed in accordance with the shareholding record in the shareholder registrar on the dividend ex-right date, for 19.1 shares per 1,000 shares. For odd shares, two or more shareholders may, within the specific 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 outstanding 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 the employee shareholding trust of the Bank. The rights and obligations of new shares are the same as those of existing shares.
iii. The distributable number of dividend shares as referred to above is estimated based on the number of shares outstanding on Dec. 31, 2020. The Board of Directors is authorized to adjust stock dividend payout ratio within the total dividend 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 2021 annual shareholders’ meeting.
v. Please vote FOR.

Resolutions:

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4. 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 11, 2020 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 resolution 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, added back price discounted for capital reduction.
  - (2) The simple averaged closing price of 30 business days prior to the pricing date, minus dividends, added back price discounted 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, pursuant to government regulation, based on the reference price or theoretical price as above, and by taking into account of 3-year lock-up period promulgated by the Securities and Exchange Act, is deemed reasonable.

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(ii) The selection, purpose, necessity and benefits of allying with the specific parties:
1. Selection of the specific parties and purpose: The strategic investors are selected based on qualification criteria specified in Article 43-6 of the Securities and Exchange Act, for those who are able to assist the Bank expanding sales channels, growing customer base, improving service quality, and reducing operation costs.
2. Necessity: 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 risk-taking capacity under Basel III, and supporting the Bank’s longterm development.
3. Benefits: The Bank’s competitiveness and profitability will be enhanced via management participation of the specific parties.
(iii) The justification of private placement:
1. The justification of no public offering: In considering the transaction timing, cost, and needs from allying with the strategic investors, public offering is less feasible. Plus, the long-term business cooperation relationship with the partners would be secured by the 3-year lock-up period of investment per private placement regulation.
2. The amount of private placement: Within the limit of NT$10 billion or equivalent in foreign currencies, the amount of private placement could be raised by one or two tranches, within the period of 1 year from the shareholders’ meeting resolution date, subject to market conditions and transaction progress with the specific parties.
3. Capital usage plan and anticipated benefits: The capital amount raised by one or two tranches of private placement will be used for expanding the Bank’s business scale and for pursuing strategic alliance opportunities domestically or globally. The anticipated benefits will include strengthening the Bank’s competitiveness, profitability, capital adequacy, and shareholders’ equity.
iv. The major terms of private placement, including number, pricing and terms of new shares, selection of specific parties, the effective date of new capital, plan for use of fund, expected benefit and other related matters, will be determined, after approval of Audit Committee, by Board of Directors per authorization of shareholders' meeting.

The Board of Directors is also authorized by shareholders' meeting resolution to make any necessary adjustment on the issuing terms, after approval of Audit Committee, due to changes of laws, competent authorities' instruction, or changes of market conditions. v. Please vote FOR.

Resolutions:

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5. Election of the 11[th] Term of Board of Directors

The Board of Directors recommends shareholders vote FOR candidates of the 11[th] term of board of directors (including independent directors).

Explanatory Notes:

i. The incumbent 10[th] term board of directors was elected at 2018 shareholders’ meeting for tenor of 3 years from 6/20/2018 to 6/19/2021. The 11[th] term board of directors hence is to be elected at 2021 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 a 3-year tenor, commenced from the date of election.
iii. The directors will be elected from candidates who are nominated by the Board of Directors or by any shareholders with shareholding of 1% or above, during the nomination period from 4/13/2021 to 4/22/2021. During the afore mentioned nomination period, Far Eastern New Century Corp. nominated 8 candidates for directors and 3 candidates for independent directors, which were approved by the board resolution on 5/6/2021. The list of candidates is as Attachment VI.
iv. Please vote FOR.

Resolutions:

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6. 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 Article 209, Paragraph 1, of Company Act, a director who acts anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure approval.
ii. The waiver of non-competition binding to 3 directors, as detailed in the table below, is recommended, based on their professionalism and no conflict of the related company’s business to the Bank.


Position in			Position in	Major business of
	Name	Related company
the Bank			the company	the company



		Da Chung Bills
Director	Mr. Douglas Tong Hsu		Director	Bills Finance
		Finance Corp.


	Representative of
	Far Eastern New	Far Eastern Asset
Director			Director	AMC
	Century Corporation:	Management Corp.

	Mr. Shaw Y. Wang
	Representative of	Deutsche Far
	Far Eastern New	Eastern Asset
Director			Chairman	SITE / SICE
	Century Corporation:	Management

	Mr. Humphrey Cheng	Company Ltd.

iii. Please vote FOR.

Resolutions:

Questions and Motions (Voting Items)

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Attachment I

2020 Business Report

Looking back in 2020, COVID-19 pandemic spread globally, causing slump of global economy, and disruption of trade and supply chains. However, in Taiwan, due to proper containment of COVID-19 pandemic, prosperous recovery in domestic consumption market, and 10 consecutive months of growth in export orders, GDP grew by 3.11% in 2020, the highest among 4 Asia Tigers. Looking forward to 2021, COVID-19 vaccines will help alleviate the pandemic, and the global economy is expected to recover gradually, which would be good for Taiwan's trade expansion and growth in various industries. In the post-pandemic era, the low interest rate environment will continue eroding profitability of Taiwan’s financial industry. Only by accelerating digital finance development, controlling risk management, and strengthening ESG governance will banks be able to achieve goals of business sustainability.

In 2020, global economy went into recession due to pandemic. FEIB nonetheless strived for long-term steady growth, that total asset was NT$680 billion by end of 2020, or 4% growth, and core revenue of net interest income and net fee income also grew by 4%. But, due to increased provision of overseas bad debts, and earning volatility from financial investment, FEIB’s net income was NT$2.519 billion in 2020, earnings per share (EPS) was NT$0.73, or declined by 31%.

FEIB continued core business growth during the pandemic. Digital Banking BU picked up speedy growth, with off-counter rate and digital customer acquisition rate at all-time high at 94% and 41% respectively. Via pioneering “Open Banking” application, the digital sub-brand “Bankee” expanded customer base and deposit balance, and gained numerous award-winning recognition. Retail Banking BU won three wealth management awards from “Wealth Magazine”, was recognized by Financial Management Awards by HK-based “The Asset Magazine” for three consecutive years, grew personal loan, and led niche products of strategicalliance car loans and installment loans as business focus. Corporate Banking BU strengthened risk control, market diversification for asset quality improvement. Amid market volatility, Financial Markets BU structured investment or hedging product for customers, and engaged in investment and trading activity selectively.

FEIB fully engaged in environment, society and corporate governance (ESG) disciplines for business sustainability, which was affirmed by professional ESG evaluation agencies. The actual doing of environmental protection included “The Best Green Lending of the Year in Taiwan” rewarded by " Asian Banking & Finance ", “Green Procurement Benchmark Unit” by Taipei City government, and international certification of “Energy Management” system and “Greenhouse Gas” inventory by BSI. The social welfare activities included donation to the Eden Foundation for 23 consecutive years, corporate and personal relief loans, and preferential – rate deposits for medical staffs. FEIB won TCSA Taiwan Enterprise Sustainability Award,

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the BSI Outstanding Sustainability Award, the TTQS Gold Medal by the Ministry of Labor, and was included as one of the constituent stocks for the Taiwan Sustainability Index, Corporate Governance 100 Index, High Salary 100 Index and Employment 99 Indexes, which all demonstrated FEIB’s actions in achieving sustainable corporate governance.

Looking forward to 2021, FEIB will base on long-term stability growth, continue expanding operation scale, accelerating digital innovation, and stabilizing profitability. Key strategies are to grow the four core businesses with balance, break through total asset size to NT$700 billion, enhance trading income and WM fee income, strengthen risk control, and reduce bad debt losses. The rep. office of Singapore and Ho Chi Minh City will be opened for entering the local ASEAN market. Far East YA Card is launched to increase credit card portfolio. To compete with internet-only banks, digital customer base is to be penetrated by promoting digital accounts via connecting with Group’s ecosystem and big data analytical tool. There are opportunities and challenge in post-epidemic era, so FEIB will exercise sustainability as well as innovation to create value for shareholders, customers, employees and society.

I. Operating Results for 2020 (consolidated financial report)

1. Business Plan and Operating Results (included budget achievement, analysis of profitability)

(NT$MM)

Year Item				Budget
	2020	2019	YoY%
				Achieving %

Total Asset	680,047	654,888	+3.8%	98%
Deposit and Remittance	582,153	537,396	+8.3%	104%
Total Loan	388,857	390,200	-0.3%	93%
Financial Investment	210,495	187,869	+12.0%	-
Equity-Method LongTerm Investment	1,912	1,813	+5.5%	-
Revenue	11,217	11,721	-4.3%	-
Earnings before provision	4,353	4,769	-8.7%	-
Net Income	2,519	3,633	-30.7%	-
EPS(NT$)	0.73	1.05	-30.5%	-

2. Ratings

Fitch Ratings released FEIB rating report on May 22, 2020. FEIB’s foreign currency LT IDR, national long-term rating, foreign currency ST IDR and national short-term rating were remained unchanged at BBB, A+(twn), F3 and F1(twn), respectively, and rating outlooks remained stable. FEIB is considered a reliable financial institution of investment grade.

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3. Research and Development

FEIB worked with Far Eastern Group and various FinTech Co. in developing new digital applications and platforms. Actual achievement included linking with Friday+ app via Open API, becoming the first bank approved for phase II “Open Banking”, working with JOIN for a P2P loan platform, working with ETC for account link digital deposit, and working with BZNK for a fundraising platform. Also, FEIB set up fund transfer by mobile phone number, offered large amount FX transaction on corp. internet banking platform, and upgraded online FX margin trading platform, all of which was to enhance on-line transaction convenience to customers.

4. Structural Changes

The former Retail Banking BU, Consumer Banking and Credit Card BU, and Insurance Agency BU were integrated into a single Retail Banking BU, effective in Jan. 2020. The purpose was to integrate retail asset, investment and liability products, combine on-line and offshore-line selling channel, and centralize marketing and management resources, for a customer-centric retail banking business model.

5. Impact of External Competitions, Legal and Overall Operating Environment

In 2020, central banks in the globe cut interest rates which reduced profitability of banking industry. Yet, the pandemic stimulated contactless economy and then digital banking application. Amid market trend of green financing, corporate governance 3.0, and supervisory requirement on anti-money laundry and counter financing of terrorism, FEIB implemented and enhanced relevant AML rules and ESG guidelines. The Global financial markets boosted record high trading performance, which increased customer’s needs of investment and wealth management. Meanwhile, impact from the US-China Trade War and financing needs from reshoring Taiwanese co. led FEIB’s lending business focus shifted back to domestic market.

