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FEIB — AGM Information 2025
Jun 3, 2025
52204_rns_2025-06-03_147d9a67-7cbd-43b0-a296-0386dd322bdf.pdf
AGM Information
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Contents
2025 Annual Shareholders’ Meeting Agenda .......................................... 3 Report Items (Non-Voting Items) ................................................................ 4 1. 2024 Business Report .......................................................................... 4 2. 2024 Financial Statements ................................................................... 4 3. Audit Committee’s Review Report for 2024 Business Report and Financial Statements .............................................................................. 4 4. Summary of 2024 Employees’ Compensation and Directors’ Remuneration ......................................................................................... 4 5. Summary of Financial Debentures Issued in 2024 ................................. 5 6. Amendment of Ethical Corporate Management Best Practice Principles of Far Eastern International Bank ............................................................... 6 7. Amendment of Codes of Ethical Conduct of Far Eastern International Bank ....................................................................................................... 6 Approval Items (Voting Items) .................................................................... 7 1. 2024 Business Report and Financial Statements ................................. 7 2. 2024 Earnings Distribution ..................................................................... 8 Proposed Resolutions (Voting Items) ........................................................ 9 1. Amendment of Articles of Incorporation of Far Eastern International Bank ....................................................................................................... 9 2. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends .............................................................................................. 10 3. Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties ...................................................................................... 11 4. Amendment of Procedures of Asset Acquisition or Disposal of Far Eastern International Bank ..................................................................... 13 Questions and Motions (Voting Items) ...................................................... 14
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Handbook for 2025 Annual Shareholders’ Meeting
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| Attachments ................................................................................................. 15 | Attachments ................................................................................................. 15 |
|---|---|
| I. | 2024 Business Report ........................................................................ 15 |
| II. Independent Auditors’ Report & 2024 Financial Statements ............... 20 | |
| III. | Audit Committee’s Review Report for 2024 Business Report and |
| Financial Statements .......................................................................... 40 | |
| IV. | Amendment of Ethical Corporate Management Best Practice |
| Principles of Far Eastern International Bank ........................................ 41 | |
| V. | Amendment of Code of Ethical Conduct of Far Eastern International |
| Bank ..................................................................................................... 43 | |
| VI. | Amendment of Articles of Incorporation of Far Eastern International |
| Bank ..................................................................................................... 46 | |
| VII. Amendment of Procedures of Asset Acquisition or Disposal of Far | |
| Eastern International Bank ................................................................... 48 | |
| General Information ..................................................................................... 49 | |
| I. | Articles of Incorporation of Far Eastern International Bank .................. 49 |
| II. | Rules Governing Conduct of Shareholders’ Meeting of Far Eastern |
| International Bank ................................................................................. 59 | |
| III. | Procedures of Asset Acquisition or Disposal of Far Eastern International |
| Bank ..................................................................................................... 64 | |
| IV. | Ethical Corporate Management Best Practice Principles of Far |
| Eastern International Bank ................................................................... 83 | |
| V. | Code of Ethical Conduct of Far Eastern International Bank ................. 88 |
| VI. | Current Shareholding of Directors and Independent Directors ............. 91 |
| VII. | Impact of Stock Dividends on Operating Results, Earnings per Share, |
| and Shareholders’ Return on Investment ............................................. 92 |
2 Handbook for 2025 Annual Shareholders’ Meeting
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Far Eastern International Bank (FEIB)
2025 Annual Shareholders’ Meeting
Date: Thursday, May 22, 2025
Time: 9:00 a.m., Taipei time
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Place: GIS MOTC Convention Center, 5F, No. 24, Section 1, Hangzhou South Road, Taipei, Taiwan
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Convening method: The meeting is held hybrid and simultaneously at a physical location and through video conference.
The video conferencing platform is provided by Taiwan Depository & Clearing Corporation. (https://stockservices.tdcc.com.tw)
Meeting Agenda
Meeting begins (Confirming the attending shareholding %)
Chairperson’s remarks
Report Items (Non-Voting Items)
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2024 Business Report
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2024 Financial Statements
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Audit Committee’s Review Report for 2024 Business Report and Financial Statements
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Summary of 2024 Employees’ Compensation and Directors’ Remuneration
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Summary of Financial Debentures Issued in 2024
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Amendment of Ethical Corporate Management Best Practice Principles of Far Eastern International Bank
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Amendment of Code of Ethical Conduct of Far Eastern International Bank
Approval Items (Voting Items)
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2024 Business Report and Financial Statements
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2024 Earnings Distribution
Proposed Resolutions (Voting Items)
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Amendment of Articles of Incorporation of Far Eastern International Bank
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Proposal of Issuing New Shares - to Capitalize Shareholder Dividends
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Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties
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Amendment of Procedures of Asset Acquisition or Disposal of Far Eastern International Bank
Questions and Motions (Voting Items)
Meeting Is Adjourned
The English version is the translation of the Chinese version and the Chinese version shall prevail, if any discrepancy.
Handbook for 2025 Annual Shareholders’ Meeting 3
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Report Items (Non-Voting Items)
1. 2024 Business Report
The 2024 business report is detailed in Attachment I.
2. 2024 Financial Statements
The 2024 financial statements and the independent auditors’ report by Deloitte & Touche are detailed in Attachment II. (The 2024 financial statements are also available at http://mops.twse.com.tw)
3. Audit Committee’s Review Report for 2024 Business Report and Financial Statements
The Audit Committee’s review report is detailed in Attachment III.
4. Summary of 2024 Employees’ Compensation and Directors’ Remuneration
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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 as no greater than 1.5% of IBTCR, respectively.
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ii. The income before tax, employees’ compensation and directors’ remuneration (IBTCR) in 2024 is NT$ 5,116,504,316. Based on board resolution on March 4, 2025, the Bank’s 2024 employees’ compensation and directors’ remuneration are NT$197,472,560 (or 3.86% of IBTCR) and NT$65,824,146 (or 1.29% of IBTCR), respectively, and are all paid in cash.
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5. Summary of Financial Debentures Issued in 2024
- i. The issuance of FEIB financial debentures in 2024 :
| Tranch | Tranch | |
|---|---|---|
| 1st senior unsecured financial debenture in 2024 | ||
| Item | ||
| The board resolution date of the issuing plan of subordinated | ||
| Date of board | debentures up to NT$ 4 billion and senior unsecured financial | |
| resolution | debentures up to NT$ 6 billion (or the equivalent in other | |
| currencies) was 2022/03/03 | ||
| A tranch is 5 years (2024/10/24-2029/10/24) | ||
| Tenor | ||
| B tranch is 7 years (2024/10/24-2031/10/24) | ||
| Amount | A tranch: NT$ 5 billion; B tranch: NT$ 1 billion | |
| Coupon | A tranch:1.95% p.a. fixed; B tranch:2.00% p.a. fixed | |
| The Bank issued debentures to obtain medium- and long-term | ||
| Use of proceeds | stable funding, and to enhance the Bank's asset-liability | |
| structure for various business development needs. | ||
| Repayment | The principal is repaid bullet at maturity date. | |
| Guarantor | None | |
| Approval authority | ||
| Entity | Financial Supervisory Commission | |
| Date | 2022/6/20 | |
| Doc. No. | FSC No.1110139692 | |
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6. Amendment of Ethical Corporate Management Best Practice Principles of Far Eastern International Bank
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i. According to Articles 19 and 23 of the " Ethical Corporate Management Best Practice Principles for TWSE / GTSM Listed Companies " of the Taiwan Stock Exchange, the Ethical Corporate Management Best Practice Principles of Far Eastern International Bank is amended by adding the concerned persons who should be excused from the board meetings and by revising the article contents related to whistle-blow event. A comparison table of the rules before vs. after amendments is detailed in Attachment IV.
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ii. The amendments were approved by the board resolution on August 9, 2024 in the 2[nd] meeting of the 12[th] term Board of Directors.
7. Amendment of Codes of Ethical Conduct of Far Eastern International Bank
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i. According to Financial Supervisory Commission Order No.11302725761, the Codes of Ethical Conduct of Far Eastern International Bank is amended to reinforce sustainability information management, and to enhance information disclosure quality. A comparison table of the rules before vs. after amendments is detailed in Attachment V.
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ii. The amendments were approved by the board resolution on March 4, 2025 in the 4[th] meeting of the 12[th] term Board of Directors.
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Approval Items (Voting Items)
1. 2024 Business Report and Financial Statements
The Board of Directors recommends shareholders vote FOR 2024 business report and financial statements.
Explanatory Notes:
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i. The Audit Committee has reviewed the business report and the audited financial statements (certified by Chun-Hung Chen, CPA, and Chen-Hsiu Yang, CPA, of Deloitte & Touche) of the Bank for the year ended Dec. 31, 2024 and found the reports acceptable.
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ii. The 2024 business report, the independent auditors’ report & 2024 financial statements, and Audit Committee’s review report are detailed in Attachment I, II, and III.
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iii. Please vote FOR.
Resolutions:
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2. 2024 Earnings Distribution
The Board of Directors recommends shareholders vote FOR 2024 earnings distribution.
Explanatory Notes:
| planatory Notes: | |
|---|---|
| The Bank’s 2024 earnings distribution is as follows: Net income Adjustment to retained earnings for revaluation of defined benefit plans Adjustment to retained earnings, for disposal income/loss of equity instruments at fair value through other comprehensive income Provision for legal reserve Reversal of special reserve Unappropriated earnings - beginning Distributable earnings Earnings distribution: Shareholder dividends Unappropriated earnings - ending |
(Unit: NT$) 4,297,189,848 29,602,604 27,112,778 (1,306,171,569) 80,230,329 242,535,763 |
| 3,370,499,753 3,206,549,795 |
|
| 163,949,958 |
- i. The Bank’s 2024 earnings distribution is as follows:
ii. Shareholder dividends are allocated as follows: (Unit: NT$)
| Cash dividends Stock dividends Total |
Per share 0.50 0.25 0.75 |
Total amount |
|---|---|---|
| 2,137,699,865 1,068,849,930 |
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| 3,206,549,795 |
iii. Dividend per share as referred above is calculated based on the number of shares outstanding on December 31, 2024. The Board of Directors is authorized to adjust cash and stock dividends payout ratio within the total dividends amount, if the actual number of shares outstanding on the ex-dividend (ex-right) date differs from the estimated number of shares. Dividends will be distributed on the ex-dividend (ex-right) date which is to be determined by Board of Directors after 2025 annual shareholders’ meeting. The cash dividends to each and every shareholder shall be paid in a whole amount of New Taiwan Dollars and any fraction of one New Taiwan Dollar shall be discarded. The total unpaid odd amount will be included in “other revenues” of the Bank.
iv. Please vote FOR.
Resolutions:
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Proposed Resolutions (Voting Items)
1. Amendment of Articles of Incorporation of Far Eastern International Bank
The Board of Directors recommends shareholders vote FOR the amendment to the Bank’s Articles of Incorporation.
Explanatory Notes:
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i. The authorized capital in Article 4 of the Bank’s Articles of Incorporation is NT$55 billion. On Dec. 31, 2024, the Bank’s total paid in capital is NT$42.75 billion, leaving the remaining available amount for new capital issuing is NT$12.25 billion which may not be sufficient to accommodate future financing plan. Therefore, the Bank’s authorized capital is proposed to increase from NT$55 billion to NT$65 billion.
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ii. The Article 14, Paragraph 6 of the Securities and Exchange Act is newly amended to include a requirement as “a company shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be reserved for salary adjustments or compensation distributions to its non-executive employees.” The Article 25 of the Bank's Articles of Incorporation is therefore proposed to revise to align with the above amendment in the Securities and Exchange Act, with effectiveness to employees' compensation started in 2025.
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iii. A comparison table of articles before and after amendments is detailed in Attachment VI. iv. Please vote FOR
Resolutions:
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2. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends
The Board of Directors recommends shareholders vote FOR capitalization of 2024 stock dividends.
Explanatory Notes:
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i. Capitalization purpose and funding sources: In order to support business needs, enhance operational capital and improve capital structure, capitalization of NT$1,068,849,930 shareholder dividends from 2024 earnings distribution is proposed by issuing 106,884,993 new shares at par of NT$10 per share.
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ii. Allotment method: The 106,884,993 new shares are distributed in accordance with the shareholding record in the shareholder registrar on the dividend ex-right date, for 25 shares per 1,000 shares. The rights and obligations of new shares are the same as those of existing shares. Fractional shares may be pooled by two shareholders or more into one full share of a named shareholder. For the fractional share which cannot be pooled, the distribution will be made in the form of cash in dollar amount calculated at par value. Such shares will be purchased by the Bank's employee shareholding trust at par value. For shareholders whose share allotment is made through central depository system, the cash amount of the fractional share will be offset by the remittance fee.
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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, 2024. 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 2025 annual shareholders’ meeting.
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v. Please vote FOR.
Resolutions:
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3. Proposal of Private Placement - to Issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of Above Securities to Specific Parties
The Board of Directors recommends shareholders vote FOR issuing of common shares, preferred shares, convertible bonds or a combination of above securities to specific parties for a total amount of not exceeding NT$10 billion or equivalent in foreign currencies.
Explanatory Notes:
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i. The Bank’s Board of Directors was authorized in annual shareholders’ meeting on June 19, 2024 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 strategic investors, to enhance the Bank’s competitiveness and financial structure, and to facilitate the Bank’s long-term development. The preferred shares, if any, are to be issued according to Article 4-1 of the Bank’s Articles of Incorporation.
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iii. According to Article 43-6 of the Securities and Exchange Act, the disclosure of private placement shall include:
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(i) The basis and justification of the pricing:
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The issuing price of common shares shall be no less than 80% of the reference price, which is the higher of the following two prices:
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(1) The simple averaged closing price of 1, 3 or 5 business days prior to the pricing date, minus dividends, and added back price discounted for capital reduction.
