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FEIB — AGM Information 2021
Jul 30, 2021
52204_rns_2021-07-30_b309c46e-a4fd-43d2-b1e1-b6f25e05c81f.pdf
AGM Information
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Far Eastern International Bank (FEIB) 2021 Annual General Shareholders’ Meeting Minutes
Date : Tuesday, 20 July 2021
Time : 9:00 a.m. Taipei time
Place : Auditorium in the Taipei Hero House, No. 20, Changsha Street, Section 1, Taipei, Taiwan
Shareholders present for commencing meeting:
Total outstanding shares of FEIB : 3,448,104,441 shares
Total shares represented by shareholders present : 2,322,544,525 shares
Percentage of shares held by shareholders present : 67.36%
Directors at present:
Ms. Ching-Ing Hou, Representative of Yue Ding Industry Co., Ltd.
Mr. Douglas Tong Hsu
Mr. Shaw Y. Wang, Representative of Far Eastern New Century Corp.
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Mr. Humphrey Cheng, Representative of Far Eastern New Century Corp.
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Mr. James Wu, Representative of Far Eastern New Century Corp.
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Mr. Tsung-Ming Cheng, Representative of Asia Cement Corp.
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Mr. Shi-Chun Hsu, Representative of Asia Cement Corp.
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Mr. Min-Teh Yu, Representative of U-Ming Marine Transport Corp.
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Ms. Hsiao Hui Wang, Independence Director
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Ms. Susan S. Chang, Independence Director
Mr. Bing Shen, Independence Director (Chairman of Audit Committee, online video) Total attended directors exceeded 50% of 11 seats in the board.
Chairman: Ching Ing Hou
Recorder: Chia Yu Lin
A. Report Items (Non-Voting Items)
1. 2020 Business Report
The 2020 business report is detailed in the meeting handbook from page 17 to 22.
2. 2020 Financial Statements
The 2020 financial statements and the independent auditors’ report by Deloitte & Touche are detailed in Attachment I. (The 2020 financial statements are available for access 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 II.
4. Summary of 2020 Employees’ Compensation and Directors’ Remuneration
The 2020 summary of employees’ compensation and directors’ remuneration is on page 4 of the meeting handbook.
5. Summary of Financial Debentures Issued in 2020
The summary of the issuance of FEIB financial debentures are detailed on page 5 of the meeting handbook.
B. 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.
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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.
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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.
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iii. Please vote FOR.
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Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 2,257,562,985 votes (including e-voting) were FOR the proposal, or 97.20% of the total votes; 1,824,203 votes were AGAINST the proposal, or 0.08% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 63,180,206 votes were ABSTAINED, or 2.72% of the total votes; The proposal hereby is approved.
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
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the estimated number of shares.
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iv. Please vote FOR.
-
Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 2,259,253,939 votes (including e-voting) were FOR the proposal, or 97.27% of the total votes; 3,182,294 votes were AGAINST the proposal, or 0.14% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 60,131,161 votes were ABSTAINED, or 2.59% of the total votes; The proposal hereby is approved.
C. 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.
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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 : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 2,245,235,437 votes (including e-voting) were FOR the proposal, or 96.67% of the total votes; 1,948,917 votes were AGAINST the proposal, or 0.08% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 75,383,040 votes were ABSTAINED, or 3.25% of the total votes; The proposal hereby is approved.
2. Amendment 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.
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ii. A comparison table of above amendments is detailed in Attachment V.
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iii. Please vote FOR.
-
Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 2,245,214,912 votes (including e-voting) were FOR the proposal, or 96.67% of the
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total votes; 2,003,527 votes were AGAINST the proposal, or 0.09% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 75,348,955 votes were ABSTAINED, or 3.24% of the total votes; The proposal hereby is approved.
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.
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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.
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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.
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iv. The ex-right date of stock dividends (same as the effective date of issuing new shares) will be determined by the Board of Directors after 2021 annual shareholders’ meeting.
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v. Please vote FOR.
-
Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 2,244,883,547 votes (including e-voting) were FOR the proposal, or 96.66% of the total votes; 2,396,356 votes were AGAINST the proposal, or 0.10% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 75,287,491 votes were ABSTAINED, or 3.24% of the total votes; The proposal hereby is approved.
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.
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ii. The purpose of private placement is to seek alliance opportunities with domestic or foreign
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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:
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The issuing price of common shares shall be no less than 80% of the reference price, which is the higher of the following two basis prices:
-
(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.
-
-
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.
-
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.
-
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.
-
-
(ii) The selection, purpose, necessity and benefits of allying with the specific parties:
-
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.