II. Operating Plans for 2021

1. Operating Goals

The major operating goals of 2021 (by consolidated financial statements) are summarized as follows:

(1) Total asset: NT$721.8 billion
(2) Total deposit: NT$594.1 billion
(3) Total loan: NT$423.7 billion

2. Policies and Major Strategies

(1) Retail Banking:

The strategy for wealth management is to integrate professional sales teams, introduce

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diversified product pool, and increase business scale. Specifically, strategies to customer coverage is to promote' "Happy Retirement" for revenue of asset management, and offer VIP program to deepen customer loyalty. For lending, key strategy is to promote recovering and revolving mortgage, and develop revolving personal loans to enhance competitiveness of consumer loan products. For risk control, main strategy is to develop an intelligent risk control mechanism for improvement of risk identification capability. In digital banking, strategies are to upgrade digital platform, allow online applications, establish STP process, plus add digital marketing to gain online customer base. For card business, key strategy is to issued Happy+ credit card, ally card benefit with spending to expand new customer source, and leverage big data and AI technology to increase market share and spending.

(2) Corporate Banking:

The pivot of business strategy is to adjust proportion of on-shore and offshore lending for risk diversification. For new business, strategies are to follow reshoring Taiwanese co. to expand new customer base and offer corporate investment and financing solutions, and launch rep. office in Singapore and Vietnam to deepen local business in Asia-Pacific region. For corp. finance, key strategy is to lead domestic and offshore syndication loans, offer structured financing and customized solutions, to increase income contribution from niche products. For transaction banking, strategies are to develop transaction finance, increase and diversify deposits, promote corporate internet banking 2.0 and B2B2C platform, to increase corporate cash management business.

(3) Financial Markets:

Strategy for leading niche business is to upgrade on-line FX margin trading platform, and develop new online customer base. For derivatives, strategies are to deepen relationship with institutional investors, and high NW professional investors, offer structured products to meet customer’s investment and hedging needs. For structured trading, strategy is to introduce quantum trading strategy, develop new structured products, and equip financial engineering based pricing and dealing capability. For investment and trading, strategy is ride with market volatility, balance profit with risk, to increase revenue contribution.

(4) Digital Banking:

The business model is based on digital account for develop of 3 core segments of social banking, BaaP, and BaaS. Via connecting with TSP (Third-Party Service Providers), new Bankee account is developed to process cash flow and create fee income. An "integrated digital platform" is structured to meet digital development needs of the Bank and promote the Bank’s digital transformation.

Chairman：Ching-Ing Hou President：Thomas Chou Chief Accountant：Cindy Chen

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Attachment II

Independent Auditors’ Report & 2020 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, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS ASSETS Cash and cash equivalents Due from the Central Bank and other banks Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Investment in debt instruments at amortized cost, net Securities purchased under resale agreements, net Receivables, net Discounts and loans, net Investment accounted for using the equity method Other financial assets, net Property and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Other assets TOTAL LIABILITIES AND EQUITY LIABILITIES Due to the Central Bank and other banks Funds borrowed from 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 Principal received on structured products Other financial liabilities Provisions Lease liabilities Other liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2020 Amount % $ 6,409,009 1 33,137,664 5 31,757,436 5 177,659,673 26 1,077,764 - 10,960,705 2 21,300,724 3 383,192,769 56 1,911,929 - 6,654,960 1 2,984,953 1 825,209 - 1,648,636 - 212,925 - 313,111 - $ 680,047,467 100 $ 984,839 - 22,340 - 5,196,435 1 3,530,487 1 5,054,390 1 176,737 - 582,152,911 86 22,601,900 3 8,190,621 1 868,202 - 1,063,091 - 839,255 - 622,554 - 631,303,762 93 34,481,044 5 456,426 - 9,547,845 1 23,543 - 3,259,093 1 12,830,481 2 975,754 - 48,743,705 7 $ 680,047,467 100	2019
			Amount % $ 8,929,143 1 27,492,590 4 53,015,441 8 132,309,472 20 2,543,880 - 9,944,957 2 22,575,863 4 384,624,817 59 1,812,522 - 5,547,572 1 2,913,291 1 1,025,968 - 1,674,119 - 249,411 - 228,504 - $ 654,887,550 100 $ 11,137,130 2 - - 3,909,304 1 9,675,529 2 6,703,497 1 365,937 - 537,396,140 82 25,001,900 4 9,476,623 1 1,001,923 - 1,235,204 - 1,040,827 - 659,123 - 607,603,137 93 33,558,193 5 456,426 - 8,458,068 1 76,215 - 4,299,505 1 12,833,788 2 436,006 - 47,284,413 7 $ 654,887,550 100

Handbook for 2021 Annual Shareholders’ Meeting 23

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

INTEREST REVENUES INTEREST EXPENSES NET INTERESTS NET REVENUES AND GAINS OTHER THAN INTEREST Net service fee income Net gain on financial assets and liabilities at fair value through profit or loss Net realized gain on financial assets at fair value through other comprehensive income Loss on disposal of credit assets measured at amortized cost Net foreign exchange gain Shares of profit of associates for using equity method Others Total net revenues other than interest NET REVENUES PROVISION FOR LOSS ON BAD DEBTS EXPENSE, COMMITMENT AND GUARANTEE 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 OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans		2020		Percentage Increase 2019 (Decrease) Amount % % $ 11,874,558 102 (12) 6,416,746 55 (31) 5,457,812 47 11 3,471,360 30 1 2,174,891 18 (39) 117,454 1 (55) - - - 172,648 1 (78) 102,585 1 20 224,930 2 12 6,263,868 53 (17) 11,721,680 100 (4) 511,748 5 186 4,064,363 34 2 689,247 6 5 2,199,445 19 (9) 6,953,055 59 (1) 4,256,877 36 (32) 624,282 5 (41) 3,632,595 31 (31) (30,495) - 637	Percentage Increase 2019 (Decrease) Amount % % $ 11,874,558 102 (12) 6,416,746 55 (31) 5,457,812 47 11 3,471,360 30 1 2,174,891 18 (39) 117,454 1 (55) - - - 172,648 1 (78) 102,585 1 20 224,930 2 12 6,263,868 53 (17) 11,721,680 100 (4) 511,748 5 186 4,064,363 34 2 689,247 6 5 2,199,445 19 (9) 6,953,055 59 (1) 4,256,877 36 (32) 624,282 5 (41) 3,632,595 31 (31) (30,495) - 637
		Amount % $ 10,457,629 93 4,421,002 39 6,036,627 54 3,513,941 31 1,317,959 12 52,611 1 (116,904) (1) 37,986 - 123,012 1 252,254 2 5,180,859 46 11,217,486 100 1,464,719 13 4,140,505 37 722,488 6 2,001,540 18 6,864,533 61 2,888,234 26 369,531 4 2,518,703 22 163,671 2			% (12) (31) 11 1 (39) (55) - (78) 20 12 (17) (4) 186 2 5 (9) (1) (32) (41) (31) 637

(Continued)

Handbook for 2021 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

Gain (loss) on valuation of investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income of associates for using equity method Income tax benefit (expense) 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 Share of other comprehensive income of associates for using equity method Unrealized gain on investments in debt instruments measured at fair value through other comprehensive income Income tax benefit (expense) relating to items that may be reclassified subsequently Other comprehensive income 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		2020		Percentage Increase 2019 (Decrease) Amount % % $ (4,395) - 3,572 2,784 - (77) 6,099 - (637) (26,007) - 1,193 (135,519) (1) 10 2,377 - 1,807 544,887 4 (44) 9,612 - (129) 421,357 3 (46) 395,350 3 29 $ 4,027,945 34 (25) $ 3,632,595 31 (31) $ 4,027,945 34 (25) $1.05 $1.05	Percentage Increase 2019 (Decrease) Amount % % $ (4,395) - 3,572 2,784 - (77) 6,099 - (637) (26,007) - 1,193 (135,519) (1) 10 2,377 - 1,807 544,887 4 (44) 9,612 - (129) 421,357 3 (46) 395,350 3 29 $ 4,027,945 34 (25) $ 3,632,595 31 (31) $ 4,027,945 34 (25) $1.05 $1.05
		Amount % $ 152,606 1 652 - (32,734) - 284,195 3 (121,614) (1) 45,328 - 305,971 3 (2,767) - 226,918 2 511,113 5 $ 3,029,816 27 $ 2,518,703 22 $ 3,029,816 27 $0.73 $0.73			% 3,572 (77) (637) 1,193 10 1,807 (44) (129) (46) 29 (25) (31) (25)

(Concluded)

Handbook for 2021 Annual Shareholders’ Meeting 25

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

		Equity Attributa	ble to Shareholders	of the Parent			Total Equity $ 44,744,740 (17,138)
Share Capital C $ 32,691,859 - 32,691,859 - - - 866,334 866,334 - - - - 33,558,193 - - - 922,851 922,851 - - - - $ 34,481,044	apital Surplus $ 456,426 - 456,426 - - - - - - - - - 456,426 - - - - - - - - - $ 456,426	Re	tained Earnings			Others
					Fo	Fi Exchange Differences on Translating reign Operations $ 53,817 - 53,817 - - - - - - (125,907) (125,907) - (72,090) - - - - - - (124,381) (124,381) - $ (196,471)
		Legal Reserve S $ 7,400,808 - 7,400,808 1,057,260 - - - 1,057,260 - - - - 8,458,068 1,089,777 - - - 1,089,777 - - - - $ 9,547,845	U pecial Reserve $ 36,411 - 36,411 - 39,804 - - 39,804 - - - - 76,215 - (52,672 ) - - (52,672) - - - - $ 23,543	nappropriated Earnings $ 4,211,908 (17,138) 4,194,770 (1,057,260) (39,804) (1,471,134) (866,334) (3,434,532) 3,632,595 (24,867) 3,607,728 (68,461) 4,299,505 (1,089,777) 52,672 (1,570,524) (922,851) (3,530,480) 2,518,703 130,488 2,649,191 (159,123) $ 3,259,093
							44,727,602
							- - (1,471,134) -
							(1,471,134)
							3,632,595 395,350
							4,027,945
							-
							47,284,413
							- - (1,570,524) -
							(1,570,524)
							2,518,703 511,113
							3,029,816
							-
							$ 48,743,705

Handbook for 2021 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision for loss on bad debts expense, commitment and guarantee Net valuation loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expenses Interest revenues Dividends revenue Shares of profit from associates Unrealized net gain on foreign currency exchange Other adjustments Changes in operating assets and liabilities Increase in due from the Central Bank and other banks Decrease (increase) in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income Decrease in investments in debt instruments at amortized cost Increase in receivables Increase in discounts and loans Decrease in due to the Central Bank and other banks Increase in financial liabilities at fair value through profit or loss Decrease in payables Increase in deposits and remittances Decrease in principal received on structured products Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment Proceeds from disposal of property and equipment Increase in other financial assets Increase in other assets Dividends received from associates Net cash used in investing activities	2020 $ 2,888,234 694,566 27,922 1,881,572 167,311 4,421,002 (10,457,629) (106,232) (123,012) (254,189) (34,694) (988,030) 20,406,031 (46,412,075) 1,386,284 (19,626) (3,107,839) (9,942,152) 1,287,131 (1,759,359) 50,325,490 (781,445) 9,499,261 10,776,258 103,732 (4,767,612) (585,949) 15,025,690 (341,345) 90 (1,279,585) (50,904) 69,585 (1,602,159)	2019 $ 4,256,877 661,753 27,494 920,851 (593,942) 6,416,746 (11,874,558) (127,529) (102,585) (17,126) (53,179) (332,619) (6,304,974) (12,661,604) - (1,793,864) (6,737,180) (4,355,330) 1,156,825 (313,594) 31,021,491 (2,925,839) (3,731,886) 11,978,747 127,279 (6,550,917) (310,372) 1,512,851 (415,386) 81 (931,103) (62,452) 71,574 (1,337,286)