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(2) The simple averaged closing price of 30 business days prior to the pricing date, minus dividends, and added back price discounted for capital reduction.
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The issuing price of preferred shares and convertible bonds shall be no less than 80% of the theoretical price, which is the price determined by an applicable pricing model considering all the terms in the issuing.
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The pricing date and actual issuing price, as reference above, will be determined subject to market conditions and terms, and discussion with specific parties. If the issuing price is below the par value of common shares and results in cumulative losses to the Bank, the Bank may, subject to operation status then, decapitalize capital base, reverse retained earnings or capital surplus to make up the losses.
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The pricing of private placement, 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:
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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 global trend of increased financial supervision for increased risk-taking capital, the Bank needs to increase Basel III capital adequacy from investment of the specific parties, for support of the Bank’s long-term development.
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Benefits: The Bank’s competitiveness and profitability will be enhanced via management participation of the strategic investors.
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(iii) The justification of private placement:
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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.
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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 each tranch of private placement will be used for expanding the Bank’s business scale and digital innovation. The anticipated benefits will include strengthening the Bank’s competitiveness, profitability, capital adequacy, and shareholders’ equity. If convertible bonds are issued in foreign currency, the bond proceed will remain at the issuing currency until FX conversion is approved.
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iv. Per authorization of shareholders’ meeting, the major terms of private placement, including total number, pricing and terms of new shares, selection of specific parties, the effective date of new capital, fund usage plan, expected benefit and other related matters, will be determined by the Board of Directors after approval of Audit Committee. The Board of Directors is also authorized to make any necessary adjustment on the issuing terms, due to changes of laws, competent authorities' instruction, or changes of market conditions, after approval of Audit Committee.
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v. Please vote FOR.
Resolutions:
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4. Amendment of Procedures of Asset Acquisition or Disposal of Far Eastern International Bank
The Board of Directors recommends shareholders vote FOR amendments to Procedures of Assets Acquisition or Disposal of Far Eastern International Bank.
Explanatory Notes:
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i. Financial Supervisory Commission amended some rules in “FAQ of Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on March 4, 2020. The related provisions in the Bank’s “Procedures of Asset Acquisition or Disposal” are therefore proposed for amendment accordingly.
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ii. A comparison table of provisions before and after the amendments is detailed in Attachment VII.
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iii. Please vote FOR.
Resolutions:
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Questions and Motions (Voting Items)
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Attachment I.
2024 Business Report
Looking back in 2024, the global economy continued its recovery, with Taiwan experiencing strong exports and stable domestic demand, leading to a GDP growth rate of 4.59%. Looking forward to 2025, the global economy is expected to maintain steady growth, though uncertainties surrounding Trump’s new policies may introduce variables. Taiwan’s exports and domestic investment are projected to experience moderate growth, with the DGBAS estimating GDP growth at 3.14%. The banking industry is expected to maintain stable operations.
FEIB adheres a strategy of steady long-term growth. In 2024, total assets grew by 8%, reaching NT$853.5 billion. Due to strong domestic and international investment markets, both financial market investment income and wealth management fee income achieved double-digit growth. Asset quality improved, leading to reduced provisions for bad debts, and a record-high net income of NT$4.297 billion. Additionally, FEIB continued enhancing credit asset quality, achieving a record-low NPL ratio of 0.065%, and maintaining a CET1 capital adequacy ratio of 11.88%. FEIB’s financial strength outperformed industry peers.
FEIB achieved outstanding performance in core businesses in 2024. In Digital Banking, FEIB led the industry in Virtual Asset Service Provider (VASP) payment flow management, achieving the highest market share. A dedicated AI unit was established to accelerate bank-wide digital transformation. In Retail Banking, wealth management fees grew at a double-digit rate, and personal loan assets exceeded NT$20 billion, reaching a historic high. In Corporate Banking, FEIB participated in and led international syndicated loans, earning the FSC’s "Outstanding Award for Credit to Target Countries in New Southbound Policy." SME lending also expanded to support steady total loan growth in corporate banking segment. In Financial Market, FEIB capitalized on market volatility, strategically managed equities, bonds, and NT$/USD forex transactions, and boosted trading and investment income significantly.
Committed to corporate sustainability, FEIB joined the international Science Based Targets initiative (SBTi) and set goals of green energy purchase, leading to reduced carbon emissions by 6%. FEIB earned The Asset’s "Best Sustainable Real Estate-Linked Loan in Taiwan" award through efforts in sustainable finance. Donations to the Eden Social Welfare Foundation continued and surpassed
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NT$100 million. FEIB ranked first in the FSC’s Category B of Senior Trust for three consecutive years. For four years, FEIB received HR ASIA's "Asia's Best Employer Award". FEIB also was ranked among the top 25% of banks in the FSC’s "Customer Fairness Treatment" evaluation for three consecutive years. In corporate governance, independent director seats were increased to one-third of the board, and guidelines of “Responsibility Map” to senior managers were implemented.
In 2025, FEIB's business goal is to expand operational scale by increasing capital through mergers, acquisitions, or cash injections. In the short term, FEIB will increase lending, improve interest spreads, and boost fee income and financial trading revenue to diversify profits. To accelerate AI-driven transformation, FEIB will implement AI-based process management and develop new digital channels and customer acquisition strategies. For promoting social integration, FEIB will further strengthen corporate governance, implement climate risk management, and support inclusive finance. FEIB remains committed to sustainable operations, to create long-term value for shareholders, customers, and employees.
Operating Results for 2024
1. Business Plan and Operating Results (by consolidated financials)
(NT$MM)
| Budget | ||||
|---|---|---|---|---|
| Y2024 | Y2023 | YoY % | ||
| Item | Achieving % | |||
| Total Assets | 853,463 | 792,504 | +8% | 104% |
| Total Loans | 495,151 | 473,824 | +5% | 98% |
| Deposits and Remittance | 698,869 | 660,748 | +6% | 102% |
| Equity | 61,250 | 58,875 | +4% | - |
| Net Revenue | 12,858 | 12,794 | +1% | - |
| PPOP | 5,010 | 5,247 | -5% | - |
| Net Income | 4,297 | 4,174 | +3% | - |
| EPS (NT$) | 1.01 | 0.98 | +3% | - |
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2. Ratings
Fitch Ratings issued FEIB rating report on Apr. 8, 2024, affirming FEIB’s credit rating remained at BBB / F3 for foreign currency LT / ST IDR, A+(twn) / F1(twn) for national long-term / short-term rating, and “Stable” for rating outlook. The rating result reflected the Bank's moderate risk appetite and adequate loss buffer, and FEIB is considered a stable financial institution of investment grade.
3. Research and Development
To enhance operational efficiency and improve customer experience, FEIB enriched the digital services, including O2O FX transactions, 24-hour overseas securities trading, and online contract signing for personal loan refinance. Additionally, FEIB upgraded the Bankee digital banking platform, for integrating a multi-application interface with MyData and enabling online early repayment of personal loans. FEIB also formulated a bank-wide AI development strategy, to coordinate AI applications across all departments. Key AI initiatives include internal process automation, document generation, financial assistant, anti-money laundering (AML) & fraud detection, and credit review through various proof-of-concept projects.
4. Organization Changes
To accelerate AI-driven innovation, FEIB renamed the Digital Banking Group to the” AI & Digital Banking Group” in November 2024. The BU established the “AI Application & Development Department”, which is dedicated to formulating AI governance and application strategies across the Bank.
5. Impact of External Competitive, Regulatory, and Macroeconomic Environments
Taiwan’s banking sector is highly competitive, with fragmented market share and profitability pressured by thin interest margin. Large banks of FHCs are strengthening their dominance through capital and resource advantages. Meanwhile, stricter global and domestic regulations - covering capital requirements, responsibility map, AML, and fraud prevention - demand stronger internal controls and compliance to ensure resilience and social responsibility. In 2024, surging global investment and trading boosted financial market income and wealth management fees. However, government measures to cool the real estate market, including mortgage and construction loan restrictions, posed challenges. Nonetheless, FEIB prudently laid down strategies and optimized its loan portfolio to sustain lending profitability.
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Operating Plans for 2025
1. Operating Goals
Major operating goals for 2025 (by consolidated financials) are summarized as follows:
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(1) Total assets: NT$879.2 billion.
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(2) Total loans: NT$518.3 billion.
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(3) Total deposits: NT$720.6 billion.
2. Policies and Major Strategies
(1) Retail Banking:
The BU will expand wealth management by diversifying products, optimizing digital transactions, and launching thematic investments to grow AUM and mass-segment customers. Special deposit campaigns with online incentives will boost and diversify funding sources. Mortgage portfolio adjustments and increased middle and high margin personal loans will enhance lending margins. Leveraging group synergy, the BU will introduce exclusive credit card privileges to drive transaction revenue. The “FEIB 10 Happiness” WM brand will be strengthened through integrating channels of digital media and offline events to grow retail banking.
(2) Corporate Banking:
Aligning with industry financing needs, the BU will adjust domestic and overseas credit allocations, and offer specialized corporate financial services. Focusing on Taiwan’s large enterprises and SMEs, the BU will utilize branches in Hong Kong, Shanghai, Singapore, and Vietnam to build a one-stop cross-border financial network. Offshore offices will gather market intelligence to secure high-margin syndicated loans. ESG financing will expand in line with sustainability goals. Strengthening cash flow management will enhance corporate deposit stability.
(3) Financial Markets:
The BU will reinforce its leading market shares in “FX margin trading" business using social media and digital tools. Engaging institutional investors and high-net-worth clients, the BU will develop structured products for investment and hedging needs. Expanding investment scale
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and asset diversity will improve portfolio performance. Emerging market currency trading will be enhanced with options and futures strategies to drive profits. Quantitative assessment tools and derivatives will optimize stock trading returns while mitigating risks. Expanding ESG equity and bond investments will further reinforce the BU’s sustainability commitment.
(4) Digital Banking:
In response to rapid advancements in AI, the BU will develop precise AIdriven financial innovation strategies and execute AI application projects to drive the Bank's digital transformation. Supporting the government’s anti-fraud policy, The BU will deploy AI-powered detection technologies to establish a fraud prevention financial security network, and improve fraud detection effectiveness. By leveraging diverse digital platforms, The BU will provide Fintech companies and individual clients with innovative digital payment and transaction services, attract new customers, increase digital deposits, and expand transaction volumes. The Bankee digital banking brand will continue expanding with new deposit, loan, and credit card offerings, and boosting digital customer acquisition and profitability.
Chairman:Ching-Ing Hou President:Thomas Chou Chief Accountant:Cindy Chen
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Attachment II.
Independent Auditors’ Report & 2024 Financial Statements
( English Translation of a Report Originally Issued in Chinese)
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and the Shareholders Far Eastern International Bank Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Far Eastern International Bank Ltd. (the “Bank”) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Bank and its subsidiaries as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China (FSC).
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Bank and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
20 Handbook for 2025 Annual Shareholders’ Meeting
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Key audit matters related to the Bank and its subsidiaries’ consolidated financial statements for the year ended December 31, 2024 for the Bank and its subsidiaries, which are described as follows:
Allowance for Expected Credit Losses on Loans
As of December 31, 2024, the balance of loans in the aggregate amounted to NT$488,805,319 thousand, which accounted for 57% of the total assets of the consolidated financial statements; an amount that is deemed to be significant to the consolidated financial statements. Besides assessing expected credit losses on loans in accordance with IFRS 9 “Financial Instruments”, the Bank complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations when assessing classification of credit assets and recognizing allowance for possible losses, and the higher amount of allowance for expected credit losses on loans is recognized. As the assessment on the impairment of loans involved the management’s critical judgments in accounting estimation and the underlying assumptions, we deemed the allowance for expected credit losses on loans as a key audit matter. Refer to Note 5 to the consolidated financial statements for the critical accounting judgments and estimation uncertainty.
Refer to Notes 4, 5, 14 and 43 to the consolidated financial statements for disclosures related to impairment on loans.
The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:
-
Understand and perform tests on the Bank’s internal controls relevant to loans impairment assessment.
-
Verify whether the methodology, main assumptions and parameters (consider the probability of default, probability of loss given default and exposure at default on forward-looking information) adopted by the impairment model of expected credit losses adequately reflect the actual position and compliance with IFRS 9, and recalculate the amount of impairment.
-
Sample and review credit files to evaluate whether the loans are reasonably categorized per regulatory stipulation and recalculate for the correctness of the allowance.
