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FEIB Capital/Financing Update 2013

Feb 20, 2013

52204_rns_2013-02-20_e82e4a04-a0bd-4cd7-8b10-6d01d808fed7.pdf

Capital/Financing Update

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OFFERING MEMORANDUM

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(incorporated as a company limited by shares in Taiwan, the Republic of China)

18,250,000 Global Depositary Shares representing 365,000,000 Common Shares, par value NT$10 per share

We are offering 18,250,000 Global Depositary Shares (the “GDSs”), representing 365,000,000 new common shares, par value NT$10.00 per common share, of our company (the “Shares” or “Common Shares”), each GDS representing 20 Shares, through Deutsche Bank AG, Hong Kong Branch and UBS AG, Hong Kong Branch (the “Initial Purchasers”).

Subject to certain restrictions described in this offering memorandum, on or after the Share Listing Date (as defined herein), which is expected to be no later than the fourth business day in the Republic of China (the “ROC”) following the closing date of this offering, you may surrender GDSs and withdraw and hold the underlying Shares or Individual Scripless Certificates of Payment, as the case may be, or request the Depositary to sell or cause to be sold on your behalf the underlying Shares.

The Shares are currently listed under the trading code “2845” on the Taiwan Stock Exchange (the “TWSE”) in the ROC. The closing sale price per Share on the TWSE on January 23, 2014 was NT$12.15 (equivalent to US$0.3995 at the exchange rate of NT$30.41 to US$1.00 based on the Taipei Forex Inc. Taiwan Dollar Closing rate on January 23, 2014)

Investing in and holding the GDSs involve a high degree of risk. See “Risk Factors” beginning on page 16 for a discussion of certain factors to be considered in connection with an investment in, and the holding of, the GDSs. The GDSs are of a specialist nature and should only be bought and traded by investors particularly knowledgeable in investment matters.

Offering Price: US$7.40 per GDS

The GDSs and the Shares underlying the GDSs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Prospective purchasers are hereby notified that sellers of the GDSs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act (“Rule 144A”). Outside the United States, the offering is being made in reliance on Regulation S under the Securities Act (“Regulation S”). The GDSs are not being directly or indirectly offered in the ROC. See “Transfer Restrictions” and “Plan of Distribution.”

Application has been made to admit the GDSs, which consist of the Rule 144A GDSs and Regulation S GDSs, to the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market of the Luxembourg Stock Exchange.

Delivery of the GDSs is expected to be made in book-entry form through the facilities of The Depository Trust Company, Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) through their participant accounts on or about January 28, 2014 (the “Closing Date”).

Joint Global Coordinators and Joint Bookrunners

Offering Memorandum dated January 23, 2014.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this offering memorandum. You must not rely on any unauthorized information or representations. This offering memorandum is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date of this offering memorandum. Our business, financial condition, results of operations and prospects may have changed since that date.

No United States federal, state or foreign securities commission or regulatory authority has recommended the GDSs or reviewed, passed on, determined or confirmed the accuracy or adequacy of this offering memorandum. Any representation to the contrary may be a criminal offense.

Except as described below, we accept responsibility for the information contained in this offering memorandum. We, having made all reasonable enquiries, confirm that this offering memorandum contains all information with respect to us, our subsidiaries, the GDSs and our Common Shares that is material in the context of the issue and offering of the GDSs, that the information contained in this offering memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of which would, in the context of the issue and offering of the GDSs, make this offering memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respects and that all reasonable enquiries have been made by us to verify the accuracy of such information and that this offering memorandum does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading. We accept responsibility for and confirm that the information contained in each of the sections entitled “Appendix A: The Securities Markets of the ROC” and “Appendix B: Foreign Investment and Exchange Controls in the ROC” has been accurately extracted from the TWSE Monthly Review and the laws and regulations of the ROC. However, such information has not been verified by us, the Initial Purchasers or any of our or the Initial Purchasers’ affiliates or advisors in connection with this offering.

The distribution of this offering memorandum and the offering and sale of the GDSs in certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum comes are required by us and the Initial Purchasers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of the GDSs and distribution of this offering memorandum, see “Plan of Distribution” and “Transfer Restrictions.” This offering memorandum does not constitute an offer of, or an invitation by or on behalf of us or the Initial Purchasers to subscribe for or purchase any of the GDSs in any jurisdiction in which such offer or invitation would be unlawful. This offering memorandum may be used only for the purposes for which it has been published.

For New Hampshire Residents

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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Available Information

If, at any time, we are neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor exempt from reporting pursuant to Rule 12g3-2(b) of the Exchange Act, we will furnish, upon request, to any person in whose name GDSs are registered on the books of the Depositary (as defined herein), any holder of any beneficial interest in GDSs or any prospective purchaser designated by a holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Alternatively, a holder may obtain such information at the offices of our Luxembourg listing agent intermediary, The Bank of New York Mellon (Luxembourg) S.A., as such information will be provided free of charge to any person in Luxembourg who requests it.

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TABLE OF CONTENTS

PRESENTATION OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ENFORCEABILITY OF FOREIGN JUDGMENTS IN THE ROC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIVIDENDS AND DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MARKET PRICE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SELECTED FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF ASSETS AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REGULATION OF THE ROC BANKING INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SHARE OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CHANGES IN ISSUED SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TRANSACTIONS WITH RELATED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF THE GLOBAL DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY OF CERTAIN DIFFERENCES BETWEEN ROC GAAP AND IFRSs . . . . . . . . . . . . . . . . .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX A: THE SECURITIES MARKETS OF THE ROC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX B: FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN THE ROC . . . . . . . . . . .
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PRESENTATION OF INFORMATION

The references to “the Company” in this offering memorandum refer to Far Eastern International Bank, and references to “we,” “us” and “our” in this offering memorandum refer to Far Eastern International Bank or Far Eastern International Bank and its subsidiaries, as the context requires, unless specifically indicated. The references to “Shares” refer to the common shares of the Company, par value NT$10 per common share. The references to “Taiwan” and “ROC” refer to Taiwan, the Republic of China. The references to “PRC” and “China” refer to the People’s Republic of China. The references to “the ROC Company Law” refer to the Company Law of the ROC. The references to “FSC” refer to the Financial Supervisory Commission of the ROC. The references to “TWSE” refer to the Taiwan Stock Exchange Corporation.

Unless expressly stated otherwise, all financial information, description and other information regarding our financial condition and results of operations as of and for the years ended December 31, 2010, 2011 and 2012 and as of and for the nine months ended September 30, 2012 and 2013 included in this offering memorandum are presented on a consolidated basis. Our consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 have been audited. Our consolidated financial statements as of and for the nine months ended September 30, 2012 and 2013 have been reviewed by our independent auditors.

The financial statements of the Company are published in New Taiwan dollars, the lawful currency of the ROC. All references to “United States dollars,” “US dollars” and “US$” are to United States dollars, all references to “New Taiwan dollars,” “NT dollars” and “NT$” are to New Taiwan dollars and all references to “HK$” are to Hong Kong dollars. Unless otherwise noted, all translations from NT dollars to US dollars were made at the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board (the “Noon Buying Rate”) as of September 30, 2013, which was NT$29.56 = US$1.00. All amounts translated into US dollars in this offering memorandum are provided solely for your convenience and no representation is made that the NT dollar or US dollar amounts referred to herein could have been or could be converted into US dollars or NT dollars, as the case may be, at any particular rate or at all. For further information relating to exchange rates, see “Exchange Rates”.

In this offering memorandum, where information has been presented in thousands, millions or billions of units, amounts may have been rounded up or down. Accordingly, the total of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding.

We have historically presented our consolidated financial statements, including our consolidated financial statements for the years ended December 31, 2010, 2011 and 2012, in accordance with accounting principles, procedures and reporting practices generally accepted in the ROC, or ROC GAAP. Effective from January 1, 2013, companies listed on the TWSE, including us, must report their financial statements under Taiwan International Financial Reporting Standards, or Taiwan-IFRSs, pursuant to the requirements of the Framework for Adoption of International Financial Reporting Standards by Companies in the ROC promulgated by the ROC Financial Supervisory Commission, or FSC, on May 14, 2009. Accordingly, our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 are prepared under ROC GAAP, and our financial statements as of and for the nine months ended September 30, 2012 and 2013 are prepared in accordance with Taiwan-IFRSs. These financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in other countries and jurisdictions, including the United States. The material differences between ROC GAAP and IFRSs are discussed under the section entitled “Summary of Significant Differences between ROC GAAP and IFRSs.” Certain financial amounts presented herein may not correspond directly to our financial statements included elsewhere herein or may not add up due to rounding.

We have compiled all industry and market information and statistics contained in this offering memorandum from various published and private sources, which may be inconsistent with other information compiled

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elsewhere. Unless otherwise indicated, all industry and market information and statistics contained in this offering memorandum relate to Taiwan. We have reproduced such information correctly in this offering memorandum but neither we, nor the Initial Purchasers, have independently verified the accuracy of any of such information.

We have compiled information with regard to our market share and market size in this offering memorandum using statistics and other information made available largely in the Chinese language by the Banking Bureau at its website at http://www.banking.gov.tw. Information on this website was collected from filings made by reporting financial institutions to the Banking Bureau and may differ from any audited financial information of such financial institutions. We have not independently verified the accuracy and completeness of the information and we do not accept responsibility for such information.

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FORWARD-LOOKING STATEMENTS

All statements contained in this offering memorandum that may be made by us or our officers, directors, supervisors or employees acting on our behalf that are not statements of historical fact constitute “forward-looking statements”. You can identify some of these forward-looking statements by terms such as “expects,” “believes,” “plans,” “intends,” “estimates,” “anticipates,” “may,” “will,” “would” and “could” or similar words. However, you should note that these words are not the exclusive means of identifying forwardlooking statements. All statements regarding our expected financial position, business strategy, plans and prospects are forward-looking statements. These forward-looking statements, including statements as to:

  • the intense competition in and other risks relating to the Taiwan banking industry in which we operate;

  • statements regarding our future loan growth and asset quality;

  • regulations and governmental policies in Taiwan which affect our businesses;

  • general economic, political and social conditions and developments in Taiwan and other jurisdictions in which we operate our businesses;

  • the impact of mergers and acquisitions in the financial services industry, competing demands for our capital and the risk of undisclosed liabilities;

  • legal proceedings;

  • other risks identified in “Risk Factors”; and

  • other matters discussed in this offering memorandum regarding matters that are not historical facts,

are only forecasts based on information currently available to us. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include, among others:

  • changes in political, social and economic conditions and the regulatory environment in the ROC;

  • changes in currency exchange rates;

  • changes to credit environment and our ability to secure funding that may be required to meet our liquidity needs and investment objectives;

  • our rate of growth and ability to meet the demands relating to our growth;

  • changes in market prices for our products;

  • changes in customer preferences;

  • changes in competitive conditions and our ability to compete under these conditions; and

  • other factors beyond our control.

Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different than expected, expressed or implied by the forward-looking statements in this offering memorandum, we advise you not to place undue reliance on those statements. We are not representing or warranting to you that our actual future results, performance or achievements will be as discussed in those statements. Further, we disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances.

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ENFORCEABILITY OF FOREIGN JUDGMENTS IN THE ROC

We are a company limited by shares and incorporated under the ROC Company Law. Most of our directors, executive officers and supervisors and certain of the experts named in this offering memorandum are residents of the ROC and substantially all of our assets and such persons are located in the ROC. As a result, it may be difficult for investors to enforce judgments obtained outside the ROC against us or such persons in the ROC, including those predicated upon the civil liability provisions of the federal securities laws of the United States. Any final judgment obtained against us or such persons in any court other than the courts of the ROC in respect of any legal suit or proceeding arising out of or relating to our Shares or GDSs will be enforced by the courts of the ROC without further review of the merits only if the court of the ROC in which enforcement is sought is satisfied that:

  • the court rendering the judgment has jurisdiction over the subject matter according to the laws of the ROC;

  • neither the judgment nor the court proceedings resulting in the judgment are contrary to the public order or good morals of the ROC;

  • if the judgment was rendered by default by the court rendering the judgment, (i) process was duly served on us or such persons within a reasonable period of time within the jurisdiction of such court in accordance with the laws and regulations of such jurisdiction or (ii) process was served on us or such persons with judicial assistance of the ROC; and

  • judgments of the courts of the ROC are recognized and enforceable in the jurisdiction of the court rendering the judgment on a reciprocal basis.

A party seeking to enforce a foreign judgment in the ROC would, except under limited circumstances, be required to obtain foreign exchange approval from the Central Bank of the Republic of China (Taiwan), or the CBC, for the remittance out of the ROC of any amounts exceeding US$100,000 or its equivalent recovered in respect of such judgment denominated in a currency other than NT dollars. See “Foreign Investment and Exchange Controls in the ROC.”