(Continued)

Handbook for 2020 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Increase in funds borrowed from the Central Bank and other banks Proceeds from the issuance of bank debentures Repayments of bank debentures Decrease in securities sold under repurchase agreements Repayments of the principal portion of lease liabilities Decrease 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 IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2020 $ 22,340 1,600,000 (4,000,000) (5,701,127) (426,013) (133,721) (45,348) (1,570,524) (10,254,393) (390,274) 2,778,864 34,212,120 $ 36,990,984	2019 $ - 10,000,000 (3,000,000) (4,836,461) (425,934) (434,181) 174,473 (1,471,134) 6,763 (80,491) 101,837 34,110,283 $ 34,212,120

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
		2020 $ 6,409,009 19,621,270 10,960,705 $ 36,990,984	2019 $ 8,929,143 15,338,020 9,944,957 $ 34,212,120

(Concluded)

Handbook for 2020 Annual Shareholders’ Meeting

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Handbook for 2020 Annual Shareholders’ Meeting 29

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30 Handbook for 2020 Annual Shareholders’ Meeting

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32 Handbook for 2020 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS ASSETS Cash and cash equivalents Due from the Central Bank and other banks Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Investment in debt instruments at amortized cost, net Securities purchased under resale agreements, net Receivables, net Discounts and loans, net Investment accounted for using the equity method Other financial assets, net Property and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Other assets TOTAL LIABILITIES AND EQUITY LIABILITIES Due to the Central Bank and other banks Funds borrowed from 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 Principal received on structured products Other financial liabilities Provisions Lease liabilities Other liabilities Total liabilities EQUITY Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2020 Amount % $ 6,054,773 1 33,137,664 5 31,757,436 5 177,659,673 26 1,077,764 - 10,960,705 2 19,282,241 3 383,192,769 56 4,188,899 1 6,400,459 1 2,966,680 - 794,172 - 1,648,636 - 194,572 - 303,887 - $ 679,620,330 100 $ 984,839 - 22,340 - 5,196,435 1 3,530,487 1 4,887,591 1 126,886 - 582,692,412 86 22,601,900 3 8,190,621 1 172,814 - 1,063,091 - 809,359 - 597,850 - 630,876,625 93 34,481,044 5 456,426 - 9,547,845 1 23,543 - 3,259,093 1 12,830,481 2 975,754 - 48,743,705 7 $ 679,620,330 100	2019
			Amount % $ 8,742,218 1 27,492,590 4 53,015,441 8 132,309,472 20 2,543,880 - 9,944,957 2 20,379,813 3 384,624,817 59 3,941,980 1 5,303,879 1 2,894,717 1 971,147 - 1,674,119 - 221,299 - 217,713 - $ 654,278,042 100 $ 11,137,130 2 - - 3,909,304 1 9,675,529 2 6,564,200 1 357,130 - 537,752,178 82 25,001,900 4 9,476,623 1 253,896 - 1,235,204 - 987,337 - 643,198 - 606,993,629 93 33,558,193 5 456,426 - 8,458,068 1 76,215 - 4,299,505 1 12,833,788 2 436,006 - 47,284,413 7 $ 654,278,042 100

Handbook for 2020 Annual Shareholders’ Meeting 33

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

INTEREST REVENUES INTEREST EXPENSES NET INTERESTS NET REVENUES AND GAINS OTHER THAN INTEREST Net service fee income Net gain on financial assets and liabilities at fair value through profit or loss Net realized gain on financial assets at fair value through other comprehensive income Loss on disposal of credit assets measured at amortized cost Net foreign exchange gain Shares of profit of subsidiaries and associates for using equity method Others Total net revenues other than interest NET REVENUES PROVISION FOR LOSS ON BAD DEBTS EXPENSE, COMMITMENT AND GUARANTEE 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		2020		Percentage Increase 2019 (Decrease) Amount % % $ 11,805,327 104 (12) 6,404,292 56 (31) 5,401,035 48 11 3,031,687 27 (8) 2,173,751 19 (39) 117,454 1 (55) - - - 171,489 2 (75) 274,031 2 43 162,095 1 13 5,930,507 52 (21) 11,331,542 100 (6) 517,381 5 182 3,813,712 33 (2) 656,681 6 5 2,138,992 19 (9) 6,609,385 58 (3) 4,204,776 37 (33) 572,181 5 (50) 3,632,595 32 (31)
		Amount % $ 10,393,360 98 4,416,244 42 5,977,116 56 2,802,173 26 1,316,959 12 52,611 1 (116,904) (1) 42,240 - 392,669 4 183,302 2 4,673,050 44 10,650,166 100 1,460,231 14 3,746,625 35 689,077 7 1,948,119 18 6,383,821 60 2,806,114 26 287,411 3 2,518,703 23

(Continued)

34 Handbook for 2020 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 Gain (loss) on valuation of investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income of subsidiaries and associates for using equity method Income tax benefit (expense) 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 Share of other comprehensive income (loss) of subsidiaries and associates for using equity method Unrealized gain on investments in debt instruments measured at fair value through other comprehensive income Other comprehensive income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2020		Percentage Increase 2019 (Decrease) Amount % % $ (30,495) - 637 (4,395) - 3,572 2,784 - (77) 6,099 - (637) (26,007) - 1,193 (87,457) (1) (55) (36,073) - 256 544,887 5 (44) 421,357 4 (46) 395,350 4 29 $ 4,027,945 36 (25) $1.05 $1.05
		Amount % $ 163,671 2 152,606 1 652 - (32,734) - 284,195 3 (135,451) (1) 56,398 - 305,971 3 226,918 2 511,113 5 $ 3,029,816 28 $0.73 $0.73

(Concluded)

Handbook for 2020 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Effects of retrospective applicable IFRS BALANCE AT JANUARY 1, 2019 AS APPLIED RETROSPECTIVELY Appropriation of the 2018 earnings Legal reserve Special reserve Cash dividends - NT$0.450 per share Stock dividends - NT$0.265 per share Net income for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2019 Appropriation of the 2019 earnings Legal reserve Reversal of special reserves Cash dividends - NT$0.468 per share Stock dividends - NT$0.275 per share Net income for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 Total comprehensive income (loss) for the year ended December 31, 2020 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2020	Share Capital C $ 32,691,859 - 32,691,859 - - - 866,334 866,334 - - - - 33,558,193 - - - 922,851 922,851 - - - - $ 34,481,044	apital Surplus $ 456,426 - 456,426 - - - - - - - - - 456,426 - - - - - - - - - $ 456,426		Re	tained Earnings			Other Eq	uity Unrealized Gain oss) on Financial sets at Fair Value Through Other Comprehensive Income $ (106,489 ) - (106,489) - - - - - - 546,124 546,124 68,461 508,096 - - - - - - 505,006 505,006 159,123 $ 1,172,225	Total Equity $ 44,744,740 (17,138) 44,727,602 - - (1,471,134 ) - (1,471,134) 3,632,595 395,350 4,027,945 - 47,284,413 - - (1,570,524 ) - (1,570,524) 2,518,703 511,113 3,029,816 - $ 48,743,705
							Tr	Exchange Differences on (L As anslating Foreign Operations $ 53,817 - 53,817 - - - - - - (125,907) (125,907) - (72,090) - - - - - - (124,381) (124,381) - $ (196,471)
				Legal Reserve S $ 7,400,808 - 7,400,808 1,057,260 - - - 1,057,260 - - - - 8,458,068 1,089,777 - - - 1,089,777 - - - - $ 9,547,845	pecial Reserve U $ 36,411 - 36,411 - 39,804 - - 39,804 - - - - 76,215 - (52,672 ) - - (52,672) - - - - $ 23,543	nappropriated Earnings $ 4,211,908 (17,138) 4,194,770 (1,057,260 ) (39,804 ) (1,471,134 ) (866,334) (3,434,532) 3,632,595 (24,867) 3,607,728 (68,461) 4,299,505 (1,089,777 ) 52,672 (1,570,524 ) (922,851) (3,530,480) 2,518,703 130,488 2,649,191 (159,123) $ 3,259,093

Handbook for 2020 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision for loss on bad debts expense, commitment and guarantee Net valuation loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expenses Interest revenues Dividends revenue Shares of profit from subsidiaries and associates Unrealized net loss (gain) on foreign currency exchange Other adjustments Changes in operating assets and liabilities Increase in due from the Central Bank and other banks Decrease (increase) in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income Decrease in investments in debt instruments at amortized cost Increase in receivables Increase in discounts and loans Decrease in due to the Central Bank and other banks Increase in financial liabilities at fair value through profit or loss Decrease in payables Increase in deposits and remittances Decrease in principal received on structured products Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Increase in other financial assets Increase in other assets Dividends received from subsidiaries and associates Net cash used in investing activities	2020 $ 2,806,114 663,594 25,483 1,877,084 167,311 4,416,244 (10,393,360) (106,232) (392,669) (268,266) (35,075) (988,030) 20,406,031 (46,412,075) 1,386,284 (191,076) (3,107,839) (9,942,152) 1,287,131 (1,787,176) 50,508,953 (781,445) 9,138,834 10,710,600 103,732 (4,762,539) (560,268) 14,630,359 - (336,852) 90 (1,268,777) (50,032) 202,800 (1,452,771)	2019 $ 4,204,776 631,198 25,483 926,484 (593,942) 6,404,292 (11,805,327) (127,529) (274,031) 31,249 (52,788) (332,619) (6,304,974) (12,661,604) - (1,427,069) (6,737,180) (4,355,330) 1,156,825 (378,458) 31,137,612 (2,925,839) (3,458,771) 11,908,746 127,279 (6,535,404) (274,116) 1,767,734 (1,000,000) (401,411) 81 (922,266) (59,049) 94,028 (2,288,617) (Continued)

Handbook for 2020 Annual Shareholders’ Meeting 37

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Increase in funds borrowed from the Central Bank and other banks Proceeds from the issuance of bank debentures Repayments of bank debentures Decrease in securities sold under repurchase agreements Repayments of the principal portion of lease liabilities Increase (decrease) 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	2020 $ 22,340 1,600,000 (4,000,000) (5,701,127) (400,020) (81,082) (45,348) (1,570,524) (10,175,761) (390,274) 2,611,553 34,025,195 $ 36,636,748	2019 $ - 10,000,000 (3,000,000) (4,836,461) (396,792) 83,116 174,896 (1,471,134) 553,625 (80,491) (47,749) 34,072,944 $ 34,025,195

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

Cash and cash equivalents in balance sheets Due from the Central Bank and other banks 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 statements of cash flows		December 31	December 31
		2020 $ 6,054,773 19,621,270 10,960,705 $ 36,636,748	2019 $ 8,742,218 15,338,020 9,944,957 $ 34,025,195

(Concluded)

Handbook for 2020 Annual Shareholders’ Meeting

Attachment III

Audit Committee’s Review Report for 2020 Business Report and Financial Statements

To: 2021 Annual Shareholders’ Meeting of Far Eastern International Bank

March 26, 2021

The Board of Directors has submitted business report, audited financial statements (certified by Chun-Hung Chen, CPA, and Ying-Chou Chen, CPA, of Deloitte & Touche) and earnings distribution proposal of the Bank for the year ended Dec.31 2020 for the Committee’s review.