Other Matter
We have also audited the parent company only financial statements of the Bank as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the FSC, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the consolidated financial statements, management is responsible for assessing the Bank and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Bank and its subsidiaries’ financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank and its subsidiaries’ internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Bank and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Bank and its subsidiaries audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chun-Hung Chen and Chen-Hsiu Yang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 4, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| ASSETS ASSETS Cash and cash equivalents Due from the Central Bank and other banks, net 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 |
2024 Amount % $ 20,587,193 3 43,705,701 5 53,134,114 6 59,536,214 7 146,215,199 17 3,434,968 1 18,553,830 2 488,805,319 57 2,783,101 - 8,636,128 1 5,195,387 1 903,588 - 1,546,704 - 71,137 - 354,467 - $853,463,050 100 $ 2,851,990 1 1,163,333 - 8,729,116 1 2,643,625 - 15,328,617 2 138,082 - 698,869,200 82 16,901,900 2 42,347,489 5 1,229,329 - 629,812 - 924,169 - 456,599 - 792,213,261 93 42,753,997 5 302,926 - 13,510,272 2 164,485 - 4,596,441 - 18,271,198 2 (78,332) - 61,249,789 7 $853,463,050 100 |
2023 | |
|---|---|---|---|
| Amount % $ 6,855,577 1 41,011,820 5 40,846,407 5 64,259,784 8 132,436,004 17 2,240,685 - 19,208,528 3 467,728,161 59 2,735,151 - 6,817,244 1 5,139,531 1 1,089,010 - 1,572,187 - 174,527 - 389,876 - $792,504,492 100 $ 1,489,494 - 133,333 - 8,397,692 1 1,255,766 - 5,830,924 1 158,386 - 660,747,761 84 16,901,900 2 34,139,735 5 2,128,161 - 762,463 - 1,108,714 - 575,351 - 733,629,680 93 40,694,838 5 302,926 - 12,304,518 2 1,711,795 - 4,019,297 - 18,035,610 2 (158,562) - 58,874,812 7 $792,504,492 100 |
24 Handbook for 2025 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, 2024 AND 2023
(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 Gain on financial assets and liabilities at fair value through profit or loss Realized gain on financial assets at fair value through other comprehensive income Net foreign exchange gain Shares of profit of associates for using equity method Gain from bargain purchase Others Total net revenues and gains other than interest NET REVENUES NET PROVISION FOR POSSIBLE 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 |
2024 | Percentage Increase 2023 (Decrease) Amount % % $ 18,029,451 141 10 11,524,413 90 21 6,505,038 51 (9) 2,639,247 21 14 2,680,211 21 9 181,405 1 16 214,034 2 53 98,052 1 56 193,188 1 (100) 282,500 2 5 6,288,637 49 10 12,793,675 100 1 540,238 4 (74) 4,491,386 35 4 740,131 6 2 2,314,848 18 4 7,546,365 59 4 4,707,072 37 3 532,863 4 7 4,174,209 33 3 |
||
|---|---|---|---|---|
| Amount % $ 19,845,562 154 13,924,519 108 5,921,043 46 3,014,959 23 2,934,657 23 209,789 2 327,053 3 152,484 1 - - 297,728 2 6,936,670 54 12,857,713 100 139,568 1 4,685,075 36 751,687 6 2,411,455 19 7,848,217 61 4,869,928 38 572,738 5 4,297,190 33 |
(Continued)
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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 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 associates for using equity method 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 to profit or loss 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 |
2024 | Percentage Increase 2023 (Decrease) Amount % % $ (50,332) - 167 776,837 6 (105) 664 - 694 10,067 - (167) 737,236 6 (101) (24,358) - 548 169,434 1 (121) 506,108 4 (84) 3,862 - (284) 655,046 5 (78) 1,392,282 11 (90) $ 5,566,491 44 (20) $ 4,174,209 33 3 $ 5,566,491 44 (20) $0.98 $0.97 (Concluded) |
||
|---|---|---|---|---|
| Amount % $ 33,915 - (42,557) - 5,273 - (6,783) - (10,152) - 109,147 1 (35,615) - 80,685 - (7,119) - 147,098 1 136,946 1 $ 4,434,136 34 $ 4,297,190 33 $ 4,434,136 34 $1.01 $1.00 |
||||
26 Handbook for 2025 Annual Shareholders’ Meeting
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2023 Appropriation of the 2022 earnings Legal reserve Special reserve Cash dividends - NT$0.4089 per share Net income for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2023 Appropriation of the 2023 earnings Legal reserve Special reserve Cash dividends - NT$0.5060 per share Share dividends - NT$0.5060 per share Net income for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income for the year ended December 31, 2024 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2024 |
Equity Attributa | ble to Shareholders | of the Parent | Unrealized Gain (Loss) on nancial Assets at Fair Value Through Other Comprehensive Income $ (1,558,957) - - - - - 1,455,324 1,455,324 112,482 8,849 - - - - - - 5,315 5,315 (27,113) $ (12,949) |
Total Equity $54,972,333 - - (1,664,012) (1,664,012) 4,174,209 1,392,282 5,566,491 - 58,874,812 - - (2,059,159) - (2,059,159) 4,297,190 136,946 4,434,136 - $61,249,789 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital C $40,694,838 - - - - - - - - 40,694,838 - - - 2,059,159 2,059,159 - - - - $42,753,997 |
apital Surplus $ 302,926 - - - - - - - - 302,926 - - - - - - - - - $ 302,926 |
Re | **tained Earnings ** | Others | |||||||
Fo |
Fi Exchange Differences on Translating reign Operations $ (146,915) - - - - - (20,496) (20,496) - (167,411) - - - - - - 102,028 102,028 - $ (65,383) |
||||||||||
| Legal Reserve S $11,206,638 1,097,880 - - 1,097,880 - - - - 12,304,518 1,205,754 - - - 1,205,754 - - - - $13,510,272 |
U pecial Reserve $ 5,922 - 1,705,873 - 1,705,873 - - - - 1,711,795 - (1,547,310) - - (1,547,310) - - - - $ 164,485 |
nappropriated Earnings $ 4,467,881 (1,097,880) (1,705,873) (1,664,012) (4,467,765) 4,174,209 (42,546) 4,131,663 (112,482) 4,019,297 (1,205,754) 1,547,310 (2,059,159) (2,059,159) (3,776,762) 4,297,190 29,603 4,326,793 27,113 $ 4,596,441 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(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 Dividend revenue Shares of profit from associates Unrealized net foreign exchange gain on assets and liabilities other than foreign currency cash and cash equivalents Gain from bargain purchase 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 Decrease in financial assets at fair value through other comprehensive income Increase in investments in debt instruments at amortized cost Decrease (increase) in receivables Increase in discounts and loans Increase in other financial assets - financial transaction margin Increase (decrease) in due to the Central Bank and other banks Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in payables Increase in deposits and remittances Increase in principal received on structured products Decrease in other financial liabilities - financial transaction margin Decrease in provisions for employee benefits Increase (decrease) in other liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities |
2024 $ 4,869,928 726,204 25,483 666,655 (617,754) 13,924,519 (19,845,562) (251,508) (152,484) (53,237) - 1,237 (2,540,438) (10,299,406) 5,787,159 (12,729,254) 802,083 (17,811,377) (1,234,464) 1,239,186 189,064 9,174,570 30,895,373 7,794,101 (378,935) (63,304) (151,045) 9,966,794 19,689,024 232,158 (13,819,744) (506,596) 15,561,636 |
2023 $ 4,707,072 714,648 25,483 992,680 36,292 11,524,413 (18,029,451) (217,315) (98,052) (33,922) (193,188) 5,451 (695,382) 5,788,949 13,786,916 (31,693,920) (452,380) (30,668,124) (854,608) (5,387) (297,609) (188,351) 53,680,700 2,350,695 (1,071,490) (70,743) 2,662 9,046,039 17,727,672 216,846 (10,680,620) (660,939) 15,648,998 |
|---|---|---|
(Continued)
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| 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 Decrease (increase) in other assets Dividends received from associates Net cash used in investing activities 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 Increase (decrease) in securities sold under repurchase agreements Repayments of the principal portion of lease liabilities Increase (decrease) in other financial liabilities Cash dividends Net cash 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 |
2024 $ - (371,663) 55 (391,528) 41,212 74,192 (647,732) 1,030,000 6,000,000 (6,000,000) 1,277,327 (408,933) (523,666) (2,059,159) (684,431) 849,869 15,079,342 33,369,904 $ 48,449,246 |
2023 $ (426,147) (681,376) 106 (1,179,222) (119,265) 38,381 (2,367,523) 133,333 - (4,000,000) (3,392,676) (405,178) 461,986 (1,664,012) (8,866,547) 21,945 4,436,873 28,933,031 $ 33,369,904 |
|---|---|---|
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 | |
|---|---|---|---|
| 2024 $ 20,587,193 24,427,085 3,434,968 $ 48,449,246 |
2023 $ 6,855,577 24,273,642 2,240,685 $ 33,369,904 |
(Concluded)
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and the Shareholders Far Eastern International Bank Ltd.
Opinion
We have audited the accompanying financial statements of Far Eastern International Bank Ltd. (the “Bank”), which comprise the balance sheets as of December 31, 2024 and 2023, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters related to the Bank’s financial statements for the year ended December 31, 2024 for the Bank, which are described as follows:
Allowance for Expected Credit Losses on Loans
As of December 31, 2024, the balance of loans in the aggregate amounted to NT$488,805,319 thousand, which accounted for 57% of the total assets of the financial statements; an amount that is deemed to be significant to the financial statements. Besides assessing expected credit losses on loans in accordance with IFRS 9 “Financial Instruments”, the Bank complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations when assessing classification of credit assets and recognizing allowance for possible losses, and the higher amount of allowance for expected credit losses on loans is recognized. As the assessment on the impairment of loans involved the management’s critical judgments in accounting estimation and the underlying assumptions, we deemed the allowance for expected credit losses on loans as a key audit matter. Refer to Note 5 to the financial statements for the critical accounting judgments and estimation uncertainty.
Refer to Notes 4, 5, 14 and 42 to the financial statements for disclosures related to impairment on loans.
The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:
-
Understand and perform tests on the Bank’s internal controls relevant to loans impairment assessment.
-
Verify whether the methodology, main assumptions and parameters (consider the probability of default, probability of loss given default and exposure at default on forward-looking information) adopted by the impairment model of expected credit losses adequately reflect the actual position and compliance with IFRS 9, and recalculate the amount of impairment.
-
Sample and review credit files to evaluate whether the loans are reasonably categorized per regulatory stipulation and recalculate for the correctness of the allowance.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Bank’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Bank to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chun-Hung Chen and Chen-Hsiu Yang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 4, 2025
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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FAR EASTERN INTERNATIONAL BANK LTD.
BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| ASSETS ASSETS Cash and cash equivalents Due from the Central Bank and other banks, net 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 |
2024 Amount % $ 20,282,242 2 43,705,701 5 53,134,114 6 59,536,214 7 146,215,199 17 3,434,968 1 16,510,313 2 488,805,319 57 4,922,713 1 8,446,654 1 5,184,848 1 838,136 - 1,546,704 - 29,474 - 347,795 - $852,940,394 100 $ 2,851,990 1 1,163,333 - 8,729,116 1 2,643,625 - 15,258,485 2 127,788 - 699,393,542 82 16,901,900 2 42,347,489 5 381,806 - 629,812 - 859,161 - 402,558 - 791,690,605 93 42,753,997 5 302,926 - 13,510,272 2 164,485 - 4,596,441 - 18,271,198 2 (78,332) - 61,249,789 7 $852,940,394 100 |
2023 | |
|---|---|---|---|
| Amount % $ 6,424,245 1 41,011,820 5 40,846,407 5 64,259,784 8 132,436,004 17 2,240,685 - 16,527,777 2 467,728,161 59 4,842,988 1 6,725,915 1 5,124,804 1 1,015,846 - 1,572,187 - 128,231 - 338,816 - $791,223,670 100 $ 1,489,494 - 133,333 - 8,397,692 1 1,255,766 - 5,754,806 1 147,779 - 661,025,928 84 16,901,900 2 34,139,735 5 786,490 - 762,463 - 1,036,404 - 517,068 - 732,348,858 93 40,694,838 5 302,926 - 12,304,518 2 1,711,795 - 4,019,297 - 18,035,610 2 (158,562) - 58,874,812 7 $791,223,670 100 |
34
Handbook for 2025 Annual Shareholders’ Meeting
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(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 Gain on financial assets and liabilities at fair value through profit or loss Realized gain on financial assets at fair value through other comprehensive income Net foreign exchange gain Shares of profit of subsidiaries and associates for using equity method Gain from bargain purchase Others Total net revenues and gains other than interest NET REVENUES NET PROVISION FOR POSSIBLE 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 |
2024 | Percentage Increase 2023 (Decrease) Amount % % $ 17,965,538 144 10 11,503,474 92 21 6,462,064 52 (9) 2,460,186 20 12 2,679,217 21 10 181,405 1 16 213,846 2 52 139,818 1 48 193,188 2 (100) 191,991 1 14 6,059,651 48 10 12,521,715 100 - 527,313 4 (79) 4,335,280 35 4 705,372 6 2 2,267,077 18 4 7,307,729 59 4 4,686,673 37 4 512,464 4 8 4,174,209 33 3 |
|||
|---|---|---|---|---|---|
| Amount $ 19,792,852 13,907,840 5,885,012 2,752,989 2,933,858 209,789 325,781 207,481 - 218,655 6,648,553 12,533,565 108,393 4,500,004 716,368 2,355,592 7,571,964 4,853,208 556,018 4,297,190 |
% 158 111 47 22 23 2 2 2 - 2 53 100 1 36 5 19 60 39 5 34 |
(Continued)
35
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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 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 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 |
2024 | Percentage Increase 2023 (Decrease) Amount % % $ (50,332) - 167 776,837 6 (105) 664 - 694 10,067 - (167) 737,236 6 (101) (5,047) - 1,557 153,985 1 (105) 506,108 4 (84) 655,046 5 (78) 1,392,282 11 (90) $ 5,566,491 44 (20) $0.98 $0.97 |
|||
|---|---|---|---|---|---|
| Amount $ 33,915 (42,557) 5,273 (6,783) (10,152) 73,550 (7,137) 80,685 147,098 136,946 $ 4,434,136 $1.01 $1.00 |
% - - - - - - - 1 1 1 35 |
||||
(Concluded)
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Handbook for 2025 Annual Shareholders’ Meeting
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2023 Appropriation of the 2022 earnings Legal reserve Special reserve Cash dividends - NT$0.4089 per share Net income for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2023 Appropriation of the 2023 earnings Legal reserve Special reserve Cash dividends - NT$0.5060 per share Share dividends - NT$0.5060 per share Net income for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income for the year ended December 31, 2024 Disposal of investments in equity instruments at fair value through other comprehensive income (loss) BALANCE AT DECEMBER 31, 2024 |
Share Capital C $40,694,838 - - - - - - - - 40,694,838 - - - 2,059,159 2,059,159 - - - - $42,753,997 |
apital Surplus $ 302,926 - - - - - - - - 302,926 - - - - - - - - - $ 302,926 |
Ret | **ained Earnings ** | Other Eq | uity Unrealized Gain oss) on Financial sets at Fair Value Through Other Comprehensive Income $ (1,558,957) - - - - - 1,455,324 1,455,324 112,482 8,849 - - - - - - 5,315 5,315 (27,113) $ (12,949) |
Total Equity $54,972,333 - - (1,664,012) (1,664,012) 4,174,209 1,392,282 5,566,491 - 58,874,812 - - (2,059,159) - (2,059,159) 4,297,190 136,946 4,434,136 - $61,249,789 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Fo |
Exchange (L As Differences on Translating reign Operations $ (146,915) - - - - - (20,496) (20,496) - (167,411) - - - - - - 102,028 102,028 - $ (65,383) |
|||||||||
| L | egal Reserve S $11,206,638 1,097,880 - - 1,097,880 - - - - 12,304,518 1,205,754 - - - 1,205,754 - - - - $13,510,272 |
pecial Reserve U $ 5,922 - 1,705,873 - 1,705,873 - - - - 1,711,795 - (1,547,310) - - (1,547,310) - - - - $ 164,485 |
nappropriated Earnings $ 4,467,881 (1,097,880) (1,705,873) (1,664,012) (4,467,765) 4,174,209 (42,546) 4,131,663 (112,482) 4,019,297 (1,205,754) 1,547,310 (2,059,159) (2,059,159) (3,776,762) 4,297,190 29,603 4,326,793 27,113 $ 4,596,441 |
Handbook for 2025 Annual Shareholders’ Meeting 37