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SUMMARY

The following summary is qualified in its entirety by the more detailed information contained elsewhere in this offering memorandum. This summary may not contain all of the information you should consider before deciding to invest in the GDSs. We recommend that you read this offering memorandum carefully, including the financial statements and related notes which appear in the F-pages of this offering memorandum and “Risk Factors”.

Overview

Established in 1992 and listed on the TWSE in 1998, we are a leading full-service commercial bank in Taiwan. Through our four strategic business units, or SBUs, namely the Individual Banking Group, Consumer Banking & Credit Card Group, Corporate Banking Group and Financial Markets Group, we offer a broad range of financial products and banking services to over 2.5 million individual and corporate customers in Taiwan and abroad. On January 23, 2014, our market capitalization was NT$28.7 billion based on the closing price of NT$12.15 per share on the TWSE on that date. We are a member of the Far Eastern Group, one of the largest business conglomerates in Taiwan having a diversified group of companies engaging in activities including, among others, financial services, petrochemicals, cement production, manufacturing, retailing, shipping, transportation, telecommunications, investment and real estate. Our affiliation with this reputable conglomerate, as well as our use of the Far Eastern brand name, enhances our franchise and business opportunities.

Our long history, highly popular and competitive products and strong brand name makes us one of Taiwan’s premier financial services companies. We believe that our comprehensive product and service offerings have not only helped expand our customer base, but have also contributed to our high customer retention rate. Our large and loyal customer base has in turn strengthened our ability to cross sell products and services offered by our SBUs.

We leverage our extensive distribution and customer service network consisting of our head office and 54 domestic branches, one offshore banking unit, one Hong Kong branch, six corporate banking centers and 157 automated teller machines, or ATMs, to cross sell and serve our large customer base. As of September 30, 2013, we had more than 2.5 million individual banking and consumer banking customers and approximately three thousand corporate banking customers. In addition, we are one of Taiwan’s leading issuers of credit cards in terms of number of credit cards in-force and total credit card revolving balances. As of September 30, 2013, we had approximately 1.4 million credit cards in-force and outstanding credit card revolving balances of NT$10.5 billion.

As of September 30, 2013, we had total assets of NT$491.2 billion (US$16.6 billion), total gross discounts and loans of NT$321.0 billion (US$10.9 billion), deposits and remittances of NT$392.6 billion (US$13.3 billion) and shareholders’ equity of NT$28.5 billion (US$1.0 billion), as well as a standalone capital adequacy ratio of 10.16% and a standalone Tier I capital adequacy ratio of 7.54%.

Our executive offices are located at 27th Floor, No. 207, Section 2, Tun Hwa South Road, Taipei, Taiwan, the ROC.

Competitive Strengths

We believe that the following key competitive strengths contribute to our competitive position in the financial services industry in Taiwan:

  • Differentiating business model leveraging synergy with Far Eastern Group;

  • Outstanding consumer finance franchise focusing on product bundling;

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  • Sophisticated corporate banking and financial market capabilities;

  • Proven earnings generation capability and solid asset quality;

  • Best-in-class execution capabilities; and

  • Seasoned management team with proven track record.

Strategy

Our strategic goal is to become a premier specialized financial institution in both Taiwan and Greater China by providing a full range of financial products and unparalleled services to our customers. We plan to achieve our goal by implementing the following strategies:

  • Further strengthen our leadership in niche/high margin markets;

  • Continue to develop innovative financial products and services;

  • Pursue cross-selling opportunities by leveraging Far Eastern Group and its affiliates;

  • Enhance operational efficiency by integrating back offices and administration functions;

  • Evaluate and selectively pursue strategic alliances and acquisitions to expand our scale and service and operational capabilities;

  • Expand business coverage into Greater China to further support corporate customer needs; and

  • Attract, motivate and develop talented and experienced professionals.

Recent Developments

As announced on the Market Observation Post System, our consolidated net profit for October, November and December 2013 were NT$794.7 million, NT$848.4 million and NT$731.9 million, respectively, and our income before income tax for 2013 was NT$3,554.9 million. The financial data for October, November and December 2013 and the year 2013 have not been audited nor reviewed by our auditor, and are subject to adjustments based upon, among other things, completion of applicable reporting processes. Actual results could differ materially from the financial data provided above.

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SUMMARY FINANCIAL AND OTHER DATA

The summary financial information as of and for the years ended December 31, 2010, 2011 and 2012 has been derived from our audited consolidated financial statements prepared in accordance with ROC GAAP included elsewhere in this offering memorandum. These consolidated financial statements have been audited by Deloitte & Touche, independent auditors. The summary unaudited consolidated financial information as of and for the nine months ended September 30, 2012 and 2013 has been derived from our unaudited consolidated financial statements for the same periods prepared in accordance with Taiwan-IFRSs, pursuant to the Regulations Governing the Preparation of Financial Reports by Public Banks, International Financial Reporting Standard 1 “First-time Adoption of International Financial Reporting Standards” and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China included elsewhere in this offering memorandum. The unaudited consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, which we consider necessary for a fair presentation of our financial position and operating results for the periods presented. These consolidated financial statements have been reviewed by Deloitte & Touche, independent auditors.

Our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 included in the F-pages of this offering memorandum have been prepared and presented in accordance with reporting requirements of the “Regulations Governing the Preparation of Financial Reports by Public Banks” and other applicable ROC laws and regulations and in accordance with ROC GAAP. Our financial statements as of and for the nine months ended September 30, 2012 and 2013 included in the F-pages of this offering memorandum have been prepared and presented in accordance with Taiwan-IFRSs, pursuant to the Regulations Governing the Preparation of Financial Reports by Public Banks, International Financial Reporting Standard 1 “First-time Adoption of International Financial Reporting Standards” and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China included elsewhere in this offering memorandum. Those financial statements are not intended to present our financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in other countries and jurisdictions, including the United States. The summary financial data in the following tables have been derived from our financial statements included in the F-pages of this offering memorandum without material adjustment. Solely for your convenience, these summary data are presented in a different format from those financial statements. Neither these data nor the format in which they are presented should be viewed as comparable to information prepared in accordance with US GAAP or generally accepted accounting principles elsewhere.

accounting principles elsewhere.
Selected income statement data:
Total net interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net service fee income and commission income . . . . . .
Net gain on financial instruments(1) . . . . . . . . . . . . . . . .
Net gain on reversal of provision (provision) for asset
impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of written-off credits(2) . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-interest income and gains, net . . . . . .
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (reversal of provision) for possible losses and
guarantee obligations reserve(2) . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated net income. . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
Nine Months Ended September 30,
2011
2012
2012
2013
NT$
NT$
US$
NT$
(unaudited)
NT$
US$
(in millions)
3,879.4
3,978.8
134.6
3,073.4
3,662.8
123.9
2,276.0
2,585.1
87.5
1,912.2
2,131.4
72.1
865.6
1,271.6
43.0
917.7
1,072.3
36.3
(2.8)
44.8
1.5
56.2
0.8

1,220.0
1,274.7
43.1



426.1
485.1
16.4
303.1
236.1
8.0
4,784.9
5,661.3
191.5
3,189.2
3,440.6
116.4
8,664.3
9,640.1
326.1
6,262.6
7,103.4
240.3
834.2
897.3
30.4
(587.1)
(320.4)
(10.8)
5,306.5
5,815.1
196.7
4,321.8
4,316.9
146.0
2,523.6
2,927.7
99.0
2,527.9
3,106.9
105.1
150.4
364.3
12.3
272.4
379.2
12.8
2,373.2
2,563.4
86.7
2,255.5
2,727.7
92.3
Nine Months Ended September 30,
2010
NT$
3,983.8
2,257.5
955.6
(6.1)
1,247.6
259.5
4,714.1
8,697.9
675.0
4,973.7
3,049.2
852.8
2,196.4
2011
NT$
3,879.4
2,276.0
865.6
(2.8)
1,220.0
426.1
4,784.9
8,664.3
834.2
5,306.5
2,523.6
150.4
2,373.2
2013
(unaudited)
NT$
US$
3,662.8
123.9
2,131.4
72.1
1,072.3
36.3
0.8



236.1
8.0
3,440.6
116.4
7,103.4
240.3
(320.4)
(10.8)
4,316.9
146.0
3,106.9
105.1
379.2
12.8
2,727.7
92.3

Notes:

(1) Net gain on financial instruments includes net gain on financial assets and liabilities at fair value through profit or loss, net gain on available-for-sale financial assets, investment income (loss) recognized under the equity method and foreign exchange gain (loss). (2) While recovery of written-off credits are credited against provision for possible losses under Taiwan-IFRSs, it is recognized as other income under ROC GAAP in the years ended December 31, 2010, 2011 and 2012.

7

Selected balance sheet data:
Assets
Discounts and loans, net . . . .
Due from the Central Bank
and other banks . . . . . . . . .
Other financial assets(1) . . . . .
Total assets. . . . . . . . . . . . . .
Liabilities
Deposits and remittances . . .
Bank debentures . . . . . . . . . .
Due to the Central Bank and
other banks . . . . . . . . . . . .
Total liabilities . . . . . . . . . . .
Total shareholder’s
equity . . . . . . . . . . . . . . . .
Total liabilities and
shareholders’ equity . . . .
As of December 31,
As of September 30,
2011
2012
2012
2013
NT$
NT$
US$
NT$
(unaudited)
NT$
US$
(in millions)
269,460.4
280,219.4
9,479.7
280,051.3
316,949.8
10,722.3
86,739.2
82,818.6
2,801.7
81,359.1
79,374.3
2,685.2
75,773.4
96,592.0
3,267.7
89,364.0
89,305.4
3,021.2
438,455.1
465,498.3
15,747.6
456,748.0
491,166.7
16,615.9
369,998.6
391,933.3
13,258.9
377,867.0
392,644.4
13,283.0
20,230.3
23,072.1
780.5
23,094.5
25,055.6
847.6
11,785.7
11,675.0
395.0
15,327.3
25,027.4
846.7
413,800.7
438,897.0
14,847.7
430,459.1
462,674.7
15,652.0
24,654.4
26,601.3
899.9
26,288.9
28,492.0
963.9
438,455.1
465,498.3
15,747.6
456,748.0
491,166.7
16,615.9
As of September 30, As of September 30,
2010
NT$
236,351.3
102,938.4
72,548.8
418,356.4
347,860.6
16,789.6
18,093.1
395,549.2
22,807.2
418,356.4
2011
NT$
269,460.4
86,739.2
75,773.4
438,455.1
369,998.6
20,230.3
11,785.7
413,800.7
24,654.4
438,455.1
2013
(unaudited)
NT$
US$
316,949.8
10,722.3
79,374.3
2,685.2
89,305.4
3,021.2
491,166.7
16,615.9
392,644.4
13,283.0
25,055.6
847.6
25,027.4
846.7
462,674.7
15,652.0
28,492.0
963.9
491,166.7
16,615.9

Notes:

(1) Other financial assets include cash and cash equivalents, financial assets at fair value through profit or loss, securities purchased under resale agreements, receivables-net, available-for-sale financial assets, held-to-maturity financial assets, investments accounted for by the equity method, debt investments with no active market, and other financial assets (including derivative financial assets for hedging).