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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 risktaking capacity under Basel III, and supporting the Bank’s long-term development.
-
Benefits: The Bank’s competitiveness and profitability will be enhanced via management participation of the specific parties.
-
-
(iii) The justification of private placement:
-
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 longterm business cooperation relationship with the partners would be secured by the 3-year lock-up period of investment per private placement regulation.
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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.
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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
-
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benefits will include strengthening the Bank’s competitiveness, profitability, capital adequacy, and shareholders’ equity.
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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.
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v. Please vote FOR.
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Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 1,948,156,093 votes (including e-voting) were FOR the proposal, or 83.88% of the total votes; 299,019,418 votes were AGAINST the proposal, or 12.87% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 75,391,883 votes were ABSTAINED, or 3.25% of the total votes; The proposal hereby is approved.
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.
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ii. According to Article 15 and Article 16 of the Bank’s Articles of Incorporation, 11 directors (including 3 independent directors) shall be elected for a 3-year tenor, commenced from the date of election.
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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.
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iv. Please vote FOR.
Election: Newly Elected Director
| Shareholder NO. |
Name | Votes Received | Legal Entity |
|---|---|---|---|
| 0029779 | Ms. Ching-Ing Hou | 4,383,122,166 (including4,156,336,808 e-voting) |
Yue Ding Industry Co.,Ltd. |
| 0000033 | Mr. Douglas Tong Hsu | 4,770,193,650 (including4,541,821,772 e-voting) |
None |
| 0000001 | Mr. Shaw Y. Wang | 2,190,036,245 (including1,963,532,495 e-voting) |
Far Eastern New CenturyCorp. |
| 0000001 | Mr. Humphrey Cheng | 1,973,979,382 (including1,748,542,767 e-voting) |
Far Eastern New CenturyCorp. |
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| Shareholder NO. |
Name | Votes Received | Legal Entity |
|---|---|---|---|
| 0000001 | Mr. James Wu | 1,962,535,071 (including1,738,021,373 e-voting) |
Far Eastern New CenturyCorp. |
| 0000002 | Mr. Tsung-Ming Chung | 1,826,212,494 (including1,605,477,602 e-voting) |
Asia Cement Corp. |
| 0000002 | Dr. Shi-Chun Hsu | 1,450,711,718 (including1,236,593,664 e-voting) |
Asia Cement Corp. |
| 0176537 | Dr. Min-The Yu | 1,474,359,596 (including1,260,636,125 e-voting) |
U-Ming Marine Transport Corp. |
| Y20024**** | Ms. Hsiao Hui Wang (Independent Director) |
1,478,740,063 (including1,353,228,931 e-voting) |
None |
| E20159**** | Ms. Susan S. Chang (Independent Director) |
1,355,909,396 (including1,244,196,744 e-voting) |
None |
| T10182**** | Dr. Bao-Shuh Paul Lin (Independent Director) |
1,434,333,843 (including1,324,259,400 e-voting) |
None |
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:
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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.
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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 the | Major business of | ||
| Name | Related company | |||
| the Bank | company | the company |
||
| Da Chung Bills | ||||
| Director | Mr. Douglas Tong Hsu | Director | Bills Finance | |
Finance Corp. |
||||
| Representative of Far | ||||
Eastern New Century |
Far Eastern Asset | |||
| Director | Director | AMC | ||
Corporation: |
Management Corp. | |||
Mr. Shaw Y. Wang |
||||
| Representative of Far | ||||
| Deutsche Far Eastern | ||||
Eastern New Century |
||||
| Director | Asset Management | Chairman | SITE / SICE | |
Corporation: |
||||
| Company Ltd. | ||||
Mr. Humphrey Cheng |
||||
iii. Please vote FOR.
- Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,322,567,394 (1 share for 1 vote), where 2,014,789,364 votes (including e-voting) were FOR the proposal, or 86.75% of the total votes; 231,489,752 votes were AGAINST the proposal, or 9.97% of the total votes; 0 vote was INVALID, or 0.00% of the total votes; and 76,288,278 votes were ABSTAINED, or 3.28% of the total votes; The proposal hereby is approved.