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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 Dividend revenue Shares of profit from subsidiaries and associates Unrealized net foreign exchange gain on assets and liabilities other than foreign currency cash and cash equivalents Gain from bargain purchase 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 Decrease in financial assets at fair value through other comprehensive income Increase in investments in debt instruments at amortized cost Decrease in receivables Increase in discounts and loans Increase in other financial assets - financial transaction margin Increase (decrease) in due to the Central Bank and other banks Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in payables Increase in deposits and remittances Increase in principal received on structured products Decrease in other financial liabilities - financial transaction margin Decrease in provisions for employee benefits Decrease in other liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities |
2024 $ 4,853,208 690,885 25,483 635,009 (617,754) 13,907,840 (19,792,852) (251,508) (207,481) (60,356) - (26,994) (2,540,438) (10,299,406) 5,787,159 (12,729,254) 193,656 (17,811,377) (1,234,464) 1,239,186 189,064 9,180,032 31,141,548 7,794,101 (378,935) (63,304) (145,522) 9,477,526 19,639,153 232,158 (13,806,310) (488,448) 15,054,079 |
2023 $ 4,686,673 679,889 25,483 979,755 36,292 11,503,474 (17,965,538) (217,315) (139,818) (30,060) (193,188) 20,723 (695,382) 5,788,949 13,786,916 (31,693,920) 24,657 (30,668,124) (854,608) (5,387) (297,609) (209,968) 53,647,998 2,350,695 (1,071,490) (70,743) (9,906) 9,408,448 17,667,215 216,846 (10,666,714) (643,726) 15,982,069 (Continued) |
|---|---|---|
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| 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 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 Increase (decrease) in securities sold under repurchase agreements Repayments of the principal portion of lease liabilities Decrease in other financial liabilities Cash dividends Net cash 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 |
2024 $ - (369,485) 55 (293,383) (3,314) 125,892 (540,235) 1,030,000 6,000,000 (6,000,000) 1,277,327 (380,409) (25,749) (2,059,159) (157,990) 849,869 15,205,723 32,938,572 $ 48,144,295 |
2023 $ (426,147) (680,452) 106 (1,178,493) (78,061) 85,350 (2,277,697) 133,333 - (4,000,000) (3,392,676) (377,178) (17,598) (1,664,012) (9,318,131) 21,945 4,408,186 28,530,386 $ 32,938,572 |
|---|---|---|
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 | |
|---|---|---|---|
| 2024 $ 20,282,242 24,427,085 3,434,968 $ 48,144,295 |
2023 $ 6,424,245 24,273,642 2,240,685 $ 32,938,572 (Concluded) |
Handbook for 2025 Annual Shareholders’ Meeting 39
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Attachment III.
Audit Committee’s Review Report for 2024 Business Report and Financial Statements
To: 2025 Annual Shareholders’ Meeting of Far Eastern International Bank
March 4, 2025
The Board of Directors has submitted business report, audited financial statements (certified by Chun-Hung Chen, CPA, and Chen-Hsiu Yang, CPA, of Deloitte & Touche) and earnings distribution proposal of the Bank for the year ended Dec.31 2024 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.
Hsiao-Hui Wang
Audit Committee Convener
Far Eastern International Bank
40
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Attachment IV.
Amendment of Ethical Corporate Management Best Practice Principles of Far Eastern International Bank
| Section | Proposed changes | Proposed changes | Proposed changes | Current Articles | Current Articles | Current Articles | Reasons |
|---|---|---|---|---|---|---|---|
| Article 16 | The Bank shall stipulate | The Bank shall stipulate | According to Articles 19 | ||||
| policies for | preventing conflicts of | policies for | directors and | of the " Ethical | |||
| interests and offer appropriate | managementto voluntarily | Corporate Management | |||||
| means for stakeholders attending | explain whether their interests | Best Practice Principles | |||||
| or present at board meetingsto | would potentially conflict with | for TWSE/GTSM | |||||
| voluntarily explain whether their | those of the Bank. | Listed Companies " of | |||||
| interests would potentially conflict | the Taiwan Stock | ||||||
| with those of the Bank. | Exchange, the “Ethical | ||||||
| When a proposal at a given | Directors of the Bank shall | Corporate Management | |||||
| board of directors meeting | exercise a high degree of self- | Best Practice Principles” | |||||
| concerns the personal interest of, | discipline.When a proposal at a | of the Bank is amended | |||||
| or the interest of the juristic | given board of directors meeting | by adding the concerned | |||||
| person represented by, any of | concerns the personal interest of, | persons who should | |||||
| directors, | management, and other | or the interest of the juristic | recuse from board | ||||
| stakeholders attending or present | person represented by, any of | meetings. | |||||
| at board meetings,the concerned | directors, the concerned person | ||||||
| person shall state the important | shall state the important aspects | ||||||
| aspects of the interested party | of the interested party | ||||||
| relationship at the given board | relationship at the given board | ||||||
| meeting. If his or her participation | meeting. If his or her participation | ||||||
| is likely to prejudice the interests | is likely to prejudice the interests | ||||||
| of the Bank, the concerned | of the Bank, the concerned | ||||||
| person may not participate in | person may not participate in | ||||||
| discussion or voting on the | discussion or voting on the | ||||||
| proposal and shall recuse himself | proposal and shall recuse himself | ||||||
| or herself from the discussion or | or herself from the discussion or | ||||||
| the voting, and may not exercise | the voting, and may not exercise | ||||||
| voting rights as proxy for another | voting rights as proxy for another | ||||||
| director. The directors shall | director. The directors shall | ||||||
| practice self-discipline and must | practice self-discipline and must | ||||||
| not support one another in | not support one another in | ||||||
| improper dealings. | improper dealings. | ||||||
| Bank Professionals shall not | Bank Professionals shall not | ||||||
| take advantage of their positions | take advantage of their positions | ||||||
| in the Bank to obtain improper | in the Bank to obtain improper | ||||||
| Benefits for themselves, their | Benefits for themselves, their | ||||||
| spouses, parents, children or any | spouses, parents, children or any |
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Handbook for 2025 Annual Shareholders’ Meeting
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| Section | Proposed changes | Proposed changes | Proposed changes | Current Articles | Current Articles | Current Articles | Reasons |
|---|---|---|---|---|---|---|---|
| other person. | other person. | ||||||
| Article 19 | The Bank | shall adopt a | The Bank | has adopted | According to Articles | ||
| concrete whistle-blowing system | "Guidelines for Handling Cases of | 23 of the " Ethical | |||||
| and scrupulously operate the | Illegal and Unethical Dishonesty | Corporate Management | |||||
| system.If any violation of the | Reporting", which concretes the | Best Practice Principles | |||||
| Principles is found, Bank | whistler-blowing system, keeps | for TWSE/GTSM | |||||
| Professionals shall proactively | the identity of whistler-blowers | Listed Companies " of | |||||
| report | it, and theBank shall keep | and the content of reported cases | the Taiwan Stock | ||||
| the identity of the whistle-blower | confidential and undertakes | Exchange, and the | |||||
| and the content of the report | anonymous reporting. | “Guidelines for Handling | |||||
| confidential. | If any violation of the | Cases of Illegal and | |||||
| Principles is found, Bank | Unethical Dishonesty | ||||||
| Professionals shall proactively | Reporting" of the Bank | ||||||
| report | to the Audit Committee, the | is amended and | |||||
| management, head of internal | rename, the content of | ||||||
| audit, and other appropriate | the whistle-blowing | ||||||
| authorized officers. TheBank | system, considering that | ||||||
| shall keep the identity of the | there are already | ||||||
| whistle-blower and the content of | detailed regulations to | ||||||
| the report confidential. | follow on the whistle- | ||||||
| The Bank tolerates no | The Bank tolerates no | blowing system | |||||
| violation. Any of Bank | violation. Any of Bank | approach, this Code will | |||||
| Professionals obtains, or intends | Professionals obtains, or intends | not be repeated and the | |||||
| to obtain, improper Benefits for | to obtain, improper Benefits for | revised code will adopt | |||||
| oneself or others at the cost of | oneself or others at the cost of | key principle provisions | |||||
| the Bank by using one’s position | the Bank by using one’s position | to regulate it. | |||||
| and authority shall be dismissed, | and authority shall be dismissed, | ||||||
| and unconditionally indemnify the | and unconditionally indemnify the | ||||||
| Bank for all losses, if occurred. | Bank for all losses, if occurred. | ||||||
| Any of Bank Professionals | Any of Bank Professionals | ||||||
| found to be in violation of the | found to be in violation of the | ||||||
| Principles shall be disciplined in | Principles shall be disciplined in | ||||||
| accordance with the reward and | accordance with the reward and | ||||||
| disciplinary rules of the Bank. | disciplinary rules of the Bank. | ||||||
| The Bank has established an | The Bank has established an | ||||||
| appeal system for those who are | appeal system for those who are | ||||||
| suspected of violating the | suspected of violating the | ||||||
| Principles to appeal or seek | Principles to appeal or seek | ||||||
| remedy accordingly. | remedy accordingly. |
42 Handbook for 2025 Annual Shareholders’ Meeting
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Attachment V
Amendment of Code of Ethical Conduct of Far Eastern International Bank
| Section | Proposed changes | Current Articles | Reasons |
|---|---|---|---|
| Article 4 | Prevention of conflicts of interest | Prevention of conflicts of interest | 1. Adjustment of article |
| The Applicable parties shall | The Applicable parties shall | wordings. | |
| conduct business in an objective | conduct business in an objective | 2. Other article wordings of | |
| and efficient way and are not | and efficient way and are not | Chinese version revised | |
| allowed to obtain any illegitimate | allowed to obtain any illegitimate | do not affect the | |
| benefit for themselves, their | benefit for themselves, their | meaning, so it isn’t | |
| spouses, parents, children or | spouses, parents, children or | necessary to amend the | |
| relatives within the second degree | relatives within the second degree | English translation. | |
| of kinship through their position in | of kinship through their position in | ||
| the Company. | the Company. | ||
| When the Company has lending or | When the Company has lending or | ||
| borrowing agreements with, or | borrowing agreements with, or | ||
| gives guarantee for, or has | gives guarantee for, or has | ||
| material asset transactions witha | material asset transactions with an | ||
| company or its affiliated enterprise | affiliated enterprise of any person | ||
| of any person mentioned in the | mentioned in the preceding | ||
| preceding paragraph, the relevant | paragraph, the relevant Applicable | ||
| Applicable parties shall voluntarily | parties shall voluntarily elaborate | ||
| elaborate any potential conflicts of | any potential conflicts of interest | ||
| interest between the Company and | between the Company and himself |
||
| himself / herself, and shall be | / herself, and shall be handled in | ||
| handled in accordance with the | accordance with the Company’s | ||
| Company’s codes relevant to these | codes relevant to these cases to |
||
| cases to prevent conflicts of | prevent conflicts of interest. | ||
| interest. | Employees whose job is handling | ||
| Employees whose job is handling | lending business should get the | ||
| lending business should get the | permission of avoiding to deal with | ||
| permission of avoiding to deal with | lending cases of themselves, their | ||
| lending cases of themselves, their | spouses, or relatives within the | ||
| spouses, or relatives within the | third degree of kinship. | ||
| third degree of kinship. | If employee’s spouses or | ||
| If employee’s spouses or | relatives by blood or by marriage | ||
| relatives by blood or by marriage | within the third degree of kinship | ||
| within the third degree of kinship | are employees of the Company, | ||
| are employees of the Company, | these persons shall comply with | ||
| these persons shall comply with | the principle of preventing |
||
| the principle of preventing |
conflicts of interest. | ||
| conflicts of interest. |
Handbook for 2025 Annual Shareholders’ Meeting 43
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| Section | Proposed changes | Proposed changes | Proposed changes | Current Articles | Reasons |
|---|---|---|---|---|---|
| Article 5 | Prohibition against coveting private | Prohibition against coveting private | 1. Based on practical |
||
| profit | profit | needs, add the provision | |||
| The Applicable parties are | The Applicable parties are | for behaviors that The | |||
| prohibited from: | prohibited from: | Applicable parties should | |||
| 1. | Obtaining personal benefit | 1. Obtaining personal benefit | be prohibited from. | ||
| through using the Company’s | through using the Company’s | 2. Other wordings of | |||
| properties, information or | properties, information or | Chinese version revised | |||
| through their positions in the | through their positions in the | do not affect the | |||
| Company; | Company; | meaning, therefore it isn | |||
| 2. | Competing with the Company. | 2. Competing with the Company | necessary to amend the | ||
| 3. | Behaviors prohibited by the | English translation. | |||
| company’s code of conduct or | |||||
| other relevant regulations. | |||||
| When the Company has an | When the Company has an | ||||
| opportunity for profit, it is the | opportunity for profit, it is the | ||||
| responsibility of the Applicable | responsibility of the Applicable | ||||
| parties to maximize the | parties to maximize the | ||||
| reasonable and proper benefits | reasonable and proper benefits | ||||
| that can be obtained by the | that can be obtained by the | ||||
| Company. | Company. | ||||
| Article 6 | Responsibility of confidentiality | Responsibility of confidentiality | 1. Adjustment of article | ||
| The Applicable parties are | The Applicable parties are | wordings. | |||
| obligated to maintain the | obligated to maintain the | 2. Other wordings of | |||
| confidentiality of any information | confidentiality of any information | Chinese version revised | |||
| regarding the Company itself or | regarding the Company itself or | do not affect the | |||
| customers, except when | customers, except when | meaning, therefore it isn’ | |||
| authorized or required to disclose | authorized or required by lawto | necessary to amend the | |||
| such information by | relevant laws, | disclose such information. | English translation. | ||
| orders from regulatory authorities, | |||||
| court rulings, or internal regulations | |||||
| of the company. | |||||
| Confidential information | Confidential information | ||||
| includes any undisclosed | includes any undisclosed | ||||
| information that, if exploited by a | information that, if exploited by a | ||||
| competitor or disclosed, could | competitor or disclosed, could | ||||
| result in damage to the Company | result in damage to the Company | ||||
| or customers. | or customers. |
44 Handbook for 2025 Annual Shareholders’ Meeting
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| Section | Proposed changes | Current Articles | Reasons | ||
|---|---|---|---|---|---|
| Article 10 | Management of sustainability | (new) | According to the | ||
| information | regulations of Financial | ||||
| The applicable parties must ensure | Supervisory | ||||
| that the collection, recording, | Commission, the | ||||
| processing, compilation, | management of | ||||
| adjustment, approval, and | sustainability information | ||||
| publication of sustainability | should be included in | ||||
| information are truthful, accurate, | the internal control | ||||
| easy to understand, complete and | systems, so the Article | ||||
| fair, supported by evidence, and | has been added. | ||||
| compliant with regulations. There | |||||
| must be no greenwashing | |||||
| behaviors that are inconsistent with | |||||
| actual circumstances or involve | |||||
| information asymmetry. | |||||
| The definition of sustainability | |||||
| information is as stipulated in the | |||||
| company's'Sustainability | |||||
| Information Management | |||||
| Guidelines.' |
Note :
-
The amendments to Article 2, Article 3, Article 7, Article 8, and Article 9 of the Chinese version do not affect the original meaning. Therefore, the English translation of amendments is not included in the table.