8

As of or for the Year Ended December 31,
As of or for the Nine Months Ended
September 30,
2010
2011
2012
2012
2013
Selected credit data:
Total loans(1) . . . . . . . . . . .
NPLs . . . . . . . . . . . . . . . . .
Allowance for possible
losses . . . . . . . . . . . . . . .
Credit card revolving
balance . . . . . . . . . . . . .
Allowance for possible
losses—credit card
receivables . . . . . . . . . . .
Key financial ratios:
Net interest margin(2) . . . . .
Net gain on financial
instruments ratio(3) . . . . .
Net non-interest income
and gains ratio(4) . . . . . .
Provision (reversal of
provision) for possible
losses and guarantee
obligations reserve
ratio(5) . . . . . . . . . . . . . .
Return on average
equity(6) . . . . . . . . . . . . .
Return on average
assets(7) . . . . . . . . . . . . .
Earnings per share . . . . . . . NT$ Cash dividends per
share(8) . . . . . . . . . . . . . . NT$ Asset quality data:
NPL ratio(9) . . . . . . . . . . . .
Coverage ratio(10) . . . . . . . .
Capital adequacy
ratio(11) . . . . . . . . . . . . . .
(unaudited)
(unconsolidated)
NT$
NT$
NT$
US$
NT$
NT$
US$
(in millions, except percentages and per share data)
239,958.8
274,234.1
283,801.4
9,600.9
283,219.4
320,953.5
10,857.7
1,202.8
612.6
1,317.1
44.6
1,349.1
1,140.0
38.6
3,607.5
4,773.7
3,582.0
121.2
3,168.1
4,003.7
135.4
11,220.8
10,774.4
10,676.4
361.1
10,621.8
10,471.5
354.2
1,849.2
774.3
710.0
24.0
727.9
660.2
22.3
1.36%
1.19%
1.13%
1.17%
1.26%
10.99%
9.99%
13.19%
14.65%
15.10%
54.20%
55.23%
58.73%
50.92%
48.44%
7.76%
9.63%
9.31%
(9.37%)
(4.51%)
10.08%
10.00%
10.00%
11.84%
13.24%
0.55%
0.55%
0.57%
0.67%
0.76%
0.99
NT$ 1.07
NT$ 1.15
US$ 0.04 NT$ 0.96
NT$ 1.16
US$ 0.04
0.10
NT$ 0.25
NT$ 0.25
US$ 0.01
N/A
N/A
0.50%
0.22%
0.46%
0.48%
0.36%
299.92%
779.32%
271.96%
234.84%
351.20%
13.36%
12.86%
12.71%
12.53%
10.16%

Notes:

  • (1) Represents the gross amount of loans, discounts and bills purchased as of the dates indicated, without deducting any allowance for possible losses. See note 9 of the notes to our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 and note 12 of the notes to our financial statements as of and for the nine months ended September 30, 2012 and 2013, both included in the F-pages of this offering memorandum.

  • (2) Represents net interest income (without deducting amount booked as service fee income) divided by daily average interest earning assets. In order to enable a comparison with annual figures, net interest margin for each of the nine months ended September 30, 2012 and 2013 represents annualized net interest income divided by average interest-earning assets for the period.

  • (3) Represents the ratio of net gain on financial instruments to net profit.

  • (4) Represents the ratio of net non-interest income and gains to net profit. Net non-interest income includes service fees, gains on securities and other non-interest income.

  • (5) Represents the ratio of provision (reversal of provision) for possible losses and guarantee obligations reserve to net profit.

  • (6) Represents consolidated net income divided by average equity for the period (calculated by averaging the opening and ending balance of the period). In order to enable a comparison with annual figures, return on average equity for each of the nine months ended September 30, 2012 and 2013 represents annualized consolidated net income divided by average equity for the period.

  • (7) Represents consolidated net income divided by average assets for the period. In order to enable a comparison with annual figures, return on average assets for each of the nine months ended September 30, 2012 and 2013 represents annualized consolidated net income divided by average assets for the period.

  • (8) Represents cash dividends which were declared and paid in the year, but related to the earnings of the preceding year. (9) Represents NPLs divided by gross loans.

  • (10) Represents total allowance for possible losses divided by total amount of nonperforming loans.

  • (11) Determined in accordance with the requirements of the FSC. See “Descriptions of Assets and Liabilities—Capital Adequacy.”

9

THE OFFERING

The following is only a summary and is qualified in its entirety by reference to the “Description of the Global Depositary Shares.”

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||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Issuer|. . . . . . . . . . . . . . . . . . . . . . . . . . .|Far Eastern International Bank.|
|The GDS Offering|. . . . . . . . . . . . . . . . .|18,250,000|GDSs|representing|365,000,000|new|common|shares,|or|
|Shares, to qualified|institutional|buyers, or QIBs, in the United States|
|in|reliance|on|Rule|144A|under|the|Securities|Act,|or|the|Rule|144A|
|GDSs,|and|outside|the|United|States|in|reliance|on|Regulation|S|
|under the Securities Act, or the Regulation S GDSs.|
|Shares Outstanding Immediately|2,362,118,264 Shares.|
|Before the GDS Offering|. . . . . . . . .|
|Shares Outstanding Immediately after|Immediately|after|this|offering,|there|will|be|2,727,118,264|Shares|
|the GDS Offering|. . . . . . . . . . . . . . .|issued and outstanding.|
|The GDSs|. . . . . . . . . . . . . . . . . . . . . . . .|Each GDS represents|20 Shares. The Rule 144A GDSs will be issued|
|pursuant to a Rule 144A deposit agreement, or the Rule 144A Deposit|
|Agreement,|and|the|Regulation|S|GDSs|will|be|issued|pursuant|to|a|
|Regulation|S|deposit|agreement,|or|the|Regulation|S|Deposit|
|Agreement,|and together with the Rule 144A Deposit Agreement, the|
|Deposit Agreements.|
|Offering Price|. . . . . . . . . . . . . . . . . . . .|US$7.40 per GDS.|
|Closing Date|. . . . . . . . . . . . . . . . . . . . . .|January 28, 2014|
|Use of Proceeds|. . . . . . . . . . . . . . . . . . .|The net proceeds to be received by us from this offering of the GDSs|
|will|be|approximately|US$133.0|million.|The|net|proceeds|are|
|calculated|after|deducting|underwriting|discounts|and|commissions|
|and related expenses of US$2.1 million. We will use the net proceeds|
|to|provide|us|with|additional|working|capital,|enhance|our|Tier-1|
|capital ratio and strengthen our capital structure.|
|Lockup Agreements|. . . . . . . . . . . . . . .|We have agreed that, subject to certain exceptions, until 90 days after|
|the|date|hereof,|we|will|not,|without|the|Initial|Purchasers’|prior|
|written consent, offer, sell, contract to sell or otherwise dispose of any|
|securities|of|us|that|are|substantially|similar|to|the|GDSs|or|the|
|Shares, including but not limited to any securities that are convertible|
|into|or|exchangeable|for,|or|that|represent|the|right|to|receive,|or|the|
|Shares|or|any|such|substantially|similar|securities|(other|than|
|(i)|pursuant|to|employee|stock|option|plans|existing|on|the|date|
|hereof,|(ii)|upon|the|conversion|or|exchange|of|convertible|or|
|exchangeable|securities|outstanding|as|of|the|date|hereof,|or|(iii)|the|
|issuance|of|additional|Shares|in|the|form|and|manner|and|within|the|
|quota|approved|in|our|2013|general|shareholder|meeting).|See|“Plan|
|of Distribution.”|

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10

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Form and ROC Share Issuance On the Closing Date we will deliver a certificate of payment, or the
Procedure . . . . . . . . . . . . . . . . . . . . . . Certificate of Payment, evidencing the right to receive underlying
Shares to Citibank Taiwan Limited, as custodian, or the Custodian,
for Citibank, N.A., as the depositary, or the Depositary, which in turn
will deliver the GDSs. Upon receipt by the Custodian of the
Certificate of Payment, the Depositary will deliver (i) a Rule 144A
master global depositary receipt, or Rule 144A Master GDR,
certificate evidencing the Rule 144A GDSs, to be registered in the
name of Cede & Co., as nominee for The Depository Trust Company,
or DTC, and (ii) a Regulation S master global depositary receipt, or
Regulation S Master GDR, certificate evidencing the Regulation S
GDSs, to be registered in the name of a nominee of Citibank Europe
plc as common depository for Euroclear and Clearstream.
No later than the second business day in the ROC following the
Closing Date, we will apply to the TWSE for listing of certificates of
payment in scripless form, or the Individual Scripless Certificates of
Payment, in respect of the underlying Shares. It is expected that the
TWSE will approve the listing of the Individual Scripless Certificates
of Payment on the fourth business day in the ROC following the
Closing Date (such approval date being the “Share Listing Date”),
although there is no assurance that such approval will be obtained by
such date (if at all). Immediately upon such listing and the credit of
the number of Shares as represented by the Individual Scripless
Certificates of Payment into the Depositary’s account with its
Custodian through the book-entry system maintained by the Taiwan
Depository & Clearing Corporation, or the TDCC, the Certificate of
Payment we delivered to the Custodian on the Closing Date will be
replaced by the Individual Scripless Certificates of Payment. Except
where the context otherwise requires, all references in this offering
memorandum to the Shares represented by the GDSs assume that we
have received approval from the TWSE for the listing of the
Individual Scripless Certificates of Payment, and during the period
immediately prior to the Share Listing Date those references shall be
deemed as references to the Certificate of Payment initially delivered
to the Custodian.
For the avoidance of doubt, the first ROC business day after the
Closing Date is February 5, 2014.
We will issue and deliver the underlying Shares in scripless form in
respect of the Individual Scripless Certificates of Payment into the
Depositary’s account with its Custodian through the book-entry
system maintained by the TDCC on or about 60 to 80 calendar days
after the Closing Date, subject to obtaining approvals from the
relevant government authorities and the TWSE.
Withdrawal of Common Shares . . . . . . On or after the Share Listing Date, which is approximately the fourth
ROC business day following the Closing Date, subject to the listing
approval from the TWSE and the relevant provisions of the applicable
Deposit Agreement, a holder may apply to withdraw the underlying
Shares or, as the case may be, the Individual Scripless Certificates of
Payment. Under ROC market practice, you will not be able to receive
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11

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the underlying Shares or, as the case may be, the Individual Scripless
Certificate of Payment until two ROC business days after the Share
Listing Date. Interests in the Individual Scripless Certificates of
Payment, without physical certificates and maintained in the
book-entry settlement system, carry the same rights and as those
attaching to the Shares and are eligible for trading on the TWSE in
the same manner as Shares. Delivery of the irrevocable right to
receive the underlying withdrawn Shares, evidenced by the Individual
Scripless Certificates of Payment, will only be made by the Custodian
through the book-entry system maintained by the TDCC. See
“Description of the Global Depositary Shares—Withdrawal of Shares
Upon Cancellation of GDSs.”
Issuance of Additional GDSs . . . . . . . . Under current ROC law and as provided in the Deposit Agreements,
after the closing of the offering, no deposits of shares may be made in
the depositary receipt facility, and no GDSs may be issued against
such deposits, without specific approval of the FSC, except for the
offering and the issuance of additional GDSs in connection with
(i) dividends on, or free distributions of, Shares, (ii) the exercise by
holders of existing GDSs of their pre-emptive rights in the event of
capital increases for cash, (iii) to the extent previously issued GDSs
have been canceled and as permitted under the Deposit Agreements,
the deposit of Shares owned or purchased directly by a person or
through the Depositary on the TWSE for the deposit in the deposit
receipt facility, but such that the total number of GDSs outstanding
after an issuance described in this clause does not exceed the number
of GDSs issued and previously approved by the FSC in connection
with this offering plus any GDSs created under clauses (i) and
(ii) described above, and (iv) upon the exchange of Rule 144A GDSs
for Regulation S GDSs and vice versa, subject to any adjustment to
the number of shares represented by each GDS. See “Description of
the Global Depositary Shares—Issuance of GDSs Upon Deposit of
Shares”.
Voting Rights . . . . . . . . . . . . . . . . . . . . . Subject to the applicable Deposit Agreement, if the Depositary timely
receives voting instructions from a holder of GDSs, it will endeavor
to vote the Shares represented by the holder’s GDSs in accordance
with such voting instructions. If the Depositary receives timely voting
instructions from a holder of GDSs which fail to specify the manner
in which the Shares represented by the holder’s GDSs are to be voted,
the Depositary will deem the holder of the GDSs to have instructed
the Depositary to vote in favor of the items set forth in such
instructions. Holders of GDSs from which the Depositary does not
receive timely voting instructions will be deemed to have instructed
the Depositary to authorize the Company’s Chairman of the Board of
Directors or his or her designated person to vote the Shares
represented by such GDSs in his or her discretion, provided that the
Depositary received notice of the meeting or solicitation of vote from
the Company in a timely manner as specified in the applicable
Deposit Agreement. No such authorization will be given with respect
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12