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D. Motions (Voting Items): None
E. Meeting adjourned
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Attachment I
Independent Auditors’ Report & 2021 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 |
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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 (Continued) |
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 (Continued) |
||
|---|---|---|---|---|---|
| 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) |
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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 |
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|---|---|---|---|---|---|
| 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)
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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)
| 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 |
Equity Attributable to Shareholders of the Parent | Others Unrealized Gain (Loss) on Financial Assets at Exchange Fair Value Differences on Through Other Translating Comprehensive Foreign Operations Income $ 53,817 $ (106,489 ) - - 53,817 (106,489) - - - - - - - - - - - - (125,907) 546,124 (125,907) 546,124 - 68,461 (72,090) 508,096 - - - - - - - - - - - - (124,381) 505,006 (124,381) 505,006 - 159,123 $ (196,471) $ 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 |
||
|---|---|---|---|---|---|
| Share Capital Capital Surplus $ 32,691,859 $ 456,426 - - 32,691,859 456,426 - - - - - - 866,334 - 866,334 - - - - - - - - - 33,558,193 456,426 - - - - - - 922,851 - 922,851 - - - - - - - - - $ 34,481,044 $ 456,426 |
Retained Earnings | ||||
| Unappropriated Legal Reserve Special Reserve Earnings $ 7,400,808 $ 36,411 $ 4,211,908 - - (17,138) 7,400,808 36,411 4,194,770 1,057,260 - (1,057,260 ) - 39,804 (39,804 ) - - (1,471,134 ) - - (866,334) 1,057,260 39,804 (3,434,532) - - 3,632,595 - - (24,867) - - 3,607,728 - - (68,461) 8,458,068 76,215 4,299,505 1,089,777 - (1,089,777 ) - (52,672 ) 52,672 - - (1,570,524 ) - - (922,851) 1,089,777 (52,672) (3,530,480) - - 2,518,703 - - 130,488 - - 2,649,191 - - (159,123) $ 9,547,845 $ 23,543 $ 3,259,093 |
16
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)
17
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)
18
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22
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 |
23
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)
24
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 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 |
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 |
||
|---|---|---|---|---|
(Concluded)
25
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 Capital Surplus $ 32,691,859 $ 456,426 - - 32,691,859 456,426 - - - - - - 866,334 - 866,334 - - - - - - - - - 33,558,193 456,426 - - - - - - 922,851 - 922,851 - - - - - - - - - $ 34,481,044 $ 456,426 |
Retained Earnings | Other Equity Exchange Differences on Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Translating Foreign Operations Comprehensive Income $ 53,817 $ (106,489 ) - - 53,817 (106,489) - - - - - - - - - - - - (125,907) 546,124 (125,907) 546,124 - 68,461 (72,090) 508,096 - - - - - - - - - - - - (124,381) 505,006 (124,381) 505,006 - 159,123 $ (196,471) $ 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 |
|---|---|---|---|---|
Legal Reserve Special Reserve Unappropriated Earnings $ 7,400,808 $ 36,411 $ 4,211,908 - - (17,138) 7,400,808 36,411 4,194,770 1,057,260 - (1,057,260 ) - 39,804 (39,804 ) - - (1,471,134 ) - - (866,334) 1,057,260 39,804 (3,434,532) - - 3,632,595 - - (24,867) - - 3,607,728 - - (68,461) 8,458,068 76,215 4,299,505 1,089,777 - (1,089,777 ) - (52,672 ) 52,672 - - (1,570,524 ) - - (922,851) 1,089,777 (52,672) (3,530,480) - - 2,518,703 - - 130,488 - - 2,649,191 - - (159,123) $ 9,547,845 $ 23,543 $ 3,259,093 |
26
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) |
|---|---|---|
27
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) |
28
Attachment II
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 hence issued the review report herewith in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
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Bing Shen
Audit Committee Convener
Far Eastern International Bank
29
Attachment III
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 surplus | After that, the remaining surplus | ||
| should first be paid for the | should first be paid for the | ||
| dividends of the current year on | dividends of the current year on | ||
| the Preferred Stock. | 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. |
30
| 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 earnings. | years where there are 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 | ||
| pari passu without any | pari passu without any | ||
| preference amongthemselves | preference amongthemselves |
| 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 earnings. | years where there are 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 | ||
| pari passu without any | pari passu without any | ||
| preference amongthemselves | preference amongthemselves |
31