After reviewing, the Committee has found the above mentioned reports acceptable, and herewith issued the review report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

==> picture [93 x 43] intentionally omitted <==

Bing Shen

Audit Committee Governor

Far Eastern International Bank

Handbook for 2020 Annual Shareholders’ Meeting

==> picture [115 x 26] intentionally omitted <==

Attachment IV

Amendment of Articles of Incorporation of Far Eastern International Bank

Section	Proposed changes	Current Articles	Reasons
Article 4-1	The rights, obligations, and other	The rights, obligations, and other	Modifying the issuance
	important terms and conditions of	important terms and conditions of	terms according to the
	the Bank’s preferred stock are	the Bank’s preferred stock are	different purpose of
	listed as follows:	listed as follows:	crowd-funding for the
	1. Should there be net income	1. Should there be net income	Preferred stock, to add
	after the closing of annual	after the closing of annual	the holders of the
	accounts, the Bank shall make	accounts, the Bank shall make	convertible Preferred
	up the loss of the previous	up the loss of the previous	Stock have voting and
	years. There should be	years. There should be	election rights in the
	retained a legal reserve of	retained a legal reserve of	Shareholders’ Meeting.
	thirty percent (30%), then	thirty percent (30%), then
	special reserve shall be	special reserve shall be
	retained in compliance with the	retained in compliance with the
	law.	law.
	After that, the remaining	After that, the remaining
	surplus should first be paid for	surplus should first be paid for
	the dividends of the current	the dividends of the current
	year on the Preferred Stock.	year on the Preferred Stock.
	2. The dividends rate of Preferred	2. The dividends rate of Preferred
	Stock shall be capped at 8%	Stock shall be capped at 8%
	per annum. The distributable	per annum. The distributable
	dividends shall be calculated	dividends shall be calculated
	based on the actual selling	based on the actual selling
	price, and be distributed	price, and be distributed
	annually by cash. After the	annually by cash. After the
	books of accounts are	books of accounts are
	recognized in the yearly	recognized in the yearly
	Shareholders’ Meeting, the	Shareholders’ Meeting, the
	Board of Directors shall	Board of Directors shall
	separately set an effective date	separately set an effective date
	for paying such dividends.	for paying such dividends.
	In the year of issuance and	In the year of issuance and
	redemption, the distribution of	redemption, the distribution of
	the payable dividends shall be	the payable dividends shall be
	calculated based on the actual	calculated based on the actual
	number of days the Preferred	number of days the Preferred
	Stock remained outstanding in	Stock remained outstanding in
	thatyear.	thatyear.

40 Handbook for 2020 Annual Shareholders’ Meeting

Section	Proposed changes	Current Articles	Reasons
	3. The Bank has sole discretion	3. The Bank has sole discretion
	on the distribution of preferred	on the distribution of preferred
	share dividends. If after annual	share dividends. If after annual
	audited accounts are prepared,	audited accounts are prepared,
	there is no earnings and no	there is no earnings and no
	distributing dividends of	distributing dividends of
	common stock or insufficient	common stock or insufficient
	earnings for distributing	earnings for distributing
	dividends of Preferred Stock,	dividends of Preferred Stock,
	or if such kind distribution will	or if such kind distribution will
	cause the Bank’s capital	cause the Bank’s capital
	adequacy ratio to fall below the	adequacy ratio to fall below the
	minimum requirement	minimum requirement
	stipulated by the Regulations	stipulated by the Regulations
	Governing the Capital	Governing the Capital
	Adequacy and Capital	Adequacy and Capital
	Category of Banks or the	Category of Banks or the
	competent authorities, the	competent authorities, the
	cancellation of distributing	cancellation of distributing
	Preferred Stock dividends by	Preferred Stock dividends by
	resolution of the Bank will not	resolution of the Bank will not
	be deemed as an event of	be deemed as an event of
	default. If the Preferred Stock	default. If the Preferred Stock
	issued is specified as non-	issued is specified as non-
	cumulative, the undistributed	cumulative, the undistributed
	dividends or shortfalls in	dividends or shortfalls in
	dividends distributed shall not	dividends distributed shall not
	be cumulative and shall cease	be cumulative and shall cease
	to accrue and be payable,	to accrue and be payable,
	therefore no deferred payment	therefore no deferred payment
	will be paid in subsequent	will be paid in subsequent
	years where there are	years where there are
	earnings.	earnings.
	4. The remaining assets of the	4. The remaining assets of the
	Bank shall be distributed to the	Bank shall be distributed to the
	holders of the Preferred Stock	holders of the Preferred Stock
	in preference to the holders of	in preference to the holders of
	the Common Stock provided.	the Common Stock provided.
	The different types of preferred	The different types of preferred
	stock of the Bank shall rank	stock of the Bank shall rank
	paripassu without any	paripassu without any

Handbook for 2020 Annual Shareholders’ Meeting 41

==> picture [115 x 26] intentionally omitted <==

	Proposed changes	Proposed changes		Current Articles	Current Articles
	preference among themselves			preference among themselves
	and their repayment shall be			and their repayment shall be
	capped at their respective			capped at their respective
	issue amount. If the competent			issue amount. If the competent
	authority puts the Bank under			authority puts the Bank under
	receivership, appoints			receivership, appoints
	administrators to take over the			administrators to take over the
	Bank, or orders the Bank to			Bank, or orders the Bank to
	suspend its business for			suspend its business for
	special liquidation or to			special liquidation or to
	commence liquidation, the			commence liquidation, the
	holder(s) of the Preferred			holder(s) of the Preferred
	Stock shall have the same			Stock shall have the same
	priority as the holders of			priority as the holders of
	common shares in terms of			common shares in terms of
	distribution of the Bank’s			distribution of the Bank’s
	residual assets.			residual assets.
5.	Holders of	outstanding	5.	Theholders ofthePreferred
	Preferred Stock have			Stockshallhave	no voting and
	mandatory voting rights with			election rights in	the
	respect to agendas that would			Shareholders’Meeting, but
	affect Preferred Stock in			they shall have the right to be
	Shareholders’meetings and in			elected to be directors. Holders
	Preferred Shareholders’			of outstanding Preferred Stock
	meetings. Except for the			have mandatory voting rights
	holders of the convertible			with respect to agendas that
	Preferred Stock, the other			would affect Preferred Stock in
	holders of the Preferred Stock			Shareholders’meetings and in
	shall have no voting and			Preferred Shareholders’
	election rights in the			meetings.
	Shareholders’Meeting, but
	they all shall have the right to
	be elected to be directors.
6.	Except the right of receive the		6.	Except the right of receive the
	dividends as provided in Sub-			dividends as provided in Sub-
	paragraph 2 of this Paragraph,			paragraph 2 of this Paragraph,
	the holders of the Preferred			the holders of the Preferred
	Stock, if holding non-			Stock, if holding non-
	participating preferred stock,			participating preferred stock,
	shall have no right to the			shall have no right to the
	distribution of the cash or			distribution of the cash or

Handbook for 2020 Annual Shareholders’ Meeting

Section	Proposed changes	Current Articles	Reasons
	capital set aside from the	capital set aside from the
	surplus and capital surplus,	surplus and capital surplus,
	available to the holders of the	available to the holders of the
	Common Stock.	Common Stock.
	7. In case of the issuing of new	7. In case of the issuing of new
	stock by the Bank due to	stock by the Bank due to
	capital increase, the holders of	capital increase, the holders of
	the Preferred Stock shall have	the Preferred Stock shall have
	the same pre-emptive right to	the same pre-emptive right to
	purchase the new stock like	purchase the new stock like
	the holders of the Common	the holders of the Common
	Stock.	Stock.
	8. Preferred Stock issued by the	8. Preferred Stock issued by the
	Bank, the Board of Director is	Bank, the Board of Director is
	authorized to set the	authorized to set the
	convertible period in the	convertible period in the
	specific issuance terms. If	specific issuance terms. If
	holding Convertible Preferred	holding Convertible Preferred
	Stock, may be converted at	Stock, may be converted at
	least one year after the date of	least one year after the date of
	issuance terms. The holders of	issuance terms. The holders of
	the Preferred Stock may,	the Preferred Stock may,
	pursuant to the issuance	pursuant to the issuance
	terms, apply for converting the	terms, apply for converting the
	Preferred Stock, in full or in	Preferred Stock, in full or in
	part, into shares of Common	part, into shares of Common
	Stock of the Bank at the	Stock of the Bank at the
	conversion rate of one-to-one.	conversion rate of one-to-one.
	Upon conversion, the	Upon conversion, the
	converted stock shall have the	converted stock shall have the
	same rights and obligations as	same rights and obligations as
	common stock. Dividends for	common stock. Dividends for
	Preferred Stock at the year of	Preferred Stock at the year of
	conversion shall be calculated	conversion shall be calculated
	based on the ratio between the	based on the ratio between the
	actual issuance days and total	actual issuance days and total
	days of the conversion year,	days of the conversion year,
	should any shares of Preferred	should any shares of Preferred
	Stock be converted into shares	Stock be converted into shares
	of the Common Stock before	of the Common Stock before
	the standard date of dividends	the standard date of dividends

Handbook for 2020 Annual Shareholders’ Meeting 43

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Section	Proposed changes	Current Articles	Reasons
	distribution, the holders shall	distribution, the holders shall
	not have the right to the	not have the right to the
	dividends distribution of	dividends distribution of
	Preferred Stock in the current	Preferred Stock in the current
	and following years, but such	and following years, but such
	shareholder may participate in	shareholder may participate in
	the distribution of profit and	the distribution of profit and
	capital reserve to holders of	capital reserve to holders of
	common stock.	common stock.
	9. If the Bank issues non-	9. If the Bank issues non-
	perpetual Preferred Stock, the	perpetual Preferred Stock, the
	issuance period cannot be	issuance period cannot be
	shorter than 5 years. Holders	shorter than 5 years. Holders
	of Preferred Stock have no	of Preferred Stock have no
	right to request redemption of	right to request redemption of
	such shares by the Bank. Upon	such shares by the Bank. Upon
	expiry date of the issuance	expiry date of the issuance
	period or from the day	period or from the day
	following the fifth anniversary	following the fifth anniversary
	of the issuance date, the Bank	of the issuance date, the Bank
	may, pursuant to the issuance	may, pursuant to the issuance
	price and relevant issuance	price and relevant issuance
	terms, redeem such shares in	terms, redeem such shares in
	cash, compulsorily convert	cash, compulsorily convert
	such shares into newly issued	such shares into newly issued
	shares (at 1:1 ratio), or redeem	shares (at 1:1 ratio), or redeem
	such shares in other manners	such shares in other manners
	permissible by law. If at the	permissible by law. If at the
	time the Bank is unable to	time the Bank is unable to
	redeem all or a part of the	redeem all or a part of the
	Preferred Stock (due to force	Preferred Stock (due to force
	majeure or otherwise), the	majeure or otherwise), the
	rights and obligations of the	rights and obligations of the
	outstanding Preferred Stock	outstanding Preferred Stock
	will remain unchanged until full	will remain unchanged until full
	redemption by the Bank.	redemption by the Bank.
	10. If the Bank issues perpetual	10. If the Bank issues perpetual
	Preferred Stock, holders of	Preferred Stock, holders of
	perpetual Preferred Stock	perpetual Preferred Stock
	have no right to request	have no right to request
	redemption of such shares by	redemption of such shares by