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to any matter as to which the Company informs the Depositary that (i)
the Company does not wish such authorization to be given;
(ii) substantial opposition exists, or (iii) the rights of shareholders of
the Company will be materially adversely affected. See “Description
of the Global Depositary Shares—Voting Rights.”
Dividends . . . . . . . . . . . . . . . . . . . . . . . . Subject to the terms of the Deposit Agreements, holders of GDSs will
be entitled to receive dividends, to the same extent as the holders of
the Shares, less the fees, costs and expenses payable under the
Deposit Agreements and any ROC tax applicable to such dividends.
See “Dividends and Dividend Policy.”
ROC Tax . . . . . . . . . . . . . . . . . . . . . . . . Dividends (whether in cash or Common Shares) distributed by us out
of retained earnings and distributed to non-ROC holders in respect of
Common Shares represented by GDSs are subject to ROC
withholding tax. The current rate of withholding tax for non-ROC
holders is 20% of the amount of the distribution (in the case of cash
dividends) or the par value of the Common Shares (in the case of
stock dividends). Distributions of Common Shares declared by us out
of capital surplus are not subject to ROC tax.
Under ROC law, capital gains derived from sales of Common Shares
may be subject to income tax. Capital gains derived from sales of
GDSs are not subject to ROC income tax.
The Depositary is subject to a securities transaction tax on the gross
amount received upon sale of statutory subscription rights evidenced
by securities in a rights offering for cash. Holders of GDSs are
responsible for such taxes and any fees, costs and expenses in
connection therewith under the Deposit Agreements. See “Taxation—
ROC Taxation.”
Exchange Controls . . . . . . . . . . . . . . . . Under existing ROC laws and regulations relating to foreign
exchange controls, the Depositary or a holder of GDSs is not required
to obtain foreign exchange approval from the CBC, for the conversion
into foreign currencies of (i) any net proceeds realized from the sale
of any or all of the shares underlying the GDSs, or (ii) the proceeds
received from the sale of shares received as stock dividends in respect
of such shares and deposited into the depositary receipt facility. In
addition, the Depositary may convert inward remittances of payments
into NT dollars for purchase of shares for deposit in the depositary
receipt facility against the issuance of additional GDSs without
applying for any such approvals. A holder of GDSs, after becoming a
holder of shares, may without obtaining further approval from the
CBC convert NT dollars into other currencies, including US dollars,
from proceeds from the sale of any underlying shares withdrawn from
the depositary receipt facility or any cash dividends or distributions
received and the subscription payment for rights offering. However,
the Depositary or a holder of GDSs must obtain foreign exchange
approval from the CBC on a payment-by-payment basis for
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13

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conversion from NT dollars into foreign currencies in respect of the
sale of subscription rights for the Shares if the proceeds are in excess
of US$100,000 per remittance.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . The Shares are listed on the TWSE under the trading code “2845.”
See “Market Price Information.” We have applied to list the GDSs,
which consist of the Rule 144A GDSs and Regulation S GDSs,
offered on the Official List of the Luxembourg Stock Exchange and
to trade the GDSs on the Euro MTF Market of the Luxembourg Stock
Exchange.
Rule 144A GDS Settlement The Rule 144A GDSs will be accepted into DTC’s book-entry
Procedures . . . . . . . . . . . . . . . . . . . . . settlement system and represented by a single Master Rule 144A
GDR certificate evidencing all Rule 144A GDSs. The Master
Rule 144A GDR certificate will be registered in the name of Cede &
Co., as nominee of DTC. As long as any Rule 144A GDSs are held in
book-entry form, Cede & Co. will be the holder of record of all such
Rule 144A GDSs. Accordingly, each person owning a beneficial
interest in the Master Rule 144A GDR certificate must rely upon the
procedures of DTC and institutions having accounts with DTC to
exercise or to be entitled to any rights of a Rule 144A GDS holder. So
long as any Rule 144A GDSs settle through DTC’s book-entry
settlement system or unless otherwise required by law, ownership of
beneficial interests in the Master Rule 144A GDR certificate will be
shown on, and the transfer of such ownership will be effected only
through, records maintained by (i) DTC or its nominee (with respect
to DTC participants’ interests) or (ii) DTC participants. See
“Description of Global Depositary Shares.”
Regulation S GDS Settlement Each of Euroclear and Clearstream will accept the Regulation S GDSs
Procedures . . . . . . . . . . . . . . . . . . . . . into its book-entry settlement system. The Regulation S GDSs will be
represented by a single Master Regulation S GDR certificate
evidencing all of the Regulation S GDSs. The Master Regulation S
GDR certificate will be registered by the Depositary in the name of a
nominee for a common depository for Euroclear and Clearstream.
Accordingly, each person owning a beneficial interest in the Master
Regulation S GDR certificate must rely upon the procedures of the
common depository, Euroclear and Clearstream and institutions
having accounts with Euroclear or Clearstream to exercise or to be
entitled to any rights of a Regulation S GDS holder. So long as any
Regulation S GDSs settle through the book-entry settlement systems
of Euroclear or Clearstream, or unless otherwise required by law,
ownership of beneficial interests in the Master Regulation S GDR
certificate will be shown on, and the transfer of such ownership will
be effected only through, records maintained by (i) Euroclear,
Clearstream and their common depository (and its nominee) with
respect to Euroclear and Clearstream participants’ interests) or
(ii) Euroclear and Clearstream participants. Settlement of the
Regulation S GDSs will take place through Euroclear and
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==> picture [481 x 625] intentionally omitted <==

----- Start of picture text -----

Clearstream or the common depository in accordance with the
settlement procedures applicable to equity securities in the
Euromarket. See “Description of Global Depositary Shares.”
Delivery of GDRs . . . . . . . . . . . . . . . . . . Delivery of the GDRs, against payment in same-day funds, is
expected on or about January 28, 2014.
Transfer restrictions . . . . . . . . . . . . . . . Neither the GDSs nor the Shares have been registered under the
Securities Act, and those securities are subject to restrictions on
transfer. See “Transfer Restrictions”.
Depositary . . . . . . . . . . . . . . . . . . . . . . . Citibank, N.A.
Custodian . . . . . . . . . . . . . . . . . . . . . . . . Citibank Taiwan Limited
Governing Law . . . . . . . . . . . . . . . . . . . Each Deposit Agreement will be governed by, and construed in
accordance with, the laws of the State of New York.
----- End of picture text -----

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RISK FACTORS

Investing in the GDSs and the Shares underlying GDSs involves risks. You should carefully consider the risks described below before making an investment decision. You should also carefully consider all of the information contained in this offering memorandum, including our financial statements and related notes. You should note that we are governed in the ROC by a legal and regulatory environment that in some material respects may be different from that prevailing in other countries.

Risks Relating to Our Business

Our results of operations are significantly affected by the ability of our borrowers to repay their loans and the adequacy of our allowance for possible losses.

Lending money is an essential part of the banking business. Borrowers do not always repay their loans. The risk of non-payment is affected by credit risks of a particular borrower, changes in economic and industry conditions, the duration of the loan and, in the case of a secured loan, uncertainties as to the future value of the collateral. According to the Regulations Governing the Procedures for Banks to Evaluate Assets and Deal with Nonperforming Loans/Nonaccrual Loans, or the NPL Regulations, banks are required to classify their loans into five different categories: Normal, Special Mention, Substandard, Doubtful and Loss. See “Regulation of the ROC Banking Industry—Asset Quality and Lending Requirements—Asset Quality”. As of September 30, 2013, 0.36% of our gross loans were classified as Nonperforming Loans, or NPLs, which means loans with respect to which the principal or interest has been overdue for three months or more from the payment date, or has not yet been overdue for more than three months but with regard to which the bank has sought payment from primary or subordinate debtors or has disposed of relevant collateral. As of the same date, 1.93% of our gross loans were non-Normal loans. See “Description of Assets and Liabilities—Asset Quality—Non-performing loans” for more information relating to NPLs.

Generally, commercial real estate and construction loans, loans to LCD panel and DRAM manufacturers as well as credit card revolving balances and other unsecured personal loans present a greater risk of non-payment by a borrower than other types of loans. Our significant exposure to these loans may make us more susceptible to the risk of non-payment than certain other banks in Taiwan.

Despite that we have made allowance for possible loan and other credit losses based on regulatory requirement, we cannot assure you that such allowance is or will be sufficient to absorb actual losses. An increase in our NPLs, or in provisions for possible losses, would have a material adverse effect on our financial condition, results of operations and total capital adequacy ratio.

If we do not succeed in competing in highly competitive markets, our results of operations may be adversely affected and we may cease to remain independent.

The financial services industry in Taiwan is highly fragmented and competitive. As of November 30, 2013, there were 55 banking institutions in Taiwan. We compete principally with other commercial banks in Taiwan as well as government-owned banks, specialized banks, and branches of foreign banks operating in Taiwan. Historically, the banking industry was largely dominated by government-owned banks. Beginning in 1988, the ROC government initiated a deregulation and privatization program, and from 1990 to 1992, granted 16 new banking licenses to encourage competition in the private sector. Since then, the new banks have gained market share at the expense of government-owned banks. We also compete with branches of foreign banks. As of September 30, 2013, the five largest banks in Taiwan accounted for more than 36% of Taiwan’s bank deposits. If we are unable to compete successfully, our results of operations and financial condition would be materially and adversely affected. In addition, due to the highly competitive and fragmented markets in which we compete, there has been, and will continue to be, a trend of consolidation in Taiwan’s financial services industry. There can be no assurances that we will not be the target of merger and acquisition activities or that we will be able to remain independent.

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Interest rate volatility could significantly affect our financial condition and results of operations.

A significant portion of our assets consists of, and a significant portion of our revenue is derived from, assets that are subject to interest rate risk. Our profitability depends to a large extent on our net interest income. Changes in interest rates, changes in the relationship between short-term and long-term interest rates, and changes in the relationship between different interest rate indices can affect the interest rates we charge on interest-earning assets or the interest rates we pay on interest-bearing liabilities.

Loan prepayments generally accelerate as interest rates fall. Prepayments in a declining interest rate environment will reduce our net interest income and adversely affect our earnings because the income we receive on our reinvested funds would generally be less.

We may be adversely affected by future regulatory changes or governmental policy developments, including those relating to the asset quality problems faced by banks in Taiwan.

We operate in a highly regulated industry. Our principal business activities are regulated by various ROC governmental agencies, including the CBC and the FSC, as well as numerous other governmental agencies. Compliance with all of the regulations by our businesses will continue to place a burden on our activities. In addition, these regulations may change from time to time and we cannot assure you that future legislative or regulatory changes, including deregulation, will not materially and adversely affect our businesses, financial performance and other results. Failure to comply with any of the myriad laws, rules and regulations to which we are subject could result in fines, suspension or expulsion, which could have a material adverse effect upon us. Additionally, deregulation could subject us to increased competitive pressures, which may have a material adverse effect upon us.

Certain of the regulations to which we are currently subject are described in the section entitled “Regulation of the ROC Banking Industry”. Compliance with all of the regulations that apply to us places limitations on our activities. In addition, we cannot assure you that future legislative or regulatory changes, including deregulation, will not have a material adverse effect on our results of operations. Failure to comply with any of the laws and regulations to which we are subject could result in fines, suspension or expulsion, which could have a material adverse effect upon us. Additionally, deregulation could subject us to increased competitive pressures, which could have a material adverse effect upon us.

Our financial condition may be adversely affected if we are unable to attract sufficient deposits to fund our anticipated loan growth and to grow our business.

Most of our funding requirements are met through short-term funding sources, primarily in the form of deposits of customers. As of September 30, 2013, 80.12% of our deposits and remittances had current maturities of less than one year or were payable on demand. In the past, a substantial portion of these deposits has been rolled over upon maturity and has been, over time, a stable source of funding for us. No assurance can be given, however, that this practice will continue. If we are unable to attract and maintain a level of deposits sufficient to fund our anticipated loan growth, we would need to raise additional funding from more expensive sources. No assurance can be given that we will succeed in obtaining these deposits on favorable terms, or at all. In addition, we have to compete for deposits with 39 other domestic banks and 24 credit cooperatives in the Taiwan market. No assurance can be given that in this highly competitive environment we will be able to grow our business at the same rate we have maintained in the past.

The trading positions we take as part of our proprietary trading activities may adversely affect our financial condition and results of operations.

In managing our treasury and investment operations, we engage in proprietary trading, mainly through maintaining positions in the fixed income, foreign exchange and equity markets. These assets are subject to the

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normal risks associated with proprietary investing activities, including the risk that a change in the level of one or more of market prices, rates, indices, volatilities, correlations, liquidity or other market factors will result in losses for a specific position or portfolio.

In 2011, 2012 and the nine months ended September 30, 2013, we realized net gains of approximately NT$322.7 million, NT$1,281.8 million and NT$1,957.2 million, respectively, in connection with our proprietary trading activities. No assurance can be given that our trading activities will continue to generate gains, or that those trading activities will not result in significant losses that materially adversely affect our financial condition and results of operations.

The concentrated positions in our loan portfolio may expose us to large losses.

As of September 30, 2013, our ten largest credit exposures to group customers (excluding governmental borrowers) totaled approximately NT$26.1 billion, representing 93% of our net worth as of that date. In addition, our largest group of non-governmental borrower as of September 30, 2013 accounted for credit exposure of approximately NT$5.3 billion, representing 19% of our total net worth as of that date. While our loan exposure is not concentrated in any particular industry or borrower, there can be no assurance that the concentration of our loan exposure will not increase in the future. Concentration of risk in particular industries and borrowers may increase the losses that we incur in our lending businesses. If loans to large borrowers become non-performing, the quality of our loan portfolio may be adversely affected.