-
The amendments to Article 11, Article 12, and Article 13 are the article numbers due to the addition of new Article 10. Also, the amendment of wording in Chinese version do not affect the original meaning. Therefore, the English translation of amendments is not included in the table.
-
The amendments to Article 14, and Article 15 are just the article numbers due to the addition of Article 10. Therefore, the English translation of amendments is not included in the table.
Handbook for 2025 Annual Shareholders’ Meeting 45
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Attachment VI.
Amendment of Articles of Incorporation of Far Eastern International Bank
| Section | Proposed changes | Proposed changes | Proposed changes | Current Articles | Reasons |
|---|---|---|---|---|---|
| Article 4 | The total authorized capital of the | The total authorized capital of the | For future funding plans | ||
| Bank is | Sixty Five Billion New | Bank is to be Fifty Five Billion | to increase the total | ||
| Taiwan | Dollars | New Taiwan Dollars | authorized capital of the | ||
| (NT$65,000,000,000), or Six | (NT$55,000,000,000), Five billion | Bank. | |||
| billion and Five Hundred Million | and Five Hundred Million | ||||
| (6,500,000,000)common shares | (5,500,000,000) common shares | ||||
| with a par value of Ten New | with a par value of Ten New | ||||
| Taiwan Dollars (NT$10) per | Taiwan Dollars (NT$10) per | ||||
| share, which may be partially | share, which may be partially | ||||
| issued, from time to time, by the | issued, from time to time, by the | ||||
| Board of Directors under | Board of Directors under | ||||
| authorization. | authorization. | ||||
| Issuance of Preferred Stock shall | Issuance of Preferred Stock shall | ||||
| not exceed the amount described | not exceed the amount described | ||||
| above. | above. | ||||
| Article 25 | If there be net income before | If there be net income before | In accordance with the | ||
| income tax, remuneration of | income tax, remuneration of | amendment to Article | |||
| directors and employees’ | directors and employees’ | 14, Paragraph 6 of the | |||
| compensation, the Bank should | compensation, the Bank should | Securities and | |||
| retain a remuneration of | retain an employees' | Exchange Act. | |||
| directors no greater than 1.5% | compensation of 3.5%-4.5% | ||||
| and an employees' | and a remuneration of directors | ||||
| compensation of 3.5%-4.5%, | no greater than 1.5%. Should | ||||
| with no less than 25% of the | there be accumulated loss, the | ||||
| employees'compensation | Bank shall retain earnings to | ||||
| reserved for non-executive | cover the loss in advance. | ||||
| employees.Should there be | Employees' compensation may | ||||
| accumulated loss, the Bank | be distributed in the form of | ||||
| shall retain earnings to cover | stocks or in cash. The amount | ||||
| the loss in advance. | distributable as employees' | ||||
| Employees' compensation may | compensation and remuneration | ||||
| be distributed in the form of | of directors shall be decided by a | ||||
| stocks or in cash. The amount | resolution adopted by a majority | ||||
| distributable as employees' | vote at a meeting of board of | ||||
| compensation and remuneration | directors attended by two-thirds |
46 Handbook for 2025 Annual Shareholders’ Meeting
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| Section | Proposed changes | Proposed changes | Current Articles | Reasons |
|---|---|---|---|---|
| of directors shall be decided by a | of the total number of directors; | |||
| resolution adopted by a majority | and in addition thereto a report of | |||
| vote at a meeting of board of | such distribution shall be | |||
| directors attended by two-thirds | submitted to the shareholders' | |||
| of the total number of directors; | meeting. | |||
| and in addition thereto a report of | ||||
| such distribution shall be | ||||
| submitted to the shareholders' | ||||
| meeting. | ||||
| Article 28 | These Articles of Incorporation | These Articles of Incorporation | To record the 32th | |
| 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 | |||
| the date on which they are | the date on which they are | |||
| approved by the competent | approved by the competent | |||
| authority. The amendment of | authority. The amendment of | |||
| Articles of Incorporation shall take | Articles of Incorporation shall take | |||
| effect on approval by the | effect on approval by the | |||
| shareholders’ meeting. | shareholders’ meeting. | |||
| ˙ | ˙ | |||
| Omitted | Omitted | |||
| ˙ | ˙ | |||
| ※ | The Thirty-first amendment | ※ The Thirty-first amendment | ||
| was made on June 19, 2024. | was made on June 19, 2024. | |||
| ※ | The Thirty-second amendment | |||
| was made on May 22, 2025. |
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Attachment VII
Amendment of Procedures of Asset Acquisition or Disposal of Far Eastern International Bank
| Section | Proposed changes | Proposed changes | Current Articles | Reasons |
|---|---|---|---|---|
| Article 15 | FEIB’s subsidiaries shall comply |
FEIB’s subsidiaries shall comply | Refer to the | |
| with the following regulations: | with the following regulations: | amendment of “FAQ | ||
| 1.FEIB shall supervise its | 1.FEIB shall supervise its | of Regulations | ||
| subsidiaries adopt and implement | subsidiaries adopt and |
Governing the | ||
| the procedures for the acquisition | implement the procedures for the |
Acquisition and |
||
| or disposal of assets in | acquisition or disposal of assets | Disposal of Assets | ||
| compliance with these | in compliance with these | by Public |
||
| Regulations. | Regulations. | Companies ” |
||
| 2.FEIB shall supervise its | promulgated by the |
|||
| subsidiaries to perform self- | Financial |
|||
| assessment about whether the | Supervisory | |||
| procedures for the acquisition or | ||||
disposal of assets conform to |
Commission, | |||
| paragraph 2 and 3 | ||||
these Regulations, and the |
||||
| are added, and the | ||||
| conduct compliance with the | ||||
| original paragraph 2 | ||||
| procedures for the acquisition or | ||||
disposal of assets. |
and 3 are revised to | |||
| 4 and 5. | ||||
| 3. FEIB internal auditors shall | ||||
| review the self-assessment | ||||
| report of its subsidiaries. | ||||
| 4.Information required to be | 2.Information required to be | |||
| publicly announced and reported | ||||
| publicly announced and reported | ||||
| in accordance with the | ||||
| in accordance with the | ||||
| “Regulations Governing the | ||||
| “Regulations Governing the | ||||
| Acquisition and Disposal of | ||||
| Acquisition and Disposal of | ||||
| Assets by Public Companies” on | ||||
| Assets by Public Companies” on | ||||
| acquisitions and disposals of | ||||
| acquisitions and disposals of | ||||
| assets by FEIB's subsidiary that | ||||
| assets by FEIB's subsidiary that | ||||
| is not itself a public company in | ||||
| is not itself a public company in | ||||
| Taiwan shall be reported by | ||||
| Taiwan shall be reported by | ||||
| FEIB. | ||||
| FEIB. | ||||
| 3.The paid-in capital or total assets | ||||
| 5.The paid-in capital or total assets | ||||
of FEIB shall be the standard |
of FEIB shall be the standard | |||
| applicable to a subsidiary in | applicable to a subsidiary in | |||
determining whether, relative to |
determining whether, relative to | |||
paid-in capital or total assets, it |
paid-in capital or total assets, it | |||
reaches a threshold requiring |
reaches a threshold requiring | |||
public announcement and |
public announcement and | |||
regulatory filing standard. |
regulatory filing standard. |
48 Handbook for 2025 Annual Shareholders’ Meeting
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GENERAL INFORMATION
I. Articles of Incorporation of Far Eastern International Bank
Responsible Department: General Administration Department Amended date: June 19, 2024
Chapter I. General Provisions
Article 1
The purpose of the 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;
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-
(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;
-
(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.
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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.
-
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.
-
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 for the holders of the convertible Preferred Stock, the other holders of the Preferred Stock shall have no voting and election rights in the Shareholders’ Meeting, but they all shall have the right to be elected to be directors.
-
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
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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.
-
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
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 .
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.
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
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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.
When the Company holds a shareholders’ meeting, the meeting may be held by means of visual communication network, or other methods promulgated by the central competent authorities.
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.
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 Chairperson and the resolutions shall be exercised according to Article 183 of the Company Act.
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Chapter V. Board of Directors and Managers
Article 15
The Bank shall have nine (9) to fifteen (15) Directors and shall have not less than one Director of different genders. All Directors shall 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-third 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 organizational 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 Chairperson 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 Chairperson 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 Chairperson is unable to exercise his powers, the Vice Chairman of the Board of Directors shall act on his behalf; and if the Vice Chairman likewise is unable to exercise his powers, the Chairperson 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.
54 Handbook for 2025 Annual Shareholders’ Meeting
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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 Chairperson 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.
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.
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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 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.
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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 amendment of Articles of Incorporation shall take effect on approval by the shareholders’ meeting.
Revision Record
| Version | Date | Approving Authority | Notes |
|---|---|---|---|
| 01 | 1991/12/09 | Preparatory Commission | first edition |
| 02 | 1993/05/21 | Shareholders’ Meeting | |
| 03 | 1995/05/19 | Shareholders’ Meeting | |
| 04 | 1996/05/22 | Shareholders’ Meeting | |
| 05 | 1997/05/21 | Shareholders’ Meeting | |
| 06 | 1998/05/20 | Shareholders’ Meeting | |
| 07 | 1999/05/19 | Shareholders’ Meeting | |
| 08 | 2000/04/28 | Shareholders’ Meeting | |
| 09 | 2001/05/11 | Shareholders’ Meeting | |
| 10 | 2002/06/05 | Shareholders’ Meeting | |
| 11 | 2003/05/29 | Shareholders’ Meeting | |
| 12 | 2004/04/16 | Shareholders’ Meeting | |
| 13 | 2006/06/27 | Shareholders’ Meeting |
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| 14 | 2007/06/20 | Shareholders’ Meeting | |
|---|---|---|---|
| 15 | 2007/06/20 | Shareholders’ Meeting | |
| 16 | 2008/06/06 | Shareholders’ Meeting | |
| 17 | 2008/06/06 | Shareholders’ Meeting | |
| 18 | 2009/06/10 | Shareholders’ Meeting | |
| 19 | 2009/06/10 | Shareholders’ Meeting | |
| 20 | 2010/06/21 | Shareholders’ Meeting | |
| 21 | 2011/06/15 | Shareholders’ Meeting | |
| 22 | 2012/06/26 | Shareholders’ Meeting | |
| 23 | 2013/06/19 | Shareholders’ Meeting | |
| 24 | 2014/06/24 | Shareholders’ Meeting | |
| 25 | 2015/06/16 | Shareholders’ Meeting | |
| 26 | 2016/06/15 | Shareholders’ Meeting | |
| 27 | 2018/06/20 | Shareholders’ Meeting | |
| 28 | 2020/06/11 | Shareholders’ Meeting | |
| 29 | 2021/07/20 | Shareholders’ Meeting | |
| 30 | 2022/06/21 | Shareholders’ Meeting | |
| 31 | 2024/06/19 | Shareholders’ Meeting |
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II. Rules Governing Conduct of Shareholders’ Meeting of Far Eastern International Bank
Responsible Department: General Administration Department Amended date: June 21, 2022
Article 1 The shareholders’ meeting of the Bank shall be held according to the rules herein.