44 Handbook for 2020 Annual Shareholders’ Meeting

Section	Proposed changes	Current Articles	Current Articles	Reasons
	the Bank. The Bank may,	the Bank. The Bank may,
	subject to the competent	subject to the competent
	authority's approval, entirely	authority's approval, entirely
	or partially redeem the issued	or partially redeem the issued
	Preferred Stock at the actual	Preferred Stock at the actual
	issue price. The Bank may set	issue price. The Bank may set
	redemption date at a date no	redemption date at a date no
	earlier than the day following	earlier than the day following
	the fifth anniversary of the	the fifth anniversary of the
	issuance date. The rights and	issuance date. The rights and
	obligations of the remaining	obligations of the remaining
	and outstanding Preferred	and outstanding Preferred
	Stock as described in the	Stock as described in the
	preceding paragraphs will	preceding paragraphs will
	remain unchanged.	remain unchanged.
	The Board of the Directors shall	The Board of the Directors shall
	be authorized to prescribe the	be authorized to prescribe the
	issuance date and the specific	issuance date and the specific
	terms of the Preferred Stock at	terms of the Preferred Stock at
	the actual issue date according to	the actual issue date according to
	the conditions of the current	the conditions of the current
	capital market and investors’	capital market and investors’
	expectation, in accordance with	expectation, in accordance with
	the Bank’s Articles of	the Bank’s Articles of
	Incorporation and applicable laws	Incorporation and applicable laws
	and regulations.	and regulations.
Article 5	All shares issued by the Bank	The share certificate of the Bank		According to Article 25
	shall be register shares and	shall be numbered, bearing the		Paragraph 1 of the
	issued in accordance with the	joint signatures or seals of three		Banking Act, The shares
	laws.	Directors, and issued only after it		issued by a Bank shall
		is duly underwritten in		be registered shares.
		accordance with the Law.		The Bank’s stocks are
	The shares issued by the Bank	The shares issued by the Bank		issued in a non-physical
	need not be witnessed by printed	need not be witnessed by printed		manner, and in
	share certificate but shall be	share certificate but shall be		conjunction with
	registered with a securities	registered with a securities		practical operations, the
	central depository institution.	central depository institutio	n; and	text related to printed
		at the time of issuing new shares,		stocks is deleted.
		the Bank may print a share
		certificate witnessing the total

Handbook for 2020 Annual Shareholders’ Meeting 45

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Section	Proposed changes	Proposed changes	Current Articles	Reasons
			shares so issued but shall
			arrange to safe-keep such share
			certificate at a securities central
			depository institution.
			At the request of any securities
			central depository institution, the
			Bank may re-issue share
			certificates witnessing large
			number of shares in exchange for
			those certificates witnessing
			small number of shares.
			The Bank may issue special	The rights and
			shares certificates.	obligations of the
			If the Bank wishes to merge with	Preferred Stock have
			another company, matters	been summarized in
			relating to such merger need not	Article 4-1 of
			be decided by the resolution of	incorporation, Article 5 is
			special shareholders’meeting.	amended to delete the
				provision about
				Preferred Stock.
Article 28	These Articles of Incorporation		These Articles of Incorporation	To record the 29th
	were established on May 14,		were established on May 14,	amendment.
	1990 and shall be effective as of		1990 and shall be effective as of	Amendment of the text
	the date on which they are		the date on which they are	layout, easy to read.
	approved by the competent		approved by the competent	Correct the text layout,
	authority.		authority.	easy to read.
	The amendment of Articles of		˙
	Incorporation shall take effect on		Omitted
	approval by the shareholders’		˙
	meeting.		※ The Twenty-eighth
			amendment was made on
	˙		June 11, 2020 by the
	Omitted		Shareholders’ Meeting.
	˙		The amendment of Articles of
	※	The Twenty-eighth	Incorporation shall take effect on
		amendment was made on	approval by the shareholders’
		June 11, 2020.	meeting.
	※	The Twenty-ninth amendment
		was made on June 18, 2021.

46 Handbook for 2020 Annual Shareholders’ Meeting

Attachment V

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

Section	Proposed changes	Proposed changes	Current Articles	Reasons
Article 10	For proposal in which discussion		For proposal in which discussion	Refer to Article 13 of the
	has been concluded or closed,		has been concluded or closed,	Reference of “Sample
	the chairperson shall submit it for		the chairperson shall submit it for	Template for XXX Co.,
	voting.		voting.	Ltd. Rules of Procedure
	No discussion or voting shall		No discussion or voting shall	for Shareholders
	proceed for matters unrelated to		proceed for matters unrelated to	Meetings” on the Taiwan
	the proposal.		the proposal.	Stock Exchange.
	The personnel responsible for		The personnel responsible for
	overseeing and counting of the		overseeing and counting of the
	votes for resolutions shall be		votes for resolutions shall be
	appointed by the chairperson.		appointed by the chairperson with
			the consent of the shareholders
			(or proxies).
	The person responsible for vote		The person responsible for vote
	overseeing shall be of the		overseeing shall be of the
	stockholder status.		shareholder status.
Article 11	In regards to the resolution of		In regards to the resolution of	In accordance with the
	proposals, unless otherwise		proposals, unless otherwise	Company’s practice and
	provided for in the relevant law		provided for in the relevant law	refer to Article 13 of the
	and regulation or Company’s		and regulation or Company’s	Reference of “Sample
	articles of incorporation,		articles of incorporation,	Template for XXX Co.,
	resolution shall be passed by a		resolution shall be passed by a	Ltd. Rules of Procedure
	majority of the voting rights		majority of the voting rights	for Shareholders
	represented by the shareholders		represented by the shareholders	Meetings” on the Taiwan
	(or proxies) attending the		(or proxies) attending the	Stock Exchange.
	meeting.		meeting.
	Each proposalshall be put to		The proposal for a resolution
	vote and may be put to vote one		shall be deemed approved if no
	after the other by its sequence, or		objection expressed by
	may be put to vote together and		shareholders casting their votes
	numbers of votes for each		via electronic casting, and if the
	proposal are counted separately.		chairperson inquires and receives
	Whichever way of the voting		no objection from shareholders in
	procedures shall be decided by		attendance in person. The
	the chairperson.	At the time of a	validity of such approval has the

Handbook for 2020 Annual Shareholders’ Meeting

==> picture [115 x 26] intentionally omitted <==

Section	Proposed changes	Current Articles	Reasons
	vote, after the chairperson or a	same effect as if the resolution
	person designated by the	has been put to vote.
	chairperson announces the total	Should objection of a proposal be
	number of voting rights	expressed,such proposal shall
	represented by the attending	be put to vote. All proposals
	shareholders, the shareholders	may be put to vote one after the
	shall vote.	other by its sequence, or may be
		put to vote together and numbers
		of votes for each proposal are
		counted separately. Whichever
		way of the voting procedures
		shall be decided by the
		chairperson.
	If there are amendments or	If there are amendments or
	substitute proposals for the same	substitute proposals for the same
	proposal, the sequence of which	proposal, the sequence of which
	to be put to vote shall be decided	to be put to vote shall be decided
	by the chairperson. If one of the	by the chairperson. If one of the
	two proposals has been	two proposals has been
	approved, the other shall be	approved, the other shall be
	deemed rejected without	deemed rejected without
	requirement to put it to vote.	requirement to put it to vote.
	The results of voting and election	The results of voting and election
	shall be announced after the vote	shall be announced after the vote
	calculation on the spot and kept	calculation on the spot and kept
	for records.	for records.
Article 13	If a force majeure event occurs	The meeting shall be adjourned if	In accordance with the
	during the meeting, the	encountering an air-raid alarm	Company’s practice and
	chairperson may rule the meeting	during the meeting. The	refer to Article 18 of the
	temporarily suspended and	meeting shall resume one hour	Reference of “Sample
	announce a time when, in view of	after the alarm is lifted.	Template for XXX Co.,
	circumstances, the meeting will		Ltd. Rules of Procedure
	be resumed.		for Shareholders
			Meetings” on the Taiwan
			Stock Exchange.

48 Handbook for 2020 Annual Shareholders’ Meeting

Attachment VI

List of Candidates for Director Election

		Education			Legal Entity
Title	Name		Professional Background	Current Positions		Others
		Background			Represented

Director	Ms.	Master’s degree	Professor,	Chairperson,	Yue Ding	None
	Ching-Ing	in Economics,	Dept. of Money and Banking ,	Far Eastern International Bank	Industry Co.,
	Hou	Vanderbilt	National Chengchi University		Ltd.
		University,		Director,
		U.S.A.	Chairperson,	Southern Taiwan University of
			Taiwan Academy of Banking	Science and
		BA & Master’s	and Finance	Technology
		degree in
		Economics,	Supervisor,
		National Taiwan	Far Eastern New Century
		University	Corporation
Director	Mr.	Honorary	Chairman,	Chairman,	None	None
	Douglas	doctorate in	Far Eastern New Century	Far Eastern New Century
	Tong Hsu	Management,	Corporation	Corporation
		National Chiao Tung
		University.		Chairman,
				Asia Cement Corp.
		Master degree
		in University of		Chairman,
		Notre Dame, U. S.		Far Eastern Department Stores
		A.		Ltd.

		Master’s degree		Chairman,
		in Economics,		Far EasTone Telecommunications
		Columbia		Co., Ltd.
		University, U. S. A.
				Chairman,
				U-Ming Marine Transport Corp.

				Chairman,
				Orient Union Chemical Corp.

				Director,
				Everest Textile Ltd.

				Vice Chairman,
				Far Eastern International Bank
Director	Mr.	BA, Dept. of	Director & First Senior	Executive of Group Foundation	Far Eastern	None
	Shaw Y.	Business	Executive Vice President,		New Century
	Wang	Administration,	Far Eastern New Century	Director,	Corporation
		National Chung	Corporation	Far Eastern New Century
		Hsing University		Corporation

		EMBA Courses,		Executive Director,
		National Taiwan		Far Eastern International Bank
		University
				Director,
				Far Eastern Asset Management
				Corp.