A decline in the real estate market may result in losses or decreased profitability and may significantly affect our asset quality.

Declines in real estate values could have an adverse effect on our results of operations. In a declining real estate market, we may experience a higher loan delinquency rate and higher NPL ratios. The real property securing NPLs may also decrease in value, and as a result, we may not be able to recover the full amount of the loans extended.

In addition, the FSC adopts a more stringent approach in monitoring loans extended to borrowers in connection with real estate purchases, requiring any loan extended to purchase non-residential use to apply 100% risk weight of financial products. In particular, since June 2010, the FSC has imposed several new measures aimed to tighten credit extended to real estate developers and construction companies. Such measures include increasing the level of provision for the loan guaranteed by real estate not purchased for residential purpose. Furthermore, in order to deter the overheated housing market, the ROC government has implemented a series of measures since 2011 which have resulted in the decline in transaction volumes and housing prices of residential real estate. The weakened housing market has negatively impacted our mortgage business and also caused the decline in real property values, which may increase the risk of default with respect to our construction and real estate loans or loans secured by real estate. If government initiatives to lower house prices continue or are further implemented, the profitability of our mortgage business may deteriorate.

We may experience a decline in collateral values or may be unable to realize collateral value.

A substantial portion of our secured loans are secured by real estate, machinery and equipment, the values of which may fluctuate or decline due to factors beyond our control. While our general policy with respect to our secured lending has been to lend between 70% and 80% of the market or appraised value of the collateral, downturns in the Taiwan real estate market may result in periodic declines in the value of collateral securing a number of loans to levels below the outstanding principal balance of the loans which the collateral secures. We regularly and vigorously assess the value of collateral, security and guarantees and in certain instances request borrowers to provide additional collateral or to make loan repayments. We have also maintained a conservative loan-to-value ratio for mortgage loan products and implemented a stringent internal appraisal process for collateral. Despite these measures, portions of our outstanding secured loans may be under-collateralized at any given time. A future decline in the value of the collateral or our inability to obtain additional collateral in that situation may require us to make additional provision for possible losses.

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In Taiwan, foreclosure on collateral generally requires a written petition to a court. Foreclosure procedures may be subject to lengthy delays and administrative requirements that may result in lower levels of recovery on collateral compared to its market value. In addition, other factors such as fraudulent transfers by borrowers may hinder our ability to recover on collateral. Accordingly, there can be no assurance that we will be able to realize the full value of our collateral.

Our commercial banking operations are subject to delinquencies in credit card receivables and credit card fraud.

As of September 30, 2013, we had a total of 0.9 million active credit cards, and credit card receivables accounted for approximately 69.97% of our total receivables outstanding. In recent years, consumer debts have increased in Taiwan and may result in increases in the delinquency amount. While we reduced the 90-day delinquency rate of credit card receivables from 0.48% to 0.40%, from 2010 to 2012, there can be no assurance that the delinquency amount will not increase in the future. As of September 30, 2013, we had an aggregate 90-day delinquency rate of 0.29% for credit card receivables.

Any widespread occurrence of credit card fraud may have a material and adverse effect on our commercial banking operations. Banks in Taiwan have encountered an increase in the occurrence of credit card fraud as a result of certain organized criminal activities involving credit card forgery. We have not experienced any significant losses to credit card fraud in the past three years. Although we have implemented antifraud measures which we believe to be effective, we cannot assure you that these measures will continue to be effective in the prevention of future credit card forgery.

We may not succeed in establishing any future strategic alliances or completing any future acquisitions.

As part of our corporate strategy, we intend to carefully consider potential strategic alliances or acquisitions that would expand the size of our operations and supplement the range of products and services that we make available to our customers. Our ability to grow by strategic alliances or acquisitions is dependent upon, and may be limited by, the availability of suitable candidates, our ability to negotiate acceptable terms and our assessment of the characteristics of potential strategic partners or acquisition targets such as financial condition and results of operations, attractiveness of products and services, suitability of distribution channels and management ability.

Completion of potential acquisitions is subject to a number of uncertainties, including access to capital, restrictions contained in our debt instruments and uncertainties of the ROC laws and regulations relating to mergers and acquisitions. As a result, any proposed acquisition by us or our subsidiaries may be delayed or disapproved. See “Regulation of the ROC Banking Industry”. In addition, our strategy to pursue strategic alliances to broaden our customer base and expand into overseas markets, particularly in the PRC, may be subject to certain obstacles as a result of Taiwan’s unique position in international relations. See “—Risks Relating to ROC—Our business may be adversely affected by political risks associated with doing business in ROC”.

Strategic alliances and acquisitions involve risks that could have a material adverse effect on our results of operations, including difficulties in integrating operations and personnel, problems in implementing the business objectives of a strategic alliance and diversion of management attention from the operation of the existing businesses. We cannot assure you that we will be able to identify suitable strategic alliance or acquisition candidates or complete the strategic alliances or acquisitions on satisfactory terms.

We may be required to raise additional capital to maintain our capital adequacy ratio or for other reasons, which we may not be able to do on favorable terms or at all.

Under the ROC Banking Law and the Capital Regulations, all banks in Taiwan are currently required to maintain a capital adequacy ratio of at least 8%. In order to strengthen the financial structure of banks, the Capital Regulations were further amended on November 26, 2012 to serve as a guideline for banks to strengthen

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their capital adequacy to comply with Basel III requirements. A bank is “under-capitalized” when its capital adequacy ratio is at least 6% but below 8%, “substantially under-capitalized” when at least 2% but below 6%, and “critically under-capitalized” when under 2%. The FSC will take different correction measures based on the level of capital adequacy ratio. If the bank is “critically under-capitalized,” the FSC must take over the bank. If we are graded “under-capitalized”, “substantially under-capitalized” or “critically under-capitalized”, or if we are down-graded below adequately capitalized due to distribution of profits in cash or repurchase of our shares, we are not allowed to either distribute profits in cash or repurchase our Shares, or to make payment other than remunerations to our responsible persons. Violation of such restrictions, or failure to comply with the FSC’s correction measures may result in a fine of between NT$2 million and NT$10 million. The FSC may also impose, among others, additional fines on a daily basis, remove the responsible persons of the bank, or revoke its banking license, depending on the seriousness of the violation.

As of September 30, 2013, our standalone capital adequacy ratio was 10.16%. If our capital adequacy ratio deteriorates significantly, we may be required to obtain additional Tier I or Tier II capital in order to remain in compliance with the applicable capital adequacy requirements. We may not be able to obtain additional capital on favorable terms, or at all. Our ability to obtain additional capital at any time may be constrained to the extent that banks or other financial institutions in Taiwan or from other Asian countries are seeking to raise capital at the same time.

The Far Eastern Group may have potential conflicts of interest.

We are part of the Far Eastern Group, a diversified conglomerate based in Taiwan that has interests in the financial services, petrochemicals, cement production, manufacturing, retailing, shipping, transportation, telecommunications, investment and real estate businesses. We engage in a variety of transactions with other members of the Far Eastern Group on an ongoing basis. Our policy and the ROC Banking Law provide that transactions with related parties will be conducted on terms at least as favorable to us as we could obtain in a comparable arm’s-length transaction with a person who is not a related party. We may enter into additional transactions with our related parties in the future. We cannot assure you as to the terms of those transactions. See “Transactions with Related Parties” and “Regulation of the ROC Banking Industry—Financial Requirements— Restrictions on credit exposure to related parties”.

The Hsu family may have a significant voice in decisions affecting us.

The vice chairman of our board of directors, Mr. Douglas Tong Hsu, and members of his immediately family exert significant influence over a significant portion of our outstanding Shares. As long as Mr. Hsu and his immediate family continue to have influence over a significant portion of our Shares, they will continue to have significant influence over:

  • the composition of our board of directors;

  • merger or other business combinations;

  • material acquisitions or dispositions of assets;

  • future issuances of Shares or other securities;

  • payment of dividends on Shares; and

  • significant amendments to our Articles of Incorporation.

The interests of the Hsu family in voting on matters may be different from your interests should you become our shareholder.

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The Hsu family’s influence over our outstanding Shares could deter third parties from seeking to acquire control over us.

The influence over a significant portion of our Shares by the vice chairman of our board of directors, Mr. Douglas Tong Hsu, and members of his immediate family may have the effect of discouraging a third party from initiating a takeover bid for our Shares or otherwise attempting to gain control of us, including discouraging some transactions that may be economically beneficial to us and our shareholders.

Our business depends substantially on the continuing efforts of our executive directors, senior management, key personnel, and our ability to maintain a skilled labor force.

We are dependent on our respective board of directors and senior management for our daily business operations and for formulating and implementing our business strategies and future plans. Our success is, to a large extent, attributable to the experience, expertise and managerial skills of our board of directors and senior management. If one or more of our executive directors or senior management were unable or unwilling to continue in their present positions, we may be unable to identify and recruit suitable replacements in a timely manner, or at all. In addition, if any member of our senior management were to join a competitor or form a competing company, we may lose some of our know-how and customers. There is no assurance that any of our senior management members will not discontinue their service for whatever reason in the future.

Furthermore, recruiting and retaining capable personnel are vital to maintaining the quality of our services. We need to recruit personnel with relevant experience to maintain and strengthen our internal control systems and procedures. We may also need to employ and retain more management personnel to support our expansion in the future. We cannot assure you that we will be able to attract or retain qualified personnel. If we are unable to attract and retain qualified employees, key personnel and senior management, our business, financial condition and results of operations may be materially and adversely affected.

Decisions made by senior management with respect to related party transactions may not be considered by shareholders to be in their best interests.

We have engaged from time to time in a variety of transactions with related parties. Our policy and the ROC Banking Law provide that transactions with related parties will be conducted on terms at least as favorable to us as we could obtain in a comparable arm’s-length transaction with an unrelated party. We believe that all transactions we have entered into with related parties have benefited us. We may enter into additional transactions with related parties in the future. No assurance can be given as to the terms of those transactions or that all of our transactions will benefit us or be in the best interests of our shareholders. See “Transactions with Related Parties.”

Credit risk exposes us to losses caused by financial problems or other difficulties experienced by third parties.

We are exposed to the risk that third parties that owe us money, securities or other assets will not perform their obligations. These parties include our trading counterparties, customers, clearing agents, exchanges, clearing houses and other financial intermediaries, as well as issuers whose securities we hold. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise from arrangements including holding securities of third parties; entering into swap or other derivative contracts under which counterparties have long-term obligations to make payments to us; executing securities, futures, currency or commodity trades that fail to settle at the required time due to non-delivery by the counterparty or system failures by clearing agents, exchanges, clearing houses or other financial intermediaries; and extending credit to our customers through guarantees, acceptances, letters of credit or other arrangements. No assurance can be given that these arrangements will not have a material adverse effect on our financial condition or results of operations.

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We may be subject to a downgrade in our credit rating which could limit our ability to market products, increase our borrowing costs or hurt our relationships with creditors or trading counterparties.

Currently, we have a foreign currency long-term credit rating of “BBB-” from Fitch Ratings Limited. Our credit rating, which is intended to measure our ability to meet our debt obligations, is an important factor affecting public confidence in most of our products and, as a result, our competitiveness. The interest rates on our borrowings are largely dependent on our credit rating. Currently, our credit rating has remained stable; however, we have a “negative” outlook, and we cannot assure you that our credit rating will not be subject to any downgrade in the future. A downgrade of our credit rating would likely increase our cost of borrowing and adversely affect our results of operations. Downgrading of our credit rating could also limit our ability to raise capital or conduct certain businesses.

Our businesses rely on data processing systems, the failure of which could materially affect these businesses.

All of our principal businesses are highly dependent on the ability to timely process a large number of financial transactions across numerous and diverse markets and products, at a time when transaction processes have become increasingly complex and are increasing in volume. The proper functioning of financial control, accounting or other data processing systems is critical to our businesses and to our ability to compete effectively. Although we have backup data centers that could be used in the event of catastrophe or failure of the primary systems, in the event of a partial or complete failure of any of these primary systems, significant portions of our businesses could be materially adversely affected, our reputation could suffer and our financial and other results could be materially and adversely affected.

In addition, we face the risk of human errors in connection with the data processing system, including inputting the wrong data in our system or inputting the data under a wrong entry. For example, in February 2011, our employee mistakenly input four transactions under a wrong entry, and consequently our system failed to report these transactions as required by the anti-money-laundering regulations. As a result, we were fined for NT$200,000 for non-compliance with the reporting requirement. While we have improved the system to prevent human errors, there can be no assurance that our employees will not make any mistake that would result in violations of laws in the future.

Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risks, which could negatively affect our businesses or result in losses.

While our risk management policy is in strict compliance with the current ROC laws and regulations, our hedging strategies and other risk management techniques may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some methods of managing risk are based upon observed historical market behavior. As a result, these methods may not predict future risk exposures, which could be significantly greater than the historical measures indicated. Other risk management methods depend upon an evaluation of information regarding markets, clients or other matters. This information may not in all cases be accurate, complete, up-to-date or properly evaluated. Management of operational, legal or regulatory risk requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. Although we have instituted these policies and procedures, they may not be fully effective. Meanwhile, our business, as well as the whole financial industry, is subject to certain systematic risks that are beyond our control. There can be no assurance that such systematic risks will not occur and therefore negatively affect our businesses or result in losses.

In addition, our risk management techniques may be subject to greater risks than financial institutions in other countries as a result of the fact that the Taiwan financial markets lack some of the financial products that are available in certain other markets for use in risk management. As a result, active balance sheet management is

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more difficult for us. In some instances, we can only change our pricing strategy and reshape our portfolio gradually in response to market conditions. If this lack of advanced risk management financial products in the Taiwan financial markets hinders our ability to react quickly to market conditions and manage our risks, our results of operations may be adversely affected.

Employee misconduct is difficult to detect and deter and could harm our business, results of operations or financial condition.

Employee misconduct could result in violations of law by us, regulatory sanctions and/or serious reputational or financial harm. Employee misconduct could include binding us to a transaction that exceeds authorized limits, hiding unauthorized or unsuccessful activities resulting in unknown and unmanaged risks or losses, improperly using or disclosing confidential information, recommending transactions that are not suitable, engaging in fraudulent or otherwise improper or illegal activity, engaging in unauthorized or excessive trading to the detriment of customers or ourselves, and/or otherwise not complying with laws, regulatory requirements or our control procedures.

We face risks related to health epidemics and other outbreaks of contagious diseases, such as swine flu, avian flu and SARS, which may have an adverse effect on the economies and financial markets of Taiwan and may adversely impact our operations and financial results.

Our business could be adversely affected by the effects of swine flu, avian flu, SARS or another epidemic or outbreak. Beginning in 2013, there were reports of outbreaks of highly pathogenic avian flu, caused by the H7N9 virus, in various parts of the PRC. An outbreak of swine or avian flu in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, particularly in Asia. Additionally, any recurrence of SARS, a highly contagious form of atypical pneumonia, similar to the occurrence in 2003 which affected China, Hong Kong, Taiwan, Singapore, Vietnam and certain other countries, would also have similar adverse effects. These outbreaks of contagious diseases, and other adverse public health developments in Taiwan and other areas where we operate, would have a material adverse effect on our business operations. These could include temporary closure of our facilities. Such closures would severely disrupt our business operations and adversely affect our financial condition and results of operations.

We have broad discretion over the use of the proceeds of this offering.

Consistent with our application to the FSC, we intend to use the proceeds of this offering to strengthen our capital structure. Accordingly, subject to approval by our board of directors and regulatory authorities, we will have broad discretion over the use of the proceeds of this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Moreover, you will not have the opportunity to evaluate the economic, financial or other information on which we base future decisions on how to use the proceeds of this offering. As a result, you may not agree with the actual use of the proceeds of this offering.

Changes in the PRC economic, political and social conditions, as well as government policies, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our growth plans include the expansion of our businesses in the PRC. Such plans are significantly exposed to economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

  • the level of government involvement;

  • the level of development;

  • the growth rate;

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  • the control of foreign exchange; and

  • the allocation of resources.

While the Chinese economy has grown significantly in the past 20 years, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be materially and adversely affected by government control over banking and other financial institutions, investments in the PRC by ROC companies or changes in tax regulations that are applicable to our operations in China.

In addition, we cannot assure you that the Chinese economy will continue to grow, or that if there is growth, such growth will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on our expansion plans. For example, due in part to the impact of the global crisis in financial services and credit markets and other factors, the growth rate of China’s gross domestic product decreased to 7.9% in the second quarter of 2009, from 11.9% reached in the second quarter of 2007. As a result, beginning in September 2008, among other measures, the PRC government began to loosen macroeconomic measures and monetary policies by reducing interest rates and decreasing the statutory reserve rates for banks. In addition, in November 2008 the PRC government announced an economic stimulus package in the amount of US$586 billion. From the second half of 2009 to October 2011, the PRC government implemented a number of macroeconomic measures and moderately tight monetary policies to curb inflation in China. For example, People’s Bank of China lowered the required bank deposits reserve ratio by 0.5 percentage points on December 5, 2011 and further lowered the required bank deposits reserve ratio twice by 0.5 percentage points each time on February 24, 2012 and May 18, 2012. We cannot assure you that the various macroeconomic measures, monetary policies and economic stimulus package adopted by the PRC government to guide economic growth and the allocation of resources will be effective in sustaining the fast growth rate of the Chinese economy.

The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in the PRC is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our expansion plans. The PRC government also exercises significant control over Chinese economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Our investments in the PRC and the financial products and services we plan to provide in the PRC are highly regulated by both ROC and PRC governmental authorities. There can be no assurance that we will be able to obtain the necessary regulatory approvals to make additional investments or otherwise implement our expansion plans in the PRC. In addition, there are currency exchange risks associated with doing business in the PRC. Although PRC governmental policies were introduced in 1996 to allow greater convertibility of the RMB, the currency of the PRC, significant restrictions, including those relating to the repatriation of foreign currency denominated investments, still remain. No assurances can be made that the PRC regulatory authorities will not impose greater restrictions on the convertibility of the Renminbi.

Furthermore, our ability to expand into the PRC is subject to the political conditions between Taiwan and China. Ties between Taiwan and the PRC have improved rapidly since Taiwan President Ma Ying-jeou took office in May 2008, pledging to set aside longstanding political disputes and enhance exchanges. However, there can be no assurance that political conditions between Taiwan and the PRC will not deteriorate and that we will not be restricted or prohibited from implementing our expansion plans in the PRC.

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Any adverse change in the economic, political or legal conditions or government policies in the PRC could have a material adverse effect on the overall economic growth, which consequently have a material and adverse effect on our expansion plans in the PRC.

Changes in the ROC tax law could make some of our products less attractive to consumers and the amendment of the ROC Income Tax Act may affect our tax exemptions.

Changes in the ROC tax law could make some of our products less attractive to consumers. For example, changes in personal income tax and estate and gift tax law in Taiwan may reduce the attractiveness of certain of our insurance products, hinder its sales and result in the increased surrender of these products.

Moreover, according to the amendments to the ROC Income Tax Act, effective on January 1, 2013, capital gain of individuals from certain securities transactions exceeding certain threshold will be subject to income tax. Although we cannot assess the overall effect of such amendment to the ROC Income Tax Act, the levy of the securities capital gain tax may have a negative impact on the ROC securities market and thus we may experience reduced profitability or losses. We cannot predict the overall effect on the sales of our products of any tax law changes. According to the amendment of the ROC Income Tax Act, which was promulgated on May 27, 2009 and became effective as of January 1, 2010, enterprise income tax rate has been reduced from 25% to 20%. In addition, in accordance with the amendment to the ROC Income Tax Act, effective on June 15, 2010, the applicable income tax rate of the Company has been further reduced to 17% since 2010. We have recalculated deferred tax assets and liabilities according to the amendment and recorded the resulting differences as an one-off income tax expense in 2009. Such change may affect the tax benefits we enjoy on our deferred income tax assets. While we are unable to determine the future impact of the new enterprise income tax rate on our business operations, as such impact depends on our future financial condition, any such impact may be adverse to our financial condition.

We are subject to heightened consumer protection requirements under the new Financial Consumer Protection Act.

According to the newly enacted ROC Financial Consumer Protection Act, which became effective on December 30, 2011, financial service providers, such as banks, securities firms, futures brokerage firms and insurance companies (collectively, the “Financial Service Providers”), are subject to a set of heightened consumer protection requirements. The Act aims to strengthen the protection of, and provide an alternative dispute resolution to, consumers of financial products and services (excluding any professional institutional investor and any individual or legal entity with certain financial or professional ability). Under the ROC Financial Consumer Protection Act, before a Financial Service Provider enters into any agreements with consumers in connection with financial products or services, such Financial Service Provider is required to explain all the material content of the relevant financial product, service and agreement to the consumers and fully disclose any potential risks thereof. In addition, it prohibits a Financial Service Provider from providing financial products or services to any consumer without first conducting a risk tolerance evaluation. Furthermore, pursuant to the ROC Financial Consumer Protection Act and regulations promulgated thereunder, the Financial Ombudsman Institution (the “FOI”) was established to provide an alternative dispute resolution mechanism to consumers of financial products or services. We are subject to these heightened requirements under the ROC Financial Consumer Protection Act and thus will incur additional compliance costs. If we fails to comply with any of these requirements and a customer lodges a complaint with the FOI, the FOI may find the subsidiary liable for the damages and/or compensations incurred by the customer, which could have an adverse effect on us.

The Personal Data Protection Law could adversely affect our ability to collect and use personal data of our consumers and potentially subject us to liability for the collection and use of such data without proper authorization.

According to the Personal Data Protection Law, which became effective on October 1, 2012, unless otherwise permitted by the law, we generally may not, directly or indirectly, collect any personal data of any

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existing or potential customers without their written consent. We are generally required under the Personal Data Protection Law to inform such customers of their rights and the methods of exercising such rights. Pursuant to the Personal Data Protection Law, any use of any collected personal data is prohibited unless, among other things, (i) the use of personal data is permitted by relevant laws or regulations, (ii) the use of personal data is based on a contractual agreement or quasi-contractual agreement entered into by the data owner, (iii) personal data has been public, (iv) prior written consent by the data owner is obtained, (v) the use of personal data is in relation to public interest or (vi) the personal data is collected from a publicly available source. Our subsidiaries and ourselves have incurred costs to comply with the Personal Data Protection Law after it was enacted. Moreover, failure to comply with the requirements under the Personal Data Protection Law could result in administrative and/or criminal fines, which could have an adverse effect on us.

Risks Relating to ROC

Economic developments in Taiwan have a significant Impact on our business.

Substantially all of our assets are located in Taiwan, and substantially all of our revenue is derived from our operations in Taiwan. Accordingly, our financial condition and results of operations and the market price of our Shares may be affected by changes in ROC governmental policies, taxation, inflation, interest rates, currency exchange rates, social instability and other political, economic, diplomatic or social developments in or affecting Taiwan that are not within our control. In particular, the economic and political environment in Taiwan is significantly affected by the global economic and political environment. For example, in late 2008 and 2009, Taiwan, along with the rest of the world, experienced a severe financial and economic downturn from which it has yet to fully recover. Although Taiwan appears to have recovered from the 2008 financial crisis in certain respects, there can be no assurance that Taiwan’s economy will achieve full recovery or be immune in the future to conditions similar to those prevalent during the financial crisis, or that those conditions, should they recur, will not adversely affect our financial condition or results of operations.

In addition, a significant fluctuation of the NT dollar versus other currencies could have a material adverse effect on the performance of Taiwan’s economy and industries, including the financial services industry. As a result, there can be no assurance that any significant fluctuation in the value of the NT dollar would not have a material adverse effect on our financial condition or results of operations.

The value of the GDSs and the Shares may be adversely affected by the volatility of the ROC securities market.

The ROC securities market is smaller and more volatile than the securities markets in the United States and in certain European and other countries. The TWSE and the GreTai Securities Market have experienced substantial fluctuations in the prices and trading volumes of listed securities, and subject to limited exceptions, there are currently limits on the range of daily price movements on the TWSE and the GreTai Securities Market. From time to time, the ROC government, through certain funds, has intervened in the Taiwan stock market during periods of extreme volatility. In the past decade, the TWSE Index peaked at 10,393.59 in February 2000, and reached a low of 3,411.68 in September 2001. In 2013, the TWSE Weighted Index reached a low of 7,616.64 on January 17, 2013 and peaked at 8,623.43 on December 30, 2013. On January 23, 2014, the TWSE Index closed at 8,595.10. In addition, the TWSE and the GreTai Securities Market have experienced problems such as market manipulation, insider trading and payment defaults. The recurrence of these or similar problems could adversely affect the market price and liquidity of the securities of the ROC companies, including our Shares. See “Appendix A: The Securities Markets of the ROC”. On July 25, 2012, the ROC Legislative Yuan approved the amendment to the ROC Income Tax Act, according to which capital gain of certain persons from securities transactions exceeding certain thresholds will be subject to income tax. It is anticipated that the levy of the securities capital gain tax will have a negative impact on the ROC securities market.