- Article 2 The location for shareholders’ meeting shall be the Bank’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.
Changes to how the Bank convenes its shareholders’ meeting shall be resolved by the Board of Directors and shall be made no later than mailing of the shareholders’ meeting notice.
The shareholders’ meeting notice 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. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
When convening shareholders’ meeting, the Bank 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.
If shareholders have not withdrawn the declaration of intent for exercising voting rights and attend the shareholders meeting in person or register to attend the meeting online, except for extraordinary motions and exercising voting rights, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
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.
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in and the number of shares registered at the video conferencing platform plus the number of shares whose voting rights are exercised by correspondence or electronically.
The Bank 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.
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For a shareholders’ meeting convened by the board of directors, the chairperson of the board of directors shall preside at the meeting. If the chairperson 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 vicechairman is on leave or unable to exert the rights, the chairperson of the board of directors shall designate a director to preside at the meeting. If no director is so designated, the chairperson of the meeting shall be elected by the board of directors from among themselves. When a director serves as chairperson, 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 chairperson.
For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting; if there are two or more persons having the convening right, the chairperson 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 Bank for a minimum period of at least one year. If a shareholder files a lawsuit pursuant to Article 189 of the Company Law, the video and audio records shall be retained until the conclusion of the litigation. Where a virtual shareholders meeting is convened, the Bank shall continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end, and the relevant information and audio and video recording shall be properly kept by the Bank during the entirety of its existence.
- 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.
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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.
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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.
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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 8-1 Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Article 5, 7 and 8 do not apply.
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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.
The person responsible for vote overseeing shall be of the shareholder status.
- Article 11 Where a virtual shareholders meeting is convened, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
Except as otherwise provided by law and regulation or by the Bank’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders (or proxies).
Voting and election on each proposal shall be a one-time voting, and votes shall be counted at once after the chair announces the voting session ends. Whichever way of the voting procedures shall be decided by the chairperson. At the time of a vote, after the chairperson or a person designated by the chairperson announces the total number of voting rights represented by the attending shareholders, the shareholders shall vote.
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.
In the event of a virtual shareholders meeting, the Bank shall disclose real-time results of votes and election immediately after the end of voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 12 During the meeting, the chairperson may at his/her discretion declare time for break.
Article 13 In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under law and regulation, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days.
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If a force majeure event occurs during the meeting, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of circumstances, the meeting will be resumed.
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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.
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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.
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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.
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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.
Revision Record
| Version | Date | Approving Authority | Notes |
|---|---|---|---|
| 01 | 1991/12/09 | Preparatory Commission | first edition |
| 02 | 1997/05/21 | Shareholders’ Meeting | |
| 03 | 1998/05/20 | Shareholders’ Meeting | |
| 04 | 2002/06/05 | Shareholders’ Meeting | |
| 05 | 2012/06/26 | Shareholders’ Meeting | |
| 06 | 2014/06/24 | Shareholders’ Meeting | |
| 07 | 2021/07/20 | Shareholders’ Meeting | |
| 08 | 2022/06/21 | Shareholders’ Meeting |
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III. Procedures of Asset Acquisition or Disposal of Far Eastern International Bank
Responsible Department: General Administration Department Amended date: June 21, 2022
Article 1 Purpose
Regulations are adopted for purposes of assets protection and for making information publicly available.
Article 2 Legal Basis and Explanations
These Regulations are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act ("the Act") and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Financial Supervisory Commission. FEIB shall handle the acquisition or disposal of assets in compliance with these Regulations, unless otherwise provided for in other laws or regulations of its industry, such provisions shall govern.
Article 3 The term "assets" as used in these Regulations includes the following:
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Securities: Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
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Real property (including land, houses and buildings, investment property and construction enterprise inventory) and equipment.
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Memberships.
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Intangible assets: Including patents, copyrights, trademarks, franchise rights, and other intangible assets.
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Right-of-use assets.
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Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
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Derivatives.
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Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with laws.
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Other major assets.
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The aforesaid assets acquired or disposed by FEIB through the foreclosure of mortgages or pledges shall be handled in accordance with procedures of FEIB’s “Regulations Governing Acceptance and Disposal of Collaterals”, and these Regulations shall not apply.
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For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
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Article 4 Terms used in these Regulations are defined as follows:
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Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, longterm leasing contracts, or long-term purchase (sales) contracts.
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Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
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Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
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Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction (whichever date is earlier); provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
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Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
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Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.
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Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
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Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC
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venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.
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The term “within the preceding year” refers to the year preceding the date of occurrence of the acquisition or disposal of the assets, and items publicly announced need not be counted toward the transaction amount.
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The term “the most recent financial statements” refers to the financial statements certified or reviewed by a certified public accountant (CPA) pursuant to the applicable laws before the acquisition or disposal of the assets by FEIB.
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Article 5 The acquisition and disposal of the assets as defined in Article 3, unless otherwise handled in accordance with FEIB’s degree of authority delegated, securities investment policies and invested in other business approved by the competent authority pursuant to Article 74 of the Banking Act, subject to the approval of the board of directors under these Regulations or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, FEIB shall submit the director's dissenting opinion to the audit committee. When a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the laws and regulations, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. The terms "all directors" herein shall be counted as the actual number of persons currently holding those positions.
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If disposal of assets are applicable to the circumstances specified in Article 158 of the Company Act, they shall be reported to the shareholders' meeting for approval before taking effect.
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The total amount of securities purchased and limits on individual securities invested by FEIB shall be handled in accordance with its securities investment policies.
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With the exception of warehousing for business use, FEIB shall not invest in real estate for self-use in an amount in excess of its net worth at the time such investment is made. The amount of FEIB’s investment in warehousing for business use shall not exceed five percent (5%) of the total amount of FEIB’s deposits at the time the investment in such warehousing is made.
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FEIB shall not invest in real estate other than for self-use, unless:
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(1) A substantial portion of the real estate is for self-use.
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(2) The real estate will be used for self-use in the near future.
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(3) A substantial portion of rebuilt original real estate is for self-use.
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The total amount of FEIB's investment in real estate not for self-use made in accordance with the exceptions in the preceding Paragraph shall not exceed twenty percent (20%) of its net worth. The total amount of FEIB's investment in real estate not for self-use plus the total amount of FEIB's investment in real estate for self-use shall not exceed its net worth at the time of the investment in such real estate.
- The total investment amount of each subsidiary in short-term and long-term individual securities shall not exceed 120% of shareholders' equity on the most
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current financial statements of such subsidiary, and the investment amount of short-term and long-term individual securities shall not exceed 60% of shareholders' equity on the most current financial statements of such subsidiary. The aggregate book value of real property for non-business use and other fixed assets shall not exceed 50% of total assets on the most current financial statements of such subsidiary. The aggregate amount of short-term and long-term equity investment of FEIB and its subsidiaries shall not exceed 150% of shareholders' equity on the most current financial statements of FEIB. The calculation of the ratio referred to in this Paragraph shall be made in accordance with the operational rules and applicable laws and regulations of Taiwan Stock Exchange Corporation
Article 6 Professional appraisers and their officers, CPSs, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:
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May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
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May not be a related party or de facto related party of any party to the transaction.
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If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.
When issuing an appraisal report or opinion, the personnel referred to in the preceding Paragraph shall comply the self- regulatory rules of the industry associations to which they belong and with the following provisions:
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Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
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When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
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They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
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They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable and that they have complied with applicable laws and regulations.
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Article 7 Procedures for handling acquisition or disposal of real property, equipment, or rightof-use assets thereof
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Appraisal and operating procedures
The acquisition or disposal of real property, equipment or right-of-use assets thereof shall be handled in accordance with the applicable rules of FEIB.
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Determining procedures for terms and conditions of transactions and the degree of authority delegated.
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(1) In acquiring or disposing of real property, the terms and price shall be suggested based on the publicly announced current value, assessed value and the actual transaction price of the neighboring real property as produced in an analysis report for submission to the to the board of directors for approval.
The acquisition or disposal right-of-use assets shall be approved in accordance with the FEIB’s degree of authority delegated.
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(2) Either price solicitation, price comparison, bargain process or tender process shall be performed for acquisition or disposal of equipment or right-of-use assets thereof and be approved in accordance with the FEIB’s degree of authority delegated.
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The unit responsible for implementation
The acquisition or disposal of real property, equipment or right-of-use assets thereof by FEIB shall be implemented by responsible unit.
- Appraisal report for real property, equipment or right-of-use assets thereof
In acquiring or disposing of real property , equipment or right-of use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, FEIB, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of use assets thereof for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
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(1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
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(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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(3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal in accordance with the provisions of render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
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A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
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B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
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(4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
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(5) Where FEIB acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
Article 8 Procedures for acquisition or disposal of securities
- Appraisal and operating procedures:
The purchase and sell of FEIB’s long-term and short-term securities shall be handled in accordance with FEIB’s internal control systems.
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Determining procedures for terms and conditions of the transaction and the degree of authority delegated.
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(1) Securities trading in listed stocks, stocks listed on the GreTai Securities Market and domestic beneficiary certificates shall be determined by responsible unit based on market condition.
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(2) For securities trading in corporate bonds issued by civil enterprises, financial bonds, overseas mutual funds, depositary receipts, call (or put) warrants, beneficial securities, derivatives and asset-backed securities, the responsible unit shall consider the risks, profitability and development potential after obtaining the financial statements or evaluation information of relevant financial products or companies and report to the president for approval before execution.
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(3) Securities trading in government bonds, principal/interest-guaranteed government bonds and government-owned enterprise bonds shall be determined by responsible unit based on market condition, and the investment amount thereof shall be determined and approved by the investment committee and the funding conference.
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The unit responsible for implementation
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Where FEIB acquires or disposes of securities, the matter shall be reported and approved by decision-making authority in accordance with the preceding subparagraph before implemented by the responsible unit.
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Obtain Professional Opinion
FEIB acquires or disposes of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in appraising the transaction price:
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(1) If the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, it shall additionally engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
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(2) Where FEIB acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA’s opinion.
Article 9 Procedures for related party transactions
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When FEIB acquires or disposes of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percenter or more of the company's total assets, FEIB shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in accordance with the provisions of these Regulations. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
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Appraisal and operating procedures:
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(1) When FEIB acquires or disposes of real property, right-of use assets thereof, or assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company’s total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, FEIB may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and submitted to the board of directors for a resolution:
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A. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
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B. The reason for choosing the related party as a transaction counterparty.
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C. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Subparagraphs 1-4 and 6, Paragraph 3 of this Article.
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D. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
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E. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
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- F. An appraisal report from a professional appraiser or a CPA's opinion obtained in accordance with Paragraph 1 of this Article.
- G. Restrictive covenants and other important stipulations associated with the transaction.
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(2) When a matter is submitted for discussion by the board of directors pursuant to the preceding Subparagraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
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(3) The submission procedures of documents under Subparagraph 1 of this Paragraph shall be subject to mutatis mutandis application of Paragraphs 3 and 4 of Article 17.
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(4) If the Bank or its non-public subsidiary that is not a domestic public offering company will have a transaction set out in Subparagraph 1 of this Paragraph and the transaction amount will exceed 10% of the Bank’s total assets, the Bank shall submit all material specified in Subparagraph 1 of this Paragraph to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, the above restriction does not apply to transactions between the Bank and its subsidiaries, or between its subsidiaries.
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The evaluation on reasonableness of the transaction costs
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(1) FEIB acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:
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A. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" as used herein is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
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B. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.
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(2) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding Paragraph.
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(3) FEIB acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in
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accordance with Subparagraphs 1 and 2, Paragraphs 3 of this Article shall also engage a CPA to check the appraisal and render a specific opinion.
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(4) Where FEIB acquires real property or right-of-use assets thereof from a related party and the results of FEIB's appraisal conducted in accordance with Subparagraphs 1 and 2, Paragraph 3 of this Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Subparagraphs 1 and 2, Paragraph 3 of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:
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A. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
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a. Where undeveloped land is appraised in accordance with the means in Subparagraphs 1-3 and 6, Paragraph 3 of this Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
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b. Transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
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B. Where FEIB acquires real property or obtains real property right-of-use assets through leasing from a related party provides evidence that the terms of the transaction are similar to the terms of transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Transactions involving neighboring or closely valued parcels of land in the aforesaid in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions conducted by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.
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(5) Where FEIB acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the Subparagraphs 1-4 and 6, Paragraph 3 of this Article are uniformly lower than the transaction price, the following steps shall be taken. FEIB and a public
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company uses the equity method to account for its investment in FEIB that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.
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A. A special reserve shall be set aside in accordance with Paragraph 1, Article 41 of the Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where FEIB uses the equity method to account for its investment in another public company, then the special reserve called for under Paragraph 1, Article 41 of the Act shall be set aside pro rata in a proportion consistent with the share of FEIB’s equity stake in the other company.
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B. The independent director members of the audit committee shall comply with Article 218 of the Company Act.