				Director,
				Yuan Ze University

Handbook for 2020 Annual Shareholders’ Meeting 49

==> picture [115 x 26] intentionally omitted <==

		Education			Legal Entity
Title	Name		Professional Background	Current Positions		Others
		Background			Represented

Director	Mr.	EMBA, Graduate	Vice President,	President of Corporate	Far Eastern	None
	Humphrey	Institute of	Far Eastern New Century	Management,	New Century
	Cheng	International	Corporation.	Far Eastern New Century	Corporation
		Business, National		Corporation
		Taiwan University.
				Chairman,
		BA, Dept. of Law,		Deutsche Far Eastern Asset
		National Chung		Management Company Limited
		Hsing University.
				Director,
				Oriental Union Chemical
				Corporation

				Director,
				Ding Integrated Marketing Service
				Co.

				Director,
				Yuan Hsin Digital Payment Co.,
				Ltd.

				Director,
				Far Eastern International Bank

				Supervisor,
				Far Eastern Asset Management
				Corp.
Director	Mr.	MBA	Chief Country Officer,	Independent Director,	Far Eastern	None
	James Wu	University	Deutsche Bank,	Primax Electronics Ltd.	New Century
		of Missouri,	Taipei Branch, Taiwan		Corporation
		U.S.A.		Director,
			Vice Chairman,	Far Eastern International Bank
		BA,	Citibank, Taiwan Branch
		Department of
		Law,	President,
		National Taiwan	Fubon Commercial Bank
		University
			President,
			FIL Securities Investment
			Trust Co. (Taiwan) Ltd.

			President,
			Citibank Securities (Taiwan)
			Ltd.

			President,
			Bankers Trust, Tokyo Branch

			Vice President,
			Bankers Trust, New York

			President,
			Yung-Shin Securities Co.

			Assistant Vice President,
			Chase Manhattan Bank,
			Hong Kong &Taipei District

50 Handbook for 2020 Annual Shareholders’ Meeting

		Education			Legal Entity
Title	Name		Professional Background	Current Positions		Others
		Background			Represented

Director	Mr.	MBA, National	CPA,	Chairman,	Asia Cement	None
	Tsung-Ming	Chengchi University	Deloitte & Touche.	DynaPack Corp.	Corporation
	Chung
				Executive Director,
				Far Eastern International Bank
Director	Dr.	Ph.D., University	Founding Dean,	Independent Director,	Asia Cement	None
	Shi-Chun	of Michigan,	College of Management,	Eslite Corporation	Corporation
	Hsu	U.S.A.	National Taiwan University
				Director,
			Chairman,	Far Eastern Electronic Toll
			Bank of Kaohsiung.	Collection Co., Ltd.

			Chair Professor of	Director,
			Management,	FETC International Co., Ltd.
			Yuan Ze University
				Director,
				Far Eastern International Bank

				Mr. Kao Jen-Yen Chair Professor,
				Feng Chia University
Director	Dr.	Ph.D., Ohio State	Professor,	Independent Director,	U-Ming	None
	Min-Teh Yu	University, U.S.A.	Dept. of Finance,	JMicron Technology Corporation.	Marine
			National Taiwan University		Transport
				Independent Director,	Corp.
			Honorary Professor,	Gourmet Master Co., Ltd.
			National Tsing Hua University
				Director,
			President,	Harbinger VIII Venture Capital
			Providence University	Corp.

			President,	Director,
			China University of	Far Eastern International Bank
			Technology
				Professor,
			Dean,	Providence University
			College of Management
			National Chiao Tung
			University

			Dean
			College of Management,
			Yuan Ze University

			Commissioner,
			Resolution Trust Corporation
			(RTC),
			Executive Yuan

			Commissioner,
			National Development Fund,
			Executive Yuan

			Advisor,
			Asian Development Bank
Independent	Ms.	BA, National	CPA,	Independent Director,	None	None
Director	Hsiao Hui	Chengchi	Deloitte Touche	Far Eastern International Bank
	Wang	University, Taiwan
			Supervisor,	Independent Director,
			CTCI Advanced systems Inc.	Les enphants Co. Ltd.

				Director,
				TN Soong Foundation

Handbook for 2020 Annual Shareholders’ Meeting 51

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		Education			Legal Entity
Title	Name		Professional Background	Current Positions		Others
		Background			Represented

Independent	Ms.	Master’s degree	Chairperson,	Independent Director,	None	None
Director	Susan S.	in Dept. of	Bank of Taiwan	Far Eastern International Bank
	Chang	Economics,
		National Taiwan	Chairperson,	Director,
		University.	Taiwan Financial Holdings	Jinniujin Business Co., Ltd.

		BA, Dept. of	Vice Chairperson,	Director,
		Economics,	Financial Supervisory	Grace Technology Co., Ltd.
		National Taiwan	Commission
		University.		Supervisor,
			Administrative Deputy	Entie Tech-Engineering Co., Ltd.
			Minister,
			Ministry of Finance

			Director General,
			National Treasury
			Administration,
			Ministry of Finance

			Vice Commissioner,
			Bureau of Monetary Affairs

			Deputy Chief,
			Dept. of Monetary Affairs

			Deputy Director,
			Economic Research Dept.,
			Council for Economic Planning
			and Development,
			Executive Yuan
Independent	Dr.	University of Illinois,	General Director,	Research Fellow,	None	None
Director	Bao-Shuh	Chicago, USA,	Computer Communications	Department of Computer Science,
	Paul Lin	Ph.D. in Computer	Research Division,	National Yang Ming Chiao Tung
		Science	Industrial Technology	University, Taiwan
			Research Institute
				Contract Professor,
			Senior Vice President,	Department of Computer Science,
			Global Research Labs,	National Yang Ming Chiao Tung
			Philips Electronics	University, Taiwan

			Senior Manager,
			Teknekron Communication
			Corp., USA

			Advanced Researcher,
			Bell Labs of AT&T

			Chief Director
			Microelectronics and
			Information Systems
			Research Center,
			National Chiao Tung
			University, Taiwan

			Independent Director,
			Far Eastern New Century
			Corporation

			Professor,
			Department of Computer
			Science,
			National Chiao Tung
			University, Taiwan

Handbook for 2020 Annual Shareholders’ Meeting

Attachment VII

Current Shareholding of Directors and Independent Directors

	As on April 20, 2021	As on April 20, 2021	As on April 20, 2021	As on April 20, 2021
	Name of persons		Number of	Percentage of
Position		Representatives
	or companies		shares	shareholdings


Chairperson	Yu Ding Industrial Co., Ltd.	Ching-Ing Hou	10,508,879	0.30%


Vice Chairman	Douglas Tong Hsu	-	6,556,003	0.19%


Independent Director,
	Hsiao Hui Wang	-	0	0
Managing Director



	Far Eastern New Century
		Shaw Y. Wang	90,180,476	2.62%
	Corp.

Executive Director


	Asia Cement Corp.	Tsung-Ming Chung	81,047,743	2.35%


	Far Eastern New Century
		Humphrey Cheng	90,180,476	2.62%
	Corp.



	Far Eastern New Century
		James Wu	90,180,476	2.62%
	Corp.

Director


	Asia Cement Corp.	Shi-Chun Hsu	81,047,743	2.35%


	U-Ming Marine Transport
		Min-Teh Yu	80,989,416	2.35%
	Corp.



	Bing Shen	-	0	0

Independent Director


	Susan S. Chang	-	0	0


Total shareholding of all directors			269,282,517	7.81%


The min. required shareholding of all directors, by law			82,754,507	2.40%

Note: The individual shareholding of representatives is excluded.

Handbook for 2020 Annual Shareholders’ Meeting 53

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Attachment IX

Impact of Stock Dividends on Operating Results, Earnings per Share and Shareholders’ Return on Investment

(Unconsolidated, in NT$,000)

Year	Year	Year	2021
Item			（Forecast）
Beginning paid-in capital			34,481,044

	Cash dividend per share (NT$)		0.3260 (Note 1)

Dividends	Stock dividend per share, from earnings distribution (number of
			0.0191 (Note 1)
distribution	shares)

			0 (Note 1)
	Stock dividend per share, from capital surplus (number of shares)


	Operating profit


	Increase (decrease) % of operating profit from last year


	Net income

Change in
	Increase (decrease) % of net income from last year
business results


	Earnings per share (EPS)（with retroactive adjustment）


	Increase (decrease) % of EPS from last year

	Annually averaged return on investment %（reverse of annually
	averagedprice-earnings(P/E)ratio）
			Not applicable

	If stock dividend from	Pro forma earnings per share(EPS)	(Note 2)
	earnings is paid fully by
		Pro forma annually averaged
	cash dividend
		return on investment

Pro forma
		Pro forma earnings per share(EPS)
Earnings per
	If no stock dividend from
share (EPS) and	capital surplus	Pro forma annually averaged
price-earnings
		return on investment
(P/E) ratio
	If stock dividend from capital	Pro forma earnings per share(EPS)
	surplus and from earnings

	are paid fully by cash	Pro forma annually averaged
	dividend	return on investment

Note 1：By board resolution on March 26, 2021, cash dividend of NT$0.326 per share and stock dividend of NT$0.191 per share were approved for distribution, where the actual distribution is subject to resolution at 2021 shareholders’ meeting.

Note 2：The Bank’s 2021 financial forecast is not disclosed to general public; hence the info is not available.

Chairman：Ching-Ing Hou President：Thomas Chou Chief Accountant：Cindy Chen

Handbook for 2020 Annual Shareholders’ Meeting

GENERAL INFORMATION

I Articles of Incorporation of Far Eastern International Bank

Chapter I. General Provisions

Article 1

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

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

Article 2

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

Chapter II. Business of the Bank

Article 3

The business of the Bank shall be categorized as H101021 Commercial Banking Industry, H601011 Personal Insurance Agency and H601021 Property and Liability Insurance Agency.

Article 3-1

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

(1) To accept check deposits;
(2) To accept demand deposits;
(3) To accept time deposits;
(4) To provide short or long term loans;
(5) To accept discounted notes;
(6) To invest in government bonds, short term bills, corporate bonds and financial bonds;
(7) To engage in domestic and foreign remittance;
(8) To accept commercial bill of exchange;
(9) To issue local and foreign letters of credit;
(10) To engage in local and foreign guarantee service;
(11) To act as a collecting and paying agent;
(12) To act as agent for selling government bonds, treasury bills, corporate bonds and company stocks;
(13) To engage in credit card business;
(14) To engage in custodial and warehousing business;
(15) To engage in safe boxes leasing business;
(16) To buy and sell foreign cash and traveler’s check;

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(17) To provide guarantee service to export foreign exchange transaction, import foreign exchange transaction, general incoming and outgoing remittance, foreign exchange deposits, foreign exchange loans, and foreign exchange guaranteed payment;
(18) To provide foreign exchange collateralized account service;
(19) To engage in derivative financial products business to the approval of the central competent authority;
(20) To provide factoring service subject to the approval of the central competent authority;
(21) To issue financial bonds;
(22) To underwrite the issuance of corporate bonds;
(23) To provide the services as designated by the provisions of Trust Business Law;
(24) To engage in the securities business (to buy and sell securities as an agent);
(25) To sell gold bars, gold coins, and silver coins as an agent;
(26) To provide agent’s service related to the above-mentioned business or subject to the approval of the central competent authority;
(27) To provide personal insurance agency services;
(28) To provide property and liability insurance agency services;
(29) To engage in other related business subject to the approval of the central competent authority.