| Section | Proposed changes | Proposed changes | Current Articles | Current Articles | Reasons | ||
|---|---|---|---|---|---|---|---|
| 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 | ||||||
| capital set aside from the | capital set aside from the |
32
Section
Reasons
==> picture [52 x 576] intentionally omitted <==
Proposed changes
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
Current Articles
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
==> picture [106 x 576] intentionally omitted <==
33
Section
Current Articles Reasons
Proposed changes
| Section | Proposed changes | Current Articles | Reasons |
|---|---|---|---|
| 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-perpetual | 9. If the Bank issues non-perpetual | ||
| Preferred Stock, the issuance | Preferred Stock, the issuance | ||
| period cannot be shorter than 5 | period cannot be shorter than 5 | ||
| years. Holders of Preferred | years. Holders of Preferred | ||
| Stock have no right to request | Stock have no right to request | ||
| redemption of such shares by | redemption of such shares by | ||
| the Bank. Upon expiry date of | the Bank. Upon expiry date of | ||
| the issuance period or from the | the issuance period or from the | ||
| day following the fifth | day following the fifth | ||
| anniversary of the issuance | anniversary of the issuance | ||
| date, the Bank may, pursuant | date, the Bank may, pursuant | ||
| to the issuance price and | to the issuance price and | ||
| relevant issuance terms, | relevant issuance terms, | ||
| redeem such shares in cash, | redeem such shares in cash, | ||
| compulsorily convert such | compulsorily convert such | ||
| shares into newly issued | 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 | ||
| the Bank. The Bank may, | the Bank. The Bank may, |
==> picture [52 x 576] intentionally omitted <==
34
| Proposed changes | Current Articles | Reasons | |
|---|---|---|---|
| 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 | The Board of the Directors | ||
| shall be authorized to | shall be authorized to | ||
| prescribe the issuance date | prescribe the issuance date | ||
| and the specific terms of the | and the specific terms of the | ||
| Preferred Stock at the actual | Preferred Stock at the actual | ||
| issue date according to the | issue date according to the | ||
| conditions of the current | conditions of the current | ||
| capital market and investors’ | capital market and investors’ | ||
| expectation, in accordance | expectation, in accordance | ||
| with the Bank’s Articles of | with the Bank’s Articles of | ||
| Incorporation and applicable | Incorporation and applicable | ||
| laws and regulations. | laws and regulations. |
Section Proposed changes
==> picture [52 x 366] intentionally omitted <==
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. The share certificate of the Bank According to Article 25 shall be numbered, bearing the Paragraph 1 of the joint signatures or seals of three Banking Act, The shares 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 issued in a non-physical need not be witnessed by printed manner, and in share certificate but shall be conjunction with registered with a securities practical operations, the central depository institution; 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 shares so issued but shall
Incorporation and applicable laws and regulations. Article 5 All shares issued by the Bank shall be register shares and issued in accordance with the laws.
The shares issued by the Bank need not be witnessed by printed share certificate but shall be registered with a securities central depository institution.
==> picture [142 x 57] intentionally omitted <==
35
| Section | Proposed changes | Proposed changes | Current Articles | Reasons |
|---|---|---|---|---|
| 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 | ||
| approved by the competent | approved by the competent | read.Correct the text | ||
| authority. | authority. | layout, 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 Shareholders’ Meeting. | |||
| Omitted | The amendment of Articles of | |||
| ‧ | Incorporation shall take effect | |||
| ※ The Twenty-eighth amendment | on approval by the | |||
| was made on June 11, 2020. | shareholders’ meeting. | |||
| ※ The Twenty-ninth amendment | ||||
| was made on July 20, 2021. |
36
Attachment IV
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 | ||
| vote, after the chairperson or a | same effect as if the resolution | |||
| person designated by the | has been put to vote. |
37
| Section | Proposed changes | Current Articles | Reasons |
|---|---|---|---|
| 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. |
38
Attachment V
List of Director Candidates
| Educational | Legal Entity | |||||
|---|---|---|---|---|---|---|
| Title | Name | Professional Background | Current Positions | Others |
||
| Background | Represent | |||||
| Director | Ms. | Master’s degree | Former Professor, | Chairperson, | Yue Ding | None |
| Ching-Ing | in Economics, | Dept. of Money and | Far Eastern International Bank | Industry Co., | ||
| Hou | Vanderbilt | Banking ,National | Ltd. | |||
| University, | Chengchi University | Director, | ||||
| U.S.A. | Southern Taiwan University of | |||||