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C. Actions taken pursuant to Items 1 and 2, Subparagraph 5, Paragraph 3 of this Article the shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
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(6) Where FEIB acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Paragraphs 1, 2 and 4 of this Article and Subparagraphs 1, 2 and 3, Paragraph 3 of this Article shall not apply:
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A. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift
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B. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
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C. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
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D. Acquisition of real property right-of-use assets held for business use to be conducted between FEIB and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
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(7) When obtaining real property or right-of-use assets thereof from a related party, FEIB shall also comply with the Subparagraph 5, Paragraph 3 of this Article if there is other evidence indicating that the acquisition was not an arm’s length transaction.
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Determining procedures for degree of authority delegated and the unit responsible for implementation
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With respect to the types of transactions listed below, before to be conducted between FEIB and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the responsible unit shall prepare relevant information and report to the board of directors for approval. Where transactions are below NT$300 million, the chairperson is authorized to decide and approve such matters and have the decisions submitted to and ratified by the most recent meeting of the board of directors.
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(1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
(2) Acquisition or disposal of real property right-of-use assets held for business use. Article 10 Procedures for acquisition or disposal of membership cards or intangible assets or right-of-use assets thereof
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Appraisal and operating procedure
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The acquisition or disposal of membership cards or intangible assets or right-ofuse assets thereof shall be handled in accordance with applicable rules of FEIB.
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Determining Procedures for terms and conditions of transactions and degree of authority delegated
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(1) In acquiring or disposing of the membership card, the terms and price shall be suggested based on the fair market value of such transaction as produced in an analysis report for submission to the president. Where the transaction amount is under NT$ 5 million, it shall be report to the most recent meeting of the board of directors after submitted to and approved by the president. Where the transaction amount is NT$ 5 million or more, it shall be report to the board of directors for approval before execution.
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(2) In acquiring or disposing of the intangible asset or right-of-use assets thereof, the terms and price shall be suggested based on the professional appraisal opinion or fair market value of such transaction as produced in an analysis report for submission to the board of directors for approval before execution.
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The unit responsible for implementation
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Where FEIB acquires or disposes of the membership card or intangible asset or right-of-use assets thereof, the matter shall be reported and approved by decisionmaking authority in accordance with the preceding Subparagraph before implemented by the responsible unit.
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Report of professional appraisal opinion for membership cards and intangible assets or right-of-use assets thereof
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Where FEIB acquires disposes of membership cards or intangible assets or rightof-use assets thereof and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, FEIB shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.
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- Article 10-1 The calculation of the transaction amounts referred to in Paragraph 1 of Articles 7, 8 and 9 and Article 10 shall be handled in accordance with Article 14, Paragraph 1, Subparagraph 7 herein and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
The calculation of the transaction amounts referred to in Article 9, Paragraph 2 shall be handled in accordance with Article 14, Paragraph 1, Subparagraph 7 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which approved by the shareholders’ meetings, or more than half of all audit committee members and submitted to the board of directors for a resolution or approved by more than two-thirds of all directors need not be counted toward the transaction amount.
Article 11 Handling procedures for acquisition or disposal of claims of financial institutions
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FEIB acquires financial institutions, in addition to the following situations, shall be reported to the level to which authority is delegated for approval in accordance with procedures under the “Authorization Guidelines for Credit Extension Business” and relevant regulations.
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(1) Where transaction counterparty is a related party, the matter shall be reported to the meeting of the board of managing directors for approval in accordance with the reporting and approving procedures and then transfer to the board of the directors for a resolution.
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(2) Acquisition of non-performance loans shall be approved by the level superior 2 levels than the authority under the “Authorization Guidelines for Credit Extension Business”, and the supreme level therefor shall be the board of the directors.
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The proposal of disposing FEIB’s credits shall specify transaction terms of the qualifications of purchaser, method for the transfer of credits and prices and be approved by the first degree of authorization under the “Authorization Guidelines for Credit Extension Business”. Non-performing loans shall be handled in accordance with the “Guidelines for Financial Institutions to Sell Non Performing Loans” by the competent authority and reported to the board of directors for a resolution according to applicable regulations of FEIB.
Article 12 Handling procedures for acquisition or disposal of derivatives
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Trading principles and strategies
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(1) The types of derivatives that may be traded shall be limited to derivatives allowed by the competent authority and approved by the board of managing directors of FEIB.
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(2) FEIB may engage in broker, hedging and investing derivatives’ trading.
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(3) Segregation of duties and performance evaluation when engaging in derivatives trading, total amount of derivatives contracts that may be traded, and the maximum loss limit on total trading and for individual contracts shall be set out
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in related business guidelines and reported to the board of the managing directors for approval.
- Risk management measures
FEIB engages in derivatives trading shall adopt the following risk management measures:
The degree of authority delegated, risk management measures, operating process and operating duty shall be adopted in applicable operating guidelines and manuals and reported to the board of managing directors for approval.
Any transaction involving major assets or derivatives of FEIB shall be approved by the audit committee and submitted to the board of directors for a resolution.
- Internal audit system
The internal audit personnel shall periodically or aperiodically make a determination of the suitability of internal controls on derivatives. If any material violation is discovered, it shall be reported to the audit committee.
Article 13 Procedures for conducting a merger, demerger, acquisition, or transfer of shares
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Appraisal and operating procedures
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(1) FEIB conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by FEIB of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.
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(2) FEIB shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in Subparagraph 1, Paragraph 1 of this Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. (Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. In addition, where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.)
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Other matters requiring attention
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(1) The Date of board of directors meeting and shareholders meeting: A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent.
When participating in a merger, demerger, acquisition, or transfer of another company’s shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
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A. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
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B. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
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C. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report, in the prescribed format and via the internet-based information system, the information set out in the preceding Paragraph to the FSC for recordation.
Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of this Subparagraph.
- (2) Advanced confidentiality undertaking: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
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(3) A company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100% of the respective subsidiaries' issued shares or authorized capital. The share exchange ratio or acquisition price may not arbitrarily alter unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
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A. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
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B. An action, such as a disposal of major assets that affects the company's financial operations.
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C. An event, such as a major disaster or major change in technology that affects shareholder equity or share price.
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D. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
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E. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
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F. Other terms and conditions that the contract stipulates may be altered and that have been publicly disclosed.
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(4) The contract for companies participating in the merger, demerger, acquisition, or transfer of shares shall not only in compliance with Article 317 of the “Company Act” and Article 22 of the “Business Mergers and Acquisitions Act”, but also record the following:
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A. Handling of breach of contract.
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B. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
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C. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
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D. The manner of handling changes in the number of participating entities or companies.
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E. Preliminary progress schedule for plan execution, and anticipated completion date.
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F. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
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(5) Changes in the number of participating companies in the merger, demerger, acquisition, or transfer of shares:
After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
- (6) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, FEIB shall sign an agreement with the non-public company whereby the latter is required to abide by the Subparagraphs 1, 2 and 5, Paragraph 2 of this Article.
Article 14 Procedures for publicly disclosed information
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Items required to be publicly announced and reported and the standards
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(1) Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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(2) Merger, demerger, acquisition, or transfer of shares.
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(3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by FEIB.
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(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more.
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(5) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount FEIB expects to invest in the transaction reaches NT$500 million or more.
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(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million. Provided, this shall not apply to the following circumstances:
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A. Trading of domestic government bonds or foreign government bonds with a credit rating that is not lower than the sovereign credit rating of Taiwan.
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B. Where done by professional investors-securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or subscription or redemption of exchange traded note, or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
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C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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(7) The transaction amount referred in preceding six subparagraphs shall be calculated as follows:
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A. The amount of any individual transaction.
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B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
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C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
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D. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
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(8) "Within the preceding year" as used in the preceding Subparagraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
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Timelines for conducting public announcement and regulatory filing
Under any of the following circumstances, FEIB acquires or disposes of assets shall be publicly announced and reported within 2 days counting inclusively from the date of occurrence of the event
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Public announcement and regulatory filing procedures
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(1) FEIB shall publicly announce and report the relevant information on the FSC's designated website.
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(2) FEIB shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by FEIB and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
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(3) When FEIB at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within 2 days counting inclusively from the date of knowing of such error or omission.
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(4) FEIB acquires or disposes of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.
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(5) Where any of the following circumstances occurs with respect to a transaction that FEIB has already publicly announced and reported in accordance with these Regulations, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
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A. Change, termination, or rescission of a contract signed in regard to the original transaction.
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B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
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C. Change to the originally publicly announced and reported information.
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Format of public announcement
The items and contents required to be publicly announced and reported by FEIB pursuant to these Regulations shall be in the format as prescribed by the appendix of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
Article 15 FEIB’s subsidiaries shall comply with the following regulations:
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FEIB shall supervise its subsidiaries adopt and implement the procedures for the acquisition or disposal of assets in compliance with these Regulations.
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Information required to be publicly announced and reported in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on acquisitions and disposals of assets by FEIB's subsidiary that is not itself a public company in Taiwan shall be reported by FEIB.
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The paid-in capital or total assets of FEIB shall be the standard applicable to a subsidiary in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing standard.
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Article 16 Penalties
Should there be any violation of these Regulations by FEIB’s employee who in charge of acquiring or disposing of assets, subsequent castigation is subject to the related FEIB personnel regulations of reward and punishment.
Article 17 Implementation and Amendment
The amendments of these Regulations shall be approved by the audit committee and submitted to the board of directors for a resolution, and then reported to a shareholders' meeting for approval.
If a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the audit committee.
If approval of the audit as required in Paragraph 1 is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.
The terms “all directors” in the preceding Paragraph shall be counted as the actual number of persons currently holding those positions.
When these Regulations are submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 18 Additional Provisions
Any other matters not set forth in these Regulations shall be dealt with applicable laws and regulations by competent authorities or internal rules of FEIB.
Revision Record
| Version | Date | Approving Authority | Notes |
|---|---|---|---|
| 01 | 2003/05/29 | Shareholders’ Meeting | first edition |
| 02 | 2004/04/16 | Shareholders’ Meeting | |
| 03 | 2005/05/18 | Shareholders’ Meeting | |
| 04 | 2006/06/27 | Shareholders’ Meeting | |
| 05 | 2007/06/20 | Shareholders’ Meeting | |
| 06 | 2009/06/10 | Shareholders’ Meeting | |
| 07 | 2012/06/26 | Shareholders’ Meeting | |
| 08 | 2014/06/24 | Shareholders’ Meeting | |
| 09 | 2015/06/16 | Shareholders’ Meeting | |
| 10 | 2017/06/15 | Shareholders’ Meeting | |
| 11 | 2019/06/19 | Shareholders’ Meeting | |
| 12 | 2022/06/21 | Shareholders’ Meeting |
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IV. Ethical Corporate Management Best Practice Principles of Far Eastern International Bank
Responsible Department: General Administration Department Amended date: August 9, 2024
- Article 1 The purpose of the Best Practice Principles of Professional Corporate Management (hereinafter referred to as the “Principles”) is to cultivate an enterprise culture for Far Eastern International Bank (hereinafter referred to as the “Bank”) to sustain the development of the Bank, as the compliance policy for ethical management.
The Bank shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the Principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
The Principles shall be abided by directors, management, employees, mandataries, and other entities with actual ability to control the Bank (hereinafter referred to as the “Actual Controllers”). The aforementioned individuals and entities hereinafter are referred collectively to as the “Bank Professionals”.
The Principles shall be applied to subsidiaries, charity foundations which have accumulatively received, directly or indirectly from the Bank, 50% of their total funds or more, and institutions, juridical entities, enterprises, and organizations that the Bank may control effectively.
- Article 2 Bank Professionals are prohibited from, directly or indirectly, offering, promising to offer, requesting, or receiving improper benefits of any sort when conducting business with counterparties. Obtaining or sustaining benefits by conducting business without sincerity and integrity, in any illegal way, or in breach of fiduciary duty (hereinafter referred to as “Misconducts”) is also prohibited.
The counterparties mentioned in the preceding paragraph includes public servants, political campaign candidates, political parties and members and employees of political parties, and all other state-owned or private-owned enterprises or organizations and their directors, supervisors, managers, employees, Actual Controllers, and other interested persons/entities.
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Article 3 “Benefits” mentioned in the Principles are referred to as anything worth of a value, including but not limited to monetary payments, endowments, commissions, job positions, services, preferential treatments, kickbacks and so forth in any name or any mean. Those are perceived as normal social activity, occurs occasionally, and have no impact or have no concern to impact specific legal rights and obligations may be excluded.
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Article 4 The first premise of conducting business with sincerity and integrity is that the Bank shall comply with the Company Act, Securities and Exchange Act, Business Accounting Act, Political Donation Act, Anti-corruption Statue, Government
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Procurement Law, Act on Recusal of Public Servants Due to Conflicts of Interest, regulations governing security listings and all other business activities.
Article 5 The operational procedures and guidelines for the Bank to forestall Misconducts should contain the following matters:
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Standards for determining whether improper benefits have been offered or accepted.
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Procedures for offering legitimate political donations.
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Procedures and the standard rates for offering charitable donations or sponsorship.
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Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
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Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
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Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
The Bank shall establish a risk assessment mechanism against Misconducts, analyze and assess business activities within its business scope which are at a higher risk of being involved in Misconducts pursuant to the matters referred to in the preceding paragraph.
The Bank shall carry out the prevention programs and establish handling procedures for violations of the Principles and disciplinary measures on offenders.
Article 6 The Bank shall request its directors and senior management to issue a statement of compliance with the ethical management policy and require the employees comply with such policy.
The policy of ethical corporate management with sincerity and integrity and the commitment by the Board of Directors and senior management on rigorous and thorough implementation of such policy shall be disclosed explicitly in rules, annual reports and the website of the Bank, and the Bank shall carry out the policy in internal management and in external commercial activities.
The Bank shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly.
Article 7 Bank Professionals shall comply with applicable laws and regulations, the Bank's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights, such as management secrets, trademarks, patents, or publications, without the prior consent of the intellectual property rights holder.