Chapter III. Shares

Article 4

The total authorized capital of the Bank is to be Fifty Five Billion New Taiwan Dollars (NT$55,000,000,000), Five billion and Five Hundred Million (5,500,000,000) common shares with a par value of Ten New Taiwan Dollars (NT$10) per share, which may be partially issued, from time to time, by the Board of Directors under authorization.

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

Article 4-1

The rights, obligations, and other important terms and conditions of the Bank’s preferred stock are listed as follows:

Should there be surplus after the closing of annual accounts, the Bank shall make up the loss of the previous years. There should be retained a legal reserve of thirty percent (30%), then special reserve shall be retained in compliance with the law.

After that, the remaining surplus should first be paid for the dividends of the current year on the Preferred Stock.

The dividends rate of Preferred Stock shall be capped at 8% per annum. The distributable dividends shall be calculated based on the actual selling price, and be distributed annually by cash. After the books of accounts are recognized in the yearly Shareholders’ Meeting, the Board of Directors shall separately set an effective date for paying such dividends.

In the year of issuance and redemption, the distribution of the payable dividends shall be calculated based on the actual number of days the Preferred Stock remained outstanding in that year.

56 Handbook for 2020 Annual Shareholders’ Meeting

The Bank has sole discretion on the distribution of preferred share dividends. If after annual audited accounts are prepared, there is no earnings and no distributing dividends of common stock or insufficient earnings for distributing dividends of Preferred Stock, or if such kind distribution will cause the Bank’s capital adequacy ratio to fall below the minimum requirement stipulated by the Regulations Governing the Capital Adequacy and Capital Category of Banks or the competent authorities, the cancellation of distributing Preferred Stock dividends by resolution of the Bank will not be deemed as an event of default. If the Preferred Stock issued is specified as non-cumulative, the undistributed dividends or shortfalls in dividends distributed shall not be cumulative and shall cease to accrue and be payable, therefore no deferred payment will be paid in subsequent years where there are earnings.
The remaining assets of the Bank shall be distributed to the holders of the Preferred Stock in preference to the holders of the Common Stock provided. The different types of preferred stock of the Bank shall rank pari passu without any preference among themselves and their repayment shall be capped at their respective issue amount. If the competent authority puts the Bank under receivership, appoints administrators to take over the Bank, or orders the Bank to suspend its business for special liquidation or to commence liquidation, the holder(s) of the Preferred Stock shall have the same priority as the holders of common shares in terms of distribution of the Bank’s residual assets.
The holders of the Preferred Stock shall have no voting and election rights in the Shareholders’ Meeting, but they shall have the right to be elected to be directors. Holders of outstanding Preferred Stock have mandatory voting rights with respect to agendas that would affect Preferred Stock in Shareholders’ meetings and in Preferred Shareholders’ meetings.
Except the right of receive the dividends as provided in Sub-paragraph 2 of this Paragraph, the holders of the Preferred Stock, if holding non-participating preferred stock, shall have no right to the distribution of the cash or capital set aside from the surplus and capital surplus, available to the holders of the Common Stock.
In case of the issuing of new stock by the Bank due to capital increase, the holders of the Preferred Stock shall have the same pre-emptive right to purchase the new stock like the holders of the Common Stock.
Preferred Stock issued by the Bank, the Board of Director is authorized to set the convertible period in the specific issuance terms. If holding Convertible Preferred Stock, may be converted at least one year after the date of issuance terms. The holders of the Preferred Stock may, pursuant to the issuance terms, apply for converting the Preferred Stock, in full or in part, into shares of Common Stock of the Bank at the conversion rate of one-to-one. Upon conversion, the converted stock shall have the same rights and obligations as common stock. Dividends for Preferred Stock at the year of conversion shall be calculated based on the ratio between the actual issuance days and total days of the conversion year, should any shares of Preferred Stock be converted into shares of the Common Stock before the standard date of dividends distribution, the holders shall not have the right to the dividends distribution of Preferred Stock in the current and following years, but such shareholder may participate in the distribution of profit and capital reserve to holders of common stock.

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If the Bank issues non-perpetual Preferred Stock, the issuance period cannot be shorter than 5 years. Holders of Preferred Stock have no right to request redemption of such shares by the Bank. Upon expiry date of the issuance period or from the day following the fifth anniversary of the issuance date, the Bank may, pursuant to the issuance price and relevant issuance terms, redeem such shares in cash, compulsorily convert such shares into newly issued shares (at 1:1 ratio), or redeem such shares in other manners permissible by law. If at the time the Bank is unable to redeem all or a part of the Preferred Stock (due to force majeure or otherwise), the rights and obligations of the outstanding Preferred Stock will remain unchanged until full redemption by the Bank.
If the Bank issues perpetual Preferred Stock, holders of perpetual Preferred Stock have no right to request redemption of such shares by the Bank. The Bank may, subject to the competent authority's approval, entirely or partially redeem the issued Preferred Stock at the actual issue price. The Bank may set redemption date at a date no earlier than the day following the fifth anniversary of the issuance date. The rights and obligations of the remaining and outstanding Preferred Stock as described in the preceding paragraphs will remain unchanged.

The Board of the Directors shall be authorized to prescribe the issuance date and the specific terms of the Preferred Stock at the actual issue date according to the conditions of the current capital market and investors’ expectation, in accordance with the Bank’s Articles of Incorporation and applicable laws and regulations.

Article 5

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

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

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

The Bank may issue special shares certificates.

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

Article 6

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

Article 7

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

58 Handbook for 2020 Annual Shareholders’ Meeting

Chapter IV. Shareholders’ Meetings

Article 8

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

Article 9

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

Article 10

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

Article 11

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

(1) To prescribe and amend the Articles of Incorporation;
(2) To elect the directors;
(3) To review the books prepared by the board of directors and the Audit Committee’ reports;
(4) To review proposals governing the increase or decrease of the share capital of the Bank;
(5) To distribute profit or make up the deficit;
(6) To resolve on any other important matters or those as provided in the Company Law.

Article 12

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

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

Article 13

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

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Article 14

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

Chapter V. Board of Directors and Managers

Article 15

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

The Bank’s Audit Committee is organized by all independent directors in accordance with the provisions of the Securities Exchange Act. Members of the Audit Committee, the exercise of authorities, and other binding matters are processed in accordance with the governing law or the organizational regulations. The organic regulation of the Audit Committee is separately prescribed by the Board of Directors.

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

Article 16

The tenure in office of the Directors shall be three (3) years. All Directors are eligible for reelection.

Article 17

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

The Board of Managing Directors shall carry out the functions of the Board of Directors while the Board of Directors is in recess.

One to Two Executive Directors shall be elected by and from among the Board of Directors. The Executive Directors shall attend meetings of the Board of Managing Directors but shall not vote.

Article 18

The Chairman of the Board of Directors shall externally represent the Bank and internally preside over the shareholders’ meetings, the meetings of the Board of Directors, and the meetings of the Board of Managing Directors. If, for temporary leave or other reasons, the Chairman is unable to exercise his powers, the Vice Chairman of the Board of Directors shall act on his

60 Handbook for 2020 Annual Shareholders’ Meeting

behalf; and if the Vice Chairman likewise is unable to exercise his powers, the Chairman of the Board may designate one Managing Director to act on his behalf. In the absence of such designation, the Managing Directors or Directors shall elect one among themselves to exercise these powers.

Article 19

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

In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date by means of personal delivery, fax, electronic mail, or postal delivery; however, in the case of emergency, the meeting may be convened at any time by the same means of notice as provided above.

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

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

Article 20

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

(1) To review and approve any corporate rules or regulations;
(2) To review and approve business plan;
(3) To propose as to the increase or decrease of capital;
(4) To decide as to whether to establish, to revoke, or to change any of the branches and/or representative offices of the Bank;
(5) To review important contracts;
(6) To prepare and compile budgets and settlement of accounts;
(7) To decide as to whether to buy or sell real estates;
(8) To propose as to the appropriation of profits or surplus;
(9) To review and approve big loan applications and important businesses;
(10) To Review and approve the appointment and dismissal of officers and managers of Finance, Accounting, Risk Management, Legal Compliance, and Internal Audit;
(11) To review and approve the appointment and dismissal of each department head of both the administrative and business units.
(12) To review matters assigned by the Chairman of the Board of Directors and the proposals submitted by the President;
(13) To carry out the resolutions of the shareholders’ meeting;
(14) To perform any other functions as may be prescribed by laws and regulations.

Article 21

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

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Article 22

The Bank’s management includes President, Executive Vice Presidents, Heads of Business Unit, Deputy Executive Vice Presidents, Department Heads (Managers and Officers), and Branch Managers.

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

Chapter VI. Accounting

Article 23

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

Article 24

For the purpose of settling the accounts of the Bank, the Board of Directors shall prepare various documents and statements and present them to the Audit Committee for examination thirty (30) days prior the regular meeting of shareholders.

After it is submitted to and audited by the Audit Committee, it should be submitted to the regular shareholders meeting for acknowledgment.

The documents enumerated in the preceding paragraph shall be declared to the competent authorities in accordance with the Company Act, Securities and Exchange Act, Banking Act and other laws and ordinances concerned and shall be duly promulgated as required.

Article 25

If there be net income before income tax, remuneration of directors and employees’ compensation, the Bank should retain an employees' compensation of 3.5%-4.5% and a remuneration of directors no greater than 1.5%. Should there be accumulated loss, the Bank shall retain earnings to cover the loss in advance.

Employees' compensation may be distributed in the form of stocks or in cash. The amount distributable as employees' compensation and remuneration of directors shall be decided by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

Article 25-1

In case of surplus after settlement of accounts for each fiscal year, the Bank shall recover all the losses incurred in the previous years, if any, before setting aside a legal reserve of thirty percent (30%) of the net profit and appropriating, according to law and regulations, a special reserve

62 Handbook for 2020 Annual Shareholders’ Meeting

shall be retained, and shall first be distributed to the dividends of Preferred Stock. The remaining amount together with the accumulated retained profits of the last year and the reversals of special reserves are available for distribution as dividends for Common Stock. The dividends for Common Stock shall be distributed at least thirty per cent (30%) of the remaining amount. The Board of Directors shall prepare the earnings distribution in accordance with the existing circumstances at the time, taking into account the future development plan of the Bank.

Any allocation of cash dividend shall, in principle, be no less than 10% of the total dividends to be distributed that year.