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Our business may be adversely affected by political risks associated with doing business in the ROC.

The ROC has a unique international political status. The PRC asserts sovereignty over Taiwan. The government of the PRC does not recognize the legitimacy of the ROC government. Although significant economic and cultural relations have been established in the past decade between the ROC and the PRC, the PRC has refused to renounce the possibility that it may at some point use force to gain control over Taiwan. Although in recent years, relations between the ROC and the PRC have improved, certain past developments in relations between the ROC and the PRC have had, from time to time, an adverse effect on the value of the TWSE Index. These relations may also affect our results of operations and the market price and liquidity of our Shares.

We intend to expand our banking business in the greater China region by providing financial services to clients in Hong Kong and the PRC as well as Taiwan. However, our ability to find a suitable acquisition candidate or strategic alliance partner and do business may be limited by the unique political status of the ROC. In addition, ROC banks are strictly regulated by the authorities in Taiwan and PRC as well to make investments or do business in the PRC. We do not know when or if such laws and policies governing banks’ investment and business in the PRC will be amended, and we cannot assure you that any such amendments will permit us to make an investment or do business that we consider beneficial to us in the PRC. As a result, our growth prospects may be adversely affected if we are limited in our ability to find a strategic partner or do business in the PRC due to the political situation between the ROC and the PRC.

Our principal customers in Taiwan are vulnerable to a variety of natural disasters.

Taiwan is susceptible to earthquakes, typhoons, water shortages and other types of natural disasters which could directly or indirectly affect our business adversely. In the past three years, natural disasters have caused significant property damage and loss of lives in Taiwan. Although we did not suffer significant losses due to recent natural disasters, a major earthquake or other natural disasters could severely disrupt the business operations of our customers in Taiwan as well as ourselves. In addition, since a substantial portion of our loans are secured by real estate located in Taipei, a major earthquake or the occurrence of other natural disasters in the Taipei metropolitan area could impair the value of the collateral and thereby negatively affect our financial condition and results of operations even if our operations are not directly affected.

Financial reporting requirements and accounting standards in the ROC differ from those of other countries, which may be material to investors’ assessment of our results, prospects, financial condition and results of operations.

We are subject to financial reporting requirements in the ROC that differ in significant respects from those applicable to companies in certain other countries including the United States. We have historically presented our financial statements, including our financial statements for the year ended December 31, 2012, in accordance with ROC GAAP, which differ in certain material respects from U.S. GAAP. Effective from January 1, 2013, companies listed on the TWSE, including us, must report their financial statements under Taiwan-IFRSs pursuant to the requirements of the Framework for Adoption of International Financial Reporting Standards by Companies in the ROC promulgated by the FSC on May 14, 2009. Accordingly, we have adopted Taiwan-IFRSs for reporting in the ROC our annual financial statements beginning in 2013 and our interim quarterly unaudited earnings releases beginning in the first quarter of 2013. Taiwan-IFRSs differs from International Financial Reporting Standards, or IFRSs in certain significant respects, including to the extent that any new or amended standards or interpretations applicable under IFRSs may not be timely endorsed by the FSC.

Potential investors should consult their own professional advisers for an understanding of such differences and how they might affect the financial information contained herein. See “Summary of Certain Differences between ROC GAAP and IFRSs”.

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Risks Relating to the GDSs and the Shares

The value of a GDS holder’s investment may be reduced by possible future sales of GDSs or Shares by us or our shareholders.

As of the date of this offering memorandum, we had 2,362,118,264 Shares issued and outstanding. While we are not aware of any other plans by any major shareholders to dispose of significant numbers of Shares, we cannot assure you that one or more existing shareholders will not dispose of significant numbers of Shares or GDSs. We cannot predict the effect, if any, that future sales of GDSs or Shares, or the availability of GDSs or Shares for future sale, will have on the market price of GDSs or Shares prevailing from time to time. Sales of substantial amounts of GDSs or Shares in the public market, or the perception that such sales may occur, could depress the prevailing market prices of our GDSs or Shares.

Restrictions on the ability to deposit our Shares into our global depositary receipt facilities may adversely affect the liquidity and price of the GDSs.

The ability to deposit the Shares into our global depositary receipt facilities is restricted by ROC law. As a result, the prevailing market price of the GDSs may differ from the prevailing market price of our Shares on the TWSE. Under current ROC law and the Deposit Agreements, no person or entity, including the holders of GDSs and us, may deposit our Shares in our global depositary receipt facilities without specific approval of the FSC unless:

  • (1) we pay stock dividends on, or make a free distribution of, our Shares;

  • (2) the GDS holder exercises pre-emptive rights in the event of capital increases for cash; or

  • (3) investors purchase our Shares, directly or through the Depositary, on the TWSE, and deliver our Shares to the Custodian for deposit into our global depositary receipt facility, or our existing shareholders deliver our Shares to the Custodian for deposit into our global depositary receipt facility; or

  • (4) upon exchange of Rule 144A GDSs for Regulation S GDSs and vice versa.

With respect to (3) above, the Depositary may deliver GDSs against the deposit of those shares only if the total number of GDSs outstanding following the deposit will not exceed the number of GDSs previously approved by the FSC, plus any GDSs issued pursuant to the events described in items (1) and (2) above. Issuance of additional GDSs under item (3) above will be permitted to the extent that previously GDSs have been cancelled.

A holder of GDSs or its designee requesting the withdrawal of the Shares represented by the GDSs may be required to provide certain information to us, and failure to provide such information may result in a delay of the withdrawal.

A holder of GDSs or its designee requesting the withdrawal of the Shares represented by the GDSs may be required to provide certain information to us, including the name and nationality of the person to be registered as the shareholder and the number of the Shares to be acquired by such person and the number of Shares acquired by such person in the past through the date of the withdrawal of the Shares underlying the GDSs. Under applicable ROC laws, we are required to report to the FSC if the person to be registered as a shareholder (1) is a “related party” of ours as defined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers or (2) will hold, immediately following such withdrawal, more than 10% of the Shares represented by GDSs. Failure to provide such information may cause the delay of such withdrawal of the Shares represented by the GDSs.

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Changes in exchange controls that restrict a GDS holder’s ability to convert proceeds received from ownership of GDSs may have an adverse effect on the value of the holder’s investment.

The imposition of foreign exchange controls may undermine a GDS holder’s ability to convert proceeds received from the holder’s ownership of GDSs. Under current ROC law, the Depositary, without obtaining further approval from the CBC or any other governmental authority or agency of the ROC, may convert NT dollars into other currencies, including U.S. dollars, for:

  • the proceeds of the sale of Shares represented by GDSs or the proceeds of the sale of Shares received as stock dividends which have been deposited into the global depositary receipt facilities; and

  • any cash dividends or distributions received on the Shares.

In addition, the Depositary may also convert into NT dollars incoming payments for purchases of Shares for deposit in the global depositary receipt facilities against the issuance of additional GDSs. The Depositary is required to obtain foreign exchange approval from the CBC on a payment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights for new Shares. Although it is expected that CBC will grant this approval as a routine matter, we cannot assure you that in the future any approval will be obtained in a timely manner, or at all.

Under current ROC law, a GDS holder, after becoming a holder of Shares upon presentation of GDSs to the Depositary for cancellation and withdrawal of the deposited securities, without obtaining further approval from CBC, may convert from NT dollars into other currencies, including U.S. dollars, for:

  • the proceeds of the sale of any underlying Shares withdrawn from the global depositary receipt facilities or the proceeds of the sale of any Shares received as stock dividends; and

  • any cash dividends or distributions received.

However, such holder may be required to obtain foreign exchange approval from CBC on a payment-bypayment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights for new Shares. In addition, under the ROC Foreign Exchange Control Law, the Executive Yuan of the ROC government may, without prior notice but subject to subsequent legislative approval, impose foreign exchange controls for certain periods of time in the event of, among other things, a material change in international economic conditions. We cannot assure you that foreign exchange controls or other restrictions will not be introduced in the future.

Fluctuations in the exchange rate between the NT dollar and the US dollar may have a material adverse effect on the value of the GDSs or the Shares in US dollar terms.

The Shares are listed on the TWSE, where shares are quoted and traded in NT dollars. If there are any cash dividends on the Shares represented by GDSs, these dividends will be paid to the Depositary in NT dollars and then converted into US dollars by the Depositary, subject to certain conditions. Fluctuations in the exchange rate between the NT dollar and the US dollar will affect, among other things, the amount a holder of GDSs will receive from the Depositary for dividends paid by us, the US dollar value of the proceeds that a holder receives upon a sale in Taiwan of the Shares represented by the GDSs and the secondary market price of the GDSs. See “Exchange Rates.”

Certain individual holders will be subject to the income tax on net capital gains imposed by the ROC when they sell or dispose of the Shares withdrawn from the global depositary receipt facility, effective January 1, 2013.

The ROC Income Tax Act has been amended recently and starting from January 1, 2013, capital gains from the sale or other disposition of the Shares by any Non-ROC Individual Holder will be subject to ROC income

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tax. Capital gains realized by Non-ROC Entity Holders are exempt from such income tax. See “Taxation—ROC Taxation” for definitions of a Non-ROC Individual Holder and a Non-ROC Entity Holder. Capital loss incurred from the sale or disposition of Shares can be deducted from capital gains derived in the same calendar year when calculating the net capital gain and income tax liability but cannot be carried forward to subsequent years. Capital gains are taxed at a flat rate of 15% on Non-ROC Individual Holders. In addition, only 50% of the net capital gains are subject to income tax if the Non-ROC Individual Holder has held the Shares for one year or longer. Sales of GDSs are not regarded as sales of ROC securities and thus any gains generated therefrom by any nonROC holders are not subject to ROC income tax.

A liquid market for the GDSs may not develop and there are restrictions on the transfer of the GDSs.

Prior to this offering, there has been no market for the GDSs being offered. The Initial Purchasers have advised us that they currently intend to make a market for the GDSs. However, the Initial Purchasers are not obligated to make a market and may discontinue this market-making activity at any time without notice. Such market-making activity is limited by the anti-manipulation rules under the Securities Act and the Exchange Act. The GDSs are being offered pursuant to an exemption from registration under the Securities Act and, as a result, you will only be able to resell your GDSs in transactions that have been registered under the Securities Act or in transactions not subject to or exempt from registration under the Securities Act. Similarly, neither the GDSs nor the Shares underlying the GDSs are registered under the Exchange Act. Application has been made to list the GDSs on the Official List of the Luxembourg Stock Exchange and to trade on the Euro MTF Market. However, there can be no assurance that we will obtain or be able to maintain such listings or that, if listed, a trading market will develop on such exchanges.

In connection with any withdrawal of any Shares represented by GDSs, the GDSs will be surrendered to the Depositary. Unless additional GDSs are issued, the effect of such transactions will be to reduce the number of outstanding GDSs and, if, a significant number of transactions are effected, to reduce the liquidity of the GDSs. See “Description of the Global Depositary Shares—Deposits.” The GDSs or the Shares may not be publicly offered, sold, pledged or otherwise transferred in any jurisdiction where registration may be required. The Shares underlying the GDSs may only be publicly traded on the TWSE.

Preemptive rights and other rights offerings, may not be available to holders of GDSs in certain circumstances.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. For example, the ROC Company Act, with some exceptions, requires us to offer our shareholders the right to subscribe for new shares in proportion to our existing ownership percentage whenever new shares are issued. If registration is required in any jurisdiction with respect to the offer of rights to GDS holders or the sale by the Depositary of such rights or the securities or other relevant property to which such rights relate, the Depositary will not affect such offer or sale with respect to the relevant tranche of GDSs unless we have obtained an exemption from or effected a registration in accordance with the requirements of such jurisdiction. However, under the Deposit Agreements, we are under no obligation to register such rights, securities or other property. Accordingly, GDS holders may be unable to participate in our rights offerings and may experience dilution of their holdings as a result. If the Depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

Further issuance of our Shares, including pursuant to stock dividends and employee stock bonuses, could dilute your holdings and associated rights with respect to the Shares.

Our Articles of Incorporation provide that, after deducting prior year’s losses, paying outstanding taxes and setting aside legal reserves and special reserves (if any), the remaining portion of our income after tax, together with the retained earnings of previous years, shall be distributed to our shareholders as dividends, to our directors

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and supervisors as remuneration and to our employees as bonuses in the manner and percentages prescribed in our Articles of Incorporation, unless a part of such remaining portion is reserved for future distribution due to business conditions. See “Description of the Shares” and “Dividends and Dividend Policy”.

Such distributions to our shareholders and employees may be made in the form of cash or stock. Such distributions, if in the form of new Shares, or further issuances of new Shares, will effectively dilute the holdings and associated rights of holders of our Shares.