| Former Chairperson, Taiwan | Science and | |||||
| BA & Master’s | Academy of Banking | Technology | ||||
| degree in | and Finance | |||||
| Economics, | ||||||
| National Taiwan | Supervisor, | |||||
| University | Far Eastern New Century | |||||
| 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 | Group Foundation Executive | Far Eastern | None |
| Shaw Y. | Business | Executive Vice President, | Director, | New Century | ||
| Wang | Administration, | Far Eastern New Century | Far Eastern New Century | Corporation | ||
| National Chung | Corporation | Corporation | ||||
| Hsing University | ||||||
| Executive Director, | ||||||
| EMBA Courses, | Far Eastern International Bank | |||||
| National Taiwan | ||||||
| University | Director, | |||||
| Far Eastern Asset Management | ||||||
| Corp. | ||||||
| Director, | ||||||
| Yuan Ze University |
39
| Educational | Legal Entity | |||||
|---|---|---|---|---|---|---|
| Title | Name | Professional Background | Current Positions | Others |
||
| Background | Represent | |||||
| 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 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 | Country Chief Officer, | Independent Director, Primax | Far Eastern | None |
| James Wu | University | Deutsche Bank, | 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 | ||||||
| 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 |
40
| Educational | Legal Entity | |||||
|---|---|---|---|---|---|---|
| Title | Name | Professional Background | Current Positions | Others |
||
| Background | Represent | |||||
| 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, Far Eastern Electronic | ||||||
| Former Chairman, | Toll Collection Co., Ltd. | |||||
| Bank of Kaohsiung. | ||||||
| Director, FETC International Co., | ||||||
| Former Chair Professor of | Ltd. | |||||
| Management, | ||||||
| Yuan Ze University | Director, | |||||
| Far Eastern International Bank | ||||||
| Mr. Kao Jen-Yen Chair Professor, | ||||||
| Feng Chia University | ||||||
| Director | Dr. | Ph.D., Ohio State | Former Professor, | Independent Director, JMicron | U-Ming | None |
| Min-The Yu | University, U.S.A. | Dept. of Finance, National | Technology Corporation. | Marine | ||
| Taiwan University | Transport | |||||
| Independent Director, Gourmet | Corp. | |||||
| Honorary Professor, | Master Co., Ltd. | |||||
| National Tsing Hua University | ||||||
| Director, | ||||||
| Former President, | Harbinger VIII Venture Capital | |||||
| Providence University | Corp. | |||||
| Former President, | Director, | |||||
| China University of | Far Eastern International Bank | |||||
| Technology | ||||||
| Professor, | ||||||
| Former Dean, | Providence University | |||||
| National Chiao Tung | ||||||
| University College of | ||||||
| Management | ||||||
| Dean of College of | ||||||
| Management, Yuan Ze | ||||||
| University | ||||||
| Former Commissioner, | ||||||
| Resolution Trust Corporation | ||||||
| (RTC), Executive Yuan | ||||||
| Former Commissioner, | ||||||
| National Development Fund, | ||||||
| Executive Yuan | ||||||
| Former 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 |
41
| Educational | Legal Entity | |||||
|---|---|---|---|---|---|---|
| Title | Name | Professional Background | Current Positions | Others |
||
| Background | Represent | |||||
| Independent | Ms. | Master’s degree | Former Chairperson, Bank of | Independent Director, | None | None |
| Director | Susan S. | in Dept. of | Taiwan | Far Eastern International Bank | ||
| Chang | Economics, | |||||
| National Taiwan | Former Chairperson, Taiwan | Director, | ||||
| University. | Financial Holdings | Jinniujin Business Co., Ltd. | ||||
| BA, Dept. of | Former Vice Chairperson, | Director, Grace Technology Co., | ||||
| Economics, | Financial Supervisory | Ltd. | ||||
| National Taiwan | Commission | |||||
| University. | Supervisor, | |||||
| Former Administrative Deputy | Entie Tech-Engineering Co., Ltd. | |||||
| Minister, | ||||||
| Ministry of Finance | ||||||
| Former Director-General, | ||||||
| National Treasury | ||||||
| Administration, | ||||||
| Ministry of Finance | ||||||
| Former Vice Commissioner, | ||||||
| Bureau of Monetary Affairs | ||||||
| Former Deputy Chief, Dept. of | ||||||
| Monetary Affairs | ||||||
| Former Deputy Director, | ||||||
| Economic Research | ||||||
| Dept., Council for Economic | ||||||
| Planning And Development, | ||||||
| Executive Yuan | ||||||
| Independent | Dr. | University of Illinois, | General Director, Computer | Research Fellow, Department of | None | None |
| Director | Bao-Shuh | Chicago, USA, | Communications Research | Computer Science, National Yang | ||
| Paul Lin | Ph.D. in Computer | Division, Industrial Technology | Ming Chiao Tung University, |
|||
| Science | Research Institute | Taiwan | ||||
| Senior Vice President, Global | Contract Professor, Department of | |||||
| Research Labs, Philips | Computer Science, National Yang | |||||
| Electronics | Ming Chiao Tung University, | |||||
| Taiwan | ||||||
| Senior Manager, Teknekron | ||||||
| Communication Corp. USA | ||||||
| Advanced researcher, Bell | ||||||
| Labs of AT&T | ||||||
| Chief Director of | ||||||
| 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 |
42