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

Chapter VII. Supplemental Provisions

Article 26

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

Article 27

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

Article 28

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

※ The first amendment was made, on December 9, 1991, by the Promoters’ Meeting.
※ The second amendment was made, on May 21, 1993, by the Shareholders’ Meeting.
※ The third amendment was made, on May 19, 1995, by the Shareholders’ Meeting.
※ The fourth amendment was made, on May 22, 1996, by the Shareholders’ Meeting.
※ The Fifth Amendment was made on May 21, 1997, by the Shareholders’ Meeting.
※ The Sixth amendment was made on May 20, 1998, by the Shareholders’ Meeting.
※ The Seventh amendment was made on May 19, 1999, by the Shareholders’ Meeting.
※ The Eighth amendment was made on April 28, 2000, by the Shareholders’ Meeting.
※ The Ninth amendment was made on May 11, 2001, by the Shareholders’ Meeting.
※ The Tenth amendment was made on June 5, 2002, by the Shareholders’ Meeting.
※ The Eleventh amendment was made on May 29, 2003 by the Shareholders’ Meeting.
※ The Twelfth amendment was made on April 16, 2004 by the Shareholders’ Meeting.
※ The Thirteenth amendment was made on June 27, 2006 by the Shareholders’ Meeting.
※ The Fourteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting.
※ The Fifteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting.

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※ The Sixteenth amendment was made on June 6, 2008 by the Shareholders’ Meeting. ※ The Seventeenth amendment was made on June 6, 2008 by the Shareholders’ Meeting. ※ The Eighteenth amendment was made on June 10, 2009 by the Shareholders’ Meeting. ※ The Nineteenth amendment was made on June 10, 2009 by the Shareholders’ Meeting. ※ The Twentieth amendment was made on June 21, 2010 by the Shareholders’ Meeting. ※ The Twenty-first amendment was made on June 15, 2011 by the Shareholders’ Meeting. ※ The Twenty-second amendment was made on June 26, 2012 by the Shareholders’ Meeting. ※ The Twenty-third amendment was made on June 19, 2013 by the Share holders’ Meeting. ※ The Twenty-fourth amendment was made on June 24, 2014 by the Shareholders’ Meeting. ※ The Twenty-fifth amendment was made on June 16, 2015 by the Shareholders’ Meeting. ※ The Twenty-sixth amendment was made on June 15, 2016 by the Shareholders’ Meeting. ※ The Twenty-seventh amendment was made on June 20, 2018 by the Shareholders’ Meeting. ※ The Twenty-eighth amendment was made on June 11, 2020 by the Shareholders’ Meeting. The amendment of Articles of Incorporation shall take effect by resolution of the shareholders’ meeting.

Handbook for 2020 Annual Shareholders’ Meeting

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

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

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

The meeting notice of the shareholders’ meeting shall state the registration time, location and other important information. The aforesaid registration time shall start at least thirty minutes before the beginning of the meeting. The registration desk shall be featured with clear instructions and competent staffs.

When convening shareholders’ meeting, the Company shall incorporate electronic vote casting as one of the alternative ways to cast the vote, and the procedure of electronic casting shall be written in the notice of shareholders’ meeting.

Shareholders who vote via electronic casting is deemed as presented in person.

With respect to extemporary motions, amendments of the original proposals, and substitute proposals raised in the shareholders’ meeting, those who vote via electronic casting shall be considered as abstain.

Shareholders (or proxies) shall attend shareholders’ meeting based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. Shareholders (or proxies) when attending the meeting shall hand in sign-in cards. Number of shareholders in attendance shall be calculated based on the number of attending shares, which equals to the sum of number of shares shown on the signed attended forms and the number of voting shares via electronic casting.

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

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

For a shareholders’ meeting convened by the board of directors, the chairman of the board of directors shall preside at the meeting. If the chairman of the board of directors is on leave or unable to exert the rights, the vice-chairman of the board of directors shall preside instead. If the position of vice-chairman is vacant or the vice-chairman is on leave or unable to exert the rights, the chairman of the board of directors shall designate a director to preside at the meeting. If no director is so designated, the chairman of the meeting shall be elected by the board of directors from among themselves. When a director serves as chairman, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Bank. The same shall be true for a representative of a juristic person director that serves as chairman.

Handbook for 2020 Annual Shareholders’ Meeting

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For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting; if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

The complete processes of the meeting shall be recorded by voice and video recorders and all the records shall be kept by the Company for a minimum period of at least one year. If a shareholder fi les a lawsuit pursuant to Article 189 of the Company Law, the video and audio records shall be retained until the conclusion of the litigation.

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

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

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

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

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

When the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same location or another venue.

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

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

66 Handbook for 2020 Annual Shareholders’ Meeting

Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.
Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson’s permission.

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

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

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

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

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

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

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

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

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

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

The proposal for a resolution shall be deemed approved if no objection expressed by shareholders casting their votes via electronic casting, and if the chairperson inquires and receives no objection from shareholders in attendance in person.

The validity of such approval has the same effect as if the resolution has been put to vote.

Should objection of a proposal be expressed, such proposal shall be put to vote.

Handbook for 2020 Annual Shareholders’ Meeting

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

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

The results of voting and election shall be announced after the vote calculation on the spot and kept for records.

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

Article 13 The meeting shall be adjourned if encountering an air-raid alarm during the meeting. The meeting shall resume one hour after the alarm is lifted.
Article 14 The chairperson may maintain the meeting order by instructing the security guards. The security guards shall wear the armband for identification when helping maintaining the venue order.
Article 15 The shareholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the shareholders’ meeting from the meeting.
Article 16 For matters not governed by the rules specified herein, shall be governed according to Company Law, Securities Exchange Act and the other related laws and regulations.
Article 17 The regulations will be implemented with the approval of the Preparatory Commission. The amendment of the regulations will be implemented after it is resolved in the shareholders’ meeting.

68 Handbook for 2020 Annual Shareholders’ Meeting

III Guidelines for Electing Directors of Far Eastern International Bank

Last amended on June 16, 2015

Article 1 The rules shall apply to the election of directors of the Bank.

Article 2 The election of the Bank’s directors shall be on the basis of accumulation of votes. Ballot of the eligible voter shall be assigned with code of certificate of present voter. The ballots to be prepared by Board of directors shall indicate serial number of present voter and the number of votes he represented.
Article 3 The election of the Bank’s directors and Independent directors shall be elected by candidate nomination system in accordance with Article 192-1 of Company Law and regarding the qualification. Independent directors, non-independent directors in accordance with the articles of incorporation of the bank and the board of directors shall be elected in the same election, but the ballots shall be calculated separately and respectively. For the seats of the Bank’s Directors and Supervisors, the ones winning more ballots shall be elected to fill up the seats separately as independent directors, non-independent directors and supervisors. Independent condition and other matters, “ Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and other related laws and regulations should be followed.
Article 4 In the beginning of the election, the chairman shall designate two canvassers and two tally clerks to carry out relevant missions. The canvassers shall be limited to shareholders of the Bank.

Article 5 The canvasser shall perform the following missions:

(1) Prior to casting of votes, open the vote box to the participants and have a seal attached onto the cover of box.
(2) Maintain good order for vote casting and prevent any negligence or irregularities in voting.
(3) Upon completion of voting, remove the seal from box cover, take out the ballots and count the number of ballots.
(4) Check to see if there are any invalid votes and have the valid votes hand over to tally clerk.
(5) Conduct supervision over the votes recorded by tally clerk and votes won by the eligible directors/supervisors.
Article 6 Where a candidate is a natural person, the voters shall expressly enter the 80 candidate’s account name and shareholder account number on the ballots if he is a shareholder, and shall expressly enter the candidate’s name and ID document number on the ballots if he is not a shareholder. Where a candidate is a government or a corporate shareholder, other than the shareholder account number, the voters may enter as well the name of the government or a corporate shareholder and name of representative. In case of several representatives, the names of representatives shall be entered.

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Article 7 A ballot is null and void if:

(1) Not in the ballot form as required under the Regulations.
(2) Bearing two or more candidates on a same ballot.
(3) Remaining blank bearing no entries from the vote.
(4) Bearing entries not satisfactory to Article 6 or bearing other irrelevant wording.
(5) Bearing vague, illegible wording.
(6) Bearing a candidate who proves nonconforming in qualifications.
Article 8 The ballot boxes shall be prepared by the Bank and shall be opened, checked and verified by ballot monitor in public before balloting process.
Article 9 After all ballots are cast into ballot box, the canvasser shall join the tally clerk in opening of ballot box.

Article 10 The canvasser shall supervise over the count of ballots of tally clerk.

Article 11 In case of any doubts about the ballots, the canvasser shall be requested to conduct a verification to see the validity of the ballots. The invalid ballots shall be segregated from the valid ones and be certified as invalid ballots by the canvasser after having counted number of ballots and the voting rights.
Article 12 According to results of the votes, the canvasser shall conduct a check on the valid ballots and invalid ballots and produce a record indicating the number of valid ballots and voting rights, the invalid ballots and the voting rights and then the chairman shall announce the names of the elected Directors and Supervisors.

Article 13 Board of Directors shall issue notice of the elected directors.

Article 14 These guidelines shall become effective upon having been approved by meeting of shareholders and the same provision shall also apply to revision thereto.

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AI assistant

FEIB — AGM Information 2021

52204_rns_2021-07-30_54b2eb1a-e660-4cd6-ae5e-853c6c4f196c.pdf

Contents

Far Eastern International Bank (FEIB) 2021 Annual Shareholders’ Meeting

Meeting Agenda

Chairperson’s remarks

Report Items (Non-Voting Items)

Approval Items (Voting Items)

Proposed Resolutions and Election of Directors (Voting Items)

Questions and Motions (Voting Items)

Adjourned

Report Items (Non-Voting Items)

1. 2020 Business Report

2. 2020 Financial Statements

3. Audit Committee’s Review Report for 2020 Business Report and Financial Statements

4. Summary of 2020 Employees’ Compensation and Directors’ Remuneration

5. Summary of Financial Debentures Issued in 2020

Approval Items (Voting Items)

1. 2020 Business Report and Financial Statements

2. 2020 Earnings Distribution

Proposed Resolutions and Election of Directors (Voting Items)

1. Amendment of Articles of Incorporation of Far Eastern International Bank

2. Amendments of Rules Governing Conduct of Shareholders' Meeting of Far Eastern International Bank

3. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends

4. Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties

5. Election of the 11[th] Term of Board of Directors

6. Waiver of Non-Competition Binding to Directors

Questions and Motions (Voting Items)

Attachment I

2020 Business Report

I. Operating Results for 2020 (consolidated financial report)

2. Ratings

3. Research and Development

4. Structural Changes

5. Impact of External Competitions, Legal and Overall Operating Environment

II. Operating Plans for 2021

1. Operating Goals

2. Policies and Major Strategies

(2) Corporate Banking:

(3) Financial Markets:

(4) Digital Banking:

Attachment II

Independent Auditors’ Report & 2020 Financial Statements

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

FAR EASTERN INTERNATIONAL BANK LTD.

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Attachment III

Audit Committee’s Review Report for 2020 Business Report and Financial Statements

Attachment IV

Amendment of Articles of Incorporation of Far Eastern International Bank

Attachment V

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

Attachment VI

List of Candidates for Director Election

Attachment VII

Current Shareholding of Directors and Independent Directors

Attachment IX

Impact of Stock Dividends on Operating Results, Earnings per Share and Shareholders’ Return on Investment

GENERAL INFORMATION

I Articles of Incorporation of Far Eastern International Bank

Chapter I. General Provisions

FEIB AGM Information 2021