Article 8 With the managerial principle of sincerity and integrity, the Bank shall engage in commercial activities in a fair and transparent manner. The Bank shall engage in business activities in accordance with applicable competition laws and regulations,
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and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce. Prior to engaging in a commercial transaction, the Bank shall take into consideration the legitimacy and legality of the counterparty such as agents, suppliers, vendors, customers, and other entities, and their Misconduct record, if any. The Bank shall avoid engaging in business with counterparty with any record of Misconducts.
When entering into material contracts with counterparties, the Bank shall include provisions in such contracts demanding the compliance of ethical corporate management policy. And such contracts shall also include clauses to terminate or cancel the contracts at any time by the Bank, if Misconducts are performed, or suspected of being performed, by the counterparties.
In the course of research and development, procurement, manufacture, provision, or sale of products and services, Bank Professionals shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, the Bank’s products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the Bank's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Bank shall, in principle, recall those products or suspend the services immediately.
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Article 9 When conducting business, Bank Professionals shall not directly or indirectly offer, promise to offer, request or accept any improper Benefits, including bribery, kickbacks, commissions, grease payments, or offer or accept improper Benefits in any way and any name to or from clients, agents, contractors, suppliers, public servants, or other interested parties, unless the laws of the territories where the companies operate permit so.
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Article 10 When directly or indirectly providing a donation to political parties or organizations or individuals participating in political activities, Bank Professionals shall comply with the Political Donations Act and internal relevant procedures of the Bank, and shall not make such donations in exchange for commercial gains or business advantages.
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Article 11 When making or offering charity donations and sponsorship, Bank Professionals shall comply with relevant laws, regulations, and internal procedures of the Bank, and shall not surreptitiously engage in bribery.
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Article 12 Bank Professionals shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
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Article 13 Bank Professionals shall comply with the Securities and Exchange Act, may not use undisclosed information to engage insider trading or disclose the information to others to engage insider trading.
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Any institution or personnel take part in the Bank’s merger, segmentation, share purchasing or transferring, important memorandum, strategic alliance, cooperation plan or important contract, shall sign a confidentiality agreement with the Bank, promise not to disclose the Bank’s business secrets or other important information, and may not use the information without the prior consent of the Bank.
Article 14 Bank Professionals shall exercise the due care of good administrators to urge the Bank to prevent Misconducts, review the results of the preventive procedures at any time, and continually make adjustments so as to ensure thorough implementation of the ethical corporate management policies.
To fulfill the best practices of the ethical corporate management, Auditing Department of the Bank is dedicated to include the results of compliance with the ethical corporate management as an audit item, and shall report to the Board of Directors if there is any material violation.
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Article 15 Bank Professionals shall comply with laws, regulations, and internal policies of the Bank when conducting business.
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Article 16 The Bank shall stipulate policies for preventing conflicts of interests and offer appropriate means for stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the Bank.
When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of directors, management, and other stakeholders attending or present at board meetings, the concerned person shall state the important aspects of the interested party relationship at the given board meeting. If his or her participation is likely to prejudice the interests of the Bank, the concerned person may not participate in discussion or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
Bank Professionals shall not take advantage of their positions in the Bank to obtain improper Benefits for themselves, their spouses, parents, children or any other person.
- Article 17 For business activities which may be more likely than normal to be involved in Misconducts, the Bank shall establish an effective accounting system and an internal control system, not have off-the-book accounts or keep secret accounts, and shall review the systems regularly so as to ensure that the design and enforcement of the systems are showing results.
Auditing Department of the Bank shall include the results of compliance with the foregoing as an audit item and prepare the results of implementation of improvement of any deficiency submitted to the Board of Directors.
- Article 18 The Bank shall periodically organize training programs for Bank Professionals, so that business departments shall be able to make the commitment, policy, and
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consequences of violating the Principles be informed and fully understood by their transaction counterparties.
The managers of the Bank shall at all times evaluate the educational proficiencies, behaviors, capabilities, compliance with the Principles, and working performance of subordinates, and the evaluation records shall be incorporated into the annual performance appraisal system.
- Article 19 The Bank shall adopt a concrete whistle-blowing system and scrupulously operate the system. If any violation of the Principles is found, Bank Professionals shall proactively report it, and the Bank shall keep the identity of the whistle-blower and the content of the report confidential.
The Bank tolerates no violation. Any of Bank Professionals obtains, or intends to obtain, improper Benefits for oneself or others at the cost of the Bank by using one’s position and authority shall be dismissed, and unconditionally indemnify the Bank for all losses, if occurred.
Any of Bank Professionals found to be in violation of the Principles shall be disciplined in accordance with the reward and disciplinary rules of the Bank.
The Bank has established an appeal system for those who are suspected of violating the Principles to appeal or seek remedy accordingly.
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Article 20 The results of implementation of the Principles shall be disclosed on the website, annual reports, and prospectuses of the Bank.
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Article 21 The Bank shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management, and Bank Professionals to make recommendations so as to review and improve the Principles and achieve better results from implementing the Principles.
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Article 22 After receiving the approval by the Audit Committee and the Board of Directors, the Principles will be implemented, and the contents will be reported to the Annual General Shareholders’ Meeting. The amendments of the Guidelines follow the same procedure.
Revision Record
| Version | Date | Approving Authority | Notes |
|---|---|---|---|
| 01 | 2015/11/06 | Board Meeting | first edition |
| 02 | 2020/03/23 | Board Meeting | |
| 03 | 2024/08/09 | Board Meeting |
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V. Code of Ethical Conduct of Far Eastern International Bank
Responsible Department: Human Resources Group Amended date: March 4, 2025
Article 1 Purpose and basis
In order to guide the Company’s directors, managers, and employees to behave in accordance with ethical standards and improve stakeholders’ understanding of the Company’s ethical standards, the Company has stipulated the Codes of Ethical Conduct (the “Code”) for them to comply.
Article 2 Applicable parties
The applicable parties of the Code are the Company’s directors, managers, and employees. (the “Applicable parties”)
Article 3 Principle of ethically conducting business
When conducting business, the Applicable parties shall comply with ethical standards and insist on honesty, trust, and job duties.
Article 4 Prevention of conflicts of interest
The Applicable parties shall conduct business in an objective and efficient way and are not allowed to obtain any illegitimate benefit for themselves, their spouses, parents, children or relatives within the second degree of kinship through their position in the Company.
When the Company has lending or borrowing agreements with, or gives guarantee for, or has material asset transactions with a company or its affiliated enterprise of any person mentioned in the preceding paragraph, the relevant Applicable parties shall voluntarily elaborate any potential conflicts of interest between the Company and himself / herself, and shall be handled in accordance with the Company’s codes relevant to these cases to prevent conflicts of interest.
Employees whose job is handling lending business should get the permission of avoiding to deal with lending cases of themselves, their spouses, or relatives within the third degree of kinship.
If employee’s spouses or relatives by blood or by marriage within the third degree of kinship are employees of the Company, these persons shall comply with the principle of preventing conflicts of interest.
Article 5 Prohibition against coveting private profit
The Applicable parties are prohibited from:
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Obtaining personal benefit through using the Company’s properties, information or through their positions in the Company;
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Competing with the Company.
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Behaviors prohibited by the company’s code of conduct or other relevant regulations.
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When the Company has an opportunity for profit, it is the responsibility of the Applicable parties to maximize the reasonable and proper benefits that can be obtained by the Company.
Article 6 Responsibility of confidentiality
The Applicable parties are obligated to maintain the confidentiality of any information regarding the Company itself or customers, except when authorized or required to disclose such information by relevant laws, orders from regulatory authorities, court rulings, or internal regulations of the company. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or customers.
Article 7 Fair trade
The Applicable parties shall treat all customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.
Article 8 Protection and proper use of the Company's assets
The Applicable parties shall protect the Company’s assets, reduce expenses, and ensure that assets are legally and effectively used for the business purpose of the Company to avoid theft, negligence or wasting.
Article 9 Legal compliance
The Applicable parties shall comply with the Banking Act, Securities and Exchange Act, and other applicable laws and regulations. The Company shall strengthen promotion of ethics internally.
Article 10 Management of sustainable information
The applicable parties must ensure that the collection, recording, processing, compilation, adjustment, approval, and publication of sustainable information are truthful, accurate, easy to understand, complete and fair, supported by evidence, and compliant with regulations. There must be no greenwashing behaviors that are inconsistent with actual circumstances or involve information asymmetry.
The definition of sustainable information is as stipulated in the company's 'Sustainable Information Management Guidelines.'
Article 11 Reporting
When a director discovers that the Company is in danger of sustaining material loss or damage, the director should promptly take appropriate actions and immediately notify the Audit Committee or independent director members of the Audit Committee, and report to the board of directors, and supervise the Company to report to the competent authority.
When the Applicable parties suspect or find any fact of violation of laws and regulations or the Code, they shall actively report such fact to the Audit Committee, managers, chief auditor, head office chief compliance officer, or other appropriate
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personnel and provide the Company with sufficient information for proper follow-up by the Company.
All of reports shall be kept confidential and investigated by independent channels by the Company to protect informants.
Article 12 Punishment
If any of the Applicable parties violate the Code, the Company will handle the case in accordance with relevant punishment regulations; the Company may claim compensation for any loss or damage resulting from such violation pursuant to the Civil Code. When a director or managerial officer violates the Code, the Company shall promptly disclose on the Market Observation Post System (the “MOPS”) the date of the violation, reasons for the violation, the provisions of the Code violated, and the actions taken by the Company.
Before making a resolution of punishment, the suspected violator is able to make a defense or complaint in accordance with related regulations.
Article 13 Procedures for exemption
If the Applicable parties require any exemption from compliance with the Code, it shall be resolved with approval by the board of directors, and the information on the date of exemption approved by the board of directors, objections or reservations opinions of independent directors, and the period of, reasons for, and basis of exemption shall be disclosed immediately on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code, and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.
Article 14 Way of disclosure
The Company shall disclose the Code on its web site, annual report, prospectuses and the MOPS. The same requirement applies for revision.
Article 15 Implementation
The Code shall enter into force after being approved by the board of directors, and the same shall also be reported at the shareholders’ meeting. The same procedure shall be followed when the Code has been amended.
Revision Record
| Revision Record | |||
|---|---|---|---|
| Version | Date | ApprovingAuthority | Notes |
| 01 | 2016/03/24 | Board of Directors | first edition |
| 02 | 2017/08/09 | Board of Directors | |
| 03 | 2025/03/04 | Board of Directors |
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VI. Current Shareholding of Directors and Independent Directors
As on March 24, 2025
| Name of persons | Number of | Percentage of | ||
|---|---|---|---|---|
| Position | Representatives | |||
| or companies | shares | shareholdings | ||
| Chairperson | Yu Ding Industrial Co., Ltd. | Ching-Ing Hou |
12,710,052 | 0.30% |
| Vice Chairman | Douglas Tong Hsu | - | 7,929,213 | 0.19% |
| Independent Director, | ||||
| Chia-Juch Chang | - | 0 | 0 | |
| Managing Director | ||||
| Far Eastern New Century | ||||
| Shaw Y. Wang | 109,069,556 | 2.55% | ||
| Corp. | ||||
| Executive Director | ||||
| Asia Cement Corp. | Tsung-Ming Chung | 98,023,891 | 2.29% | |
| Far Eastern New Century | ||||
| Humphrey Cheng | 109,069,556 | 2.55% | ||
| Corp. | ||||
| Far Eastern New Century | ||||
| Director | James Wu | 109,069,556 | 2.55% | |
| Corp. | ||||
| U-Ming Marine Transport | ||||
| Vacancy | 97,953,347 | 2.29% | ||
| Corp. | ||||
| Hsiao Hui Wang | - | 0 | 0 | |
| Independent Director | Bing Shen | - | 0 | 0 |
| Chiu-Ling Lu | - | 0 | 0 | |
| Total shareholding of all directors | 325,686,059 | 7.62% | ||
| The min. required shareholding of all directors, by law | 102,609,594 | 2.40% | ||
Note: The individual shareholding of representatives is excluded.
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VII. Impact of Stock Dividends on Operating Results, Earnings per Share, and Shareholders’ Return on Investment
| (Unconsolidated, in NT$,000) | (Unconsolidated, in NT$,000) | (Unconsolidated, in NT$,000) | (Unconsolidated, in NT$,000) |
|---|---|---|---|
| Year | 2025 | ||
| Items | (Forecast) | ||
| Beginning paid-in capital | 42,753,997 | ||
| Cash dividends per share (NT$) | 0.50 (Note 1) | ||
| Dividends | Stock dividends per share, from earnings distribution (number of | ||
| 0.025 (Note 1) | |||
| distribution | shares) | ||
| Stock dividends per share, from capital surplus (number of | 0 (Note 1) | ||
| 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 dividends from | Pro forma earnings per share(EPS) | (Note 2) |
|
| earning is paid fully by cash | |||
| Pro forma annually averaged | |||
| dividends | |||
| return on investment | |||
| Pro forma | |||
| Pro forma earnings per share(EPS) | |||
| Earnings per | |||
| If no stock dividends from | |||
| share (EPS) and | capital surplus |
Pro forma annually averaged | |
| price-earnings | |||
| return on investment | |||
| (P/E) ratio | |||
| If stock dividends from | Pro forma earnings per share(EPS) | ||
| capital surplus and from | |||
earnings are paid fully by |
Pro forma annually averaged | ||
| cash dividends | return on investment |
Note1:By board resolution on March 4, 2025, cash dividends of NT$0.50 and stock dividends of NT$0.25 were approved for distribution, where the actual distribution is subject to resolution at 2025 shareholders’ meeting. Note2:The Bank’s 2025 financial forecast is not disclosed to general public; hence the info is not available.
Chairman:Ching-Ing Hou President:Thomas Chou Chief Accountant:Yun-Yi Chen
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