Non-ROC holders of GDSs who withdraw the Shares will be required to register with the Taiwan Stock Exchange and appoint a local custodian and agent and a tax guarantor in the ROC.

Under current ROC law, if a GDS holder is a non-ROC person (other than PRC persons, except for QDIIs, or a person with prior approval from the ROC Investment Commission of the MOEA) and wishes to withdraw and hold underlying Shares from a depositary receipt facility, the holder will be required to obtain a foreign investor investment identification issued by the TWSE. The holder will also be required to appoint an eligible agent in the ROC to open a securities trading account, a TDCC book-entry account and a bank account, to pay ROC taxes, remit funds, exercise shareholders’ rights and perform such other functions as the holder of GDSs may designate upon such withdrawal. In addition, such holder will be required to appoint a custodian bank to hold the securities in safekeeping, make confirmation and settle trades and report all relevant information. Without meeting these requirements, the non-ROC withdrawing holder would be unable to hold or subsequently sell the underlying Shares withdrawn from the depositary receipt facility on the TWSE or otherwise. There can be no assurance that such withdrawing holder will be able to obtain a foreign investor investment identification issued by the TWSE and open such accounts in a timely manner.

Non-ROC holders of GDSs (other than PRC persons, except for QDIIs, or a person with prior approval from the ROC Investment Commission of the MOEA) withdrawing the Shares represented by GDSs are also required under current ROC law and regulations to appoint an agent in the ROC for filing tax returns and making tax payments. Such agent must meet certain qualifications set by the ROC Ministry of Finance and, upon appointment, becomes a guarantor of such withdrawing holder’s ROC tax obligations. Generally, evidence of the appointment of such agent and the approval of such appointment by the ROC tax authorities may be required as conditions to such withdrawing holder’s repatriation of the proceeds from the sale of the withdrawn Shares. There can be no assurance that such withdrawing holder will be able to appoint and obtain approval for such agent in a timely manner.

There are legal restrictions on a PRC investor’s ability to withdraw and hold the underlying Shares represented by the GDSs

Pursuant to the Regulations Governing Mainland China Investor‘s Securities Investment and Futures Trading in Taiwan, or the PRC Regulations, a qualified institutional investor which has been approved by the competent authority regulating the securities industry in PRC, or QDII, is permitted to make securities investments or trade futures in the ROC. The total investment amount allowed to be remitted into the ROC by all QDIIs cannot exceed US$500 million, and by each QDII cannot exceed US$100 million. A custodian shall be appointed by each QDII to apply with the TWSE for the remittance. In addition, for a QDII to make investment in a financial institution, such as us, each QDII shall not hold 5% or more of the issued shares of the Company and all PRC investors (including QDIIs), in aggregate, shall not hold 10% or more of the issued shares of the Company. Subject to the compliance with the foregoing applicable laws and regulations of the ROC, a QDII may request withdrawal of, and holds the Common Shares represented by the GDSs.

Other than a QDII, a PRC person may, pursuant to the Regulations Governing the Approval of Investment in Taiwan by the Mainland China Investors, make an investment in the ROC with prior investment approval from the Investment Commission of the Ministry of Economic Affairs, or MOEA, and other competent authority. For such PRC investor, to make an investment in an ROC bank, such as us, the Regulations Governing the Banking Activities and the Investment Between Taiwan and the Mainland China, last amended on September 7, 2011 (the “PRC-ROC Banking Activities Regulations”) shall also apply. According to the PRC-ROC Banking Activities

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Regulations, currently, only a PRC bank meeting certain criteria and obtaining relevant approvals is allowed to invest in one ROC bank and the total investment in such ROC bank shall not exceed 5% of its total issued and outstanding voting shares. Additionally, PRC investors (including QDIIs) in the aggregate shall not hold 10% or more of such ROC bank’s issued and outstanding voting shares. Subject to the compliance with the foregoing laws and regulations of the ROC, a non-QDII PRC bank may request withdrawal of and hold, the Shares represented by the GDSs.

Due to the shareholding restrictions under the ROC Banking Law, you may not be able to withdraw and hold the underlying Shares represented by the GDSs

Under the ROC Banking Law, any person individually, or any group of related persons jointly, holding more than 5% of a bank’s total issued and outstanding voting shares, must report to the FSC within 10 days after reaching such threshold, and shall report for every 1% increase or decrease afterwards. In the event that any person individually, or any group of related persons jointly, proposes an acquisition of shares of a bank that will cause such person or persons to hold more than 10%, 25% or 50% of such bank’s total issued and outstanding voting shares, such person, or any such other related persons, respectively, must apply for the FSC approval in advance. For calculation purposes, any person that holds shares of a bank for another person or any group of related persons through trust, appointment, or any other contracts, agreements or authorizations, shall be deemed to be related persons. See “Regulation of the ROC Banking Industry—Ownership Restrictions—Shareholding restrictions.” Given such shareholding restrictions, when a holder of the GDSs wishes to withdraw and hold the underlying Shares, such holder must certify that the holder has complied with all applicable shareholding restrictions under the ROC Banking Law. If a holder of the GDSs is unable to certify that the applicable shareholding restrictions under the ROC Banking Law in connection with the withdrawal have been satisfied, the holder will not be permitted to withdraw the underlying Shares.

We may be classified as a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Based upon the projected composition of our income and valuation of our assets, including goodwill, we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our taxable year ending December 31, 2014, and we do not expect to become one in the future. However, given that the determination of PFIC status with respect to both 2014 and future years depends on future facts and circumstances, including the nature of our income and the composition and value of our assets in each year, we cannot provide assurance with respect to our expectation regarding our PFIC status. In addition, this determination is based in part upon certain proposed United States Treasury regulations that are not yet in effect (the “Proposed Regulations”) and are subject to change in the future.

The Proposed Regulations and other administrative pronouncements from the Internal Revenue Service provide special rules for determining the character of income and assets derived in the banking, insurance and securities businesses for purposes of the PFIC rules. Although we believe we have adopted a reasonable interpretation of the Proposed Regulations and administrative pronouncements, there can be no assurance that the Internal Revenue Service will follow the same interpretation. If we were or were to become a PFIC, such characterization could result in adverse U.S. federal income tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for U.S. federal tax purposes if either (i) 75% or more of our gross income in a taxable year is passive income or (ii) 50% or more of the value of our assets in a taxable year (based on an average of the quarterly values) is attributable to assets that produce or are held for the production of passive income (which includes cash). The calculation of the value of our assets will be based, in part, on the market price of our Shares and our GDSs, which is likely to fluctuate after this offering (and may fluctuate considerably given that the global capital markets have been experiencing

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extreme volatility). Accordingly, fluctuations in the market price of our Shares and GDSs may result in our becoming a PFIC in the current or any future taxable year. In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. See “Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company.

We are incorporated in the ROC and because the rights of shareholders under ROC law differ from those under the laws of some other jurisdictions, you may have more difficulties protecting your shareholder rights than shareholders in some other jurisdictions.

Our corporate affairs are governed by our Articles of Incorporation and by the laws governing corporations incorporated in the ROC. The rights of shareholders and the responsibilities of management and the members of the board of directors under ROC law are different from those applicable to a corporation incorporated in some other jurisdictions. Directors of ROC companies are required to conduct business faithfully and to act with the care of a good administrator. However, such duty of care as required of ROC companies’ directors may not be the same as the fiduciary duty of directors of non-ROC companies. Therefore, public shareholders of ROC companies may have more difficulty in protecting their interests in connection with actions taken by management or members of the board of directors than they would as public shareholders in some other jurisdictions.

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USE OF PROCEEDS

The net proceeds to be received by us from this offering of the GDSs will be approximately US$133.0 million. The net proceeds are calculated after deducting underwriting discounts and commissions and related expenses of US$2.1 million. We will use the net proceeds to provide us with additional working capital, enhance our Tier-1 capital ratio and strengthen our capital structure.

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DIVIDENDS AND DIVIDEND POLICY

The following table sets forth cash and stock dividends declared and paid in each of the years indicated.

Dividends(1)
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash
Dividends
Per Share
NT$
0.250
0.250
0.230
Stock
Dividends
Per Share
NT$
0.515
0.534
0.493
Total Shares
Issued as
Stock Dividends
(in millions)
103.4
113.1
110.5

Note:

(1) Represents cash and stock dividends which were declared and paid in the year, but related to the earnings of the preceding year.

Our dividend payments and distributions are generally governed by the ROC Company Law as well as our Articles of Incorporation. The ROC Company Law and our Articles of Incorporation restrict us from paying a dividend to holders of Shares unless we have current or retained earnings (excluding reserves). Our Articles of Incorporation provide that after we pay our income taxes, deduct prior year’s losses, set aside legal reserve and any special reserve pursuant to applicable laws and regulations, the remaining portion of our net income, together with the retained earnings of the previous years, shall be first applied in distribution of interest of preferred shares. Depending on our actual business needs, we may retain a part of the remaining portion from distribution. After the aforesaid retention, the remaining portion shall be distributed as:

  • 92% shall be distributed to the shareholders as dividends; provided that in the year we increase our share capital, the dividends to the holders of the newly issued shares shall be resolved by the shareholders’ meeting;

  • 2% shall be distributed to the directors and supervisors as remuneration in the manner determined by our board of directors; and

  • 6% shall be distributed to the employees as bonuses.

Unless our legal reserve reaches our paid-in capital, our dividends to be distributed in the form of cash may not exceed 15% of our paid-in capital.

According to our Articles of Incorporation, cash dividends shall not be less than 10% of the dividends distributed in respect of the relevant year.

Under the ROC Banking Law and the Regulations Governing the Capital Adequacy Ratio and Capital Category of Banks, it is required that the consolidated capital adequacy ratio and the solo capital adequacy ratio of a bank shall not be less than 8%, respectively, and shall meet the minimum capital adequacy requirement. See “Regulation of the ROC Banking Industry—Financial Requirements—Capital Adequacy”. If we are graded under-capitalized, substantially under-capitalized or critically under-capitalized, or if we would be down-graded to become below adequate capitalized due to distribution of profits in cash or repurchase of our shares, we are not allowed for such distribution or repurchase. If we are graded under-capitalized, substantially under-capitalized or critically under-capitalized, we are prohibited from making payment other than remunerations to our responsible persons. A fine of between NT$2 million and NT$10 million be levied on us if we violate the above restrictions. In addition, the FSC will take prompt corrective actions against under-capitalized banks, substantially under-capitalized banks or critically undercapitalized banks. For information relating to ROC withholding taxes payable on cash and stock dividends, see “Taxation—ROC Taxation—Dividends”.

35

EXCHANGE RATES

Fluctuations in the exchange rate between the NT dollar and the US dollar will affect the US dollar equivalent of the NT dollar price of our Shares on the TWSE.

The following table sets forth the average, high, low and period-end Noon Buying Rates between NT Dollars and US Dollars (in NT Dollars per US Dollar) for the periods indicated. No representation is made that the NT Dollar amounts actually represent such US Dollar amounts or could have been, or could be, converted into US Dollars at the rate indicated, at any other rate or at all.

2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 (through January 10)
January (through January 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT Dollars/US Dollar Noon Buying Rate NT Dollars/US Dollar Noon Buying Rate NT Dollars/US Dollar Noon Buying Rate NT Dollars/US Dollar Noon Buying Rate
Average
32.51
32.85
31.52
33.02
31.50
29.38
29.55
29.70
29.94
29.62
29.38
29.52
29.72
30.02
High
33.31
33.41
33.58
35.21
32.43
30.67
30.28
30.20
30.04
29.81
29.49
29.65
30.03
30.11
Low
31.28
32.26
29.99
31.95
29.14
28.50
29.01
28.93
29.87
29.51
29.32
29.37
29.59
29.90
Period End(1)
32.59
32.43
32.76
31.95
29.14
30.27
29.05
29.83
29.93
29.56
29.42
29.59
29.83
29.99

Source: For all periods prior to January 1, 2009, the exchange rate refers to the Noon Buying Rate as reported by the Federal Reserve Bank of New York. For periods beginning on or after January 1, 2009, the exchange rate refers to the Noon Buying Rate as set forth in the weekly H.10 statistical release of the Federal Reserve Board.

(1) Average of buying and selling exchange rates in Taipei for cable transfers in NT dollars per U.S. dollar as certified by the Bank of Taiwan.

36

MARKET PRICE INFORMATION

Our Shares have been listed on the TWSE since November 27, 1998. There has been no public market outside Taiwan for the Shares.

The table below sets forth, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the TWSE for our Shares and the highest and lowest of the daily closing values of the TWSE Index. The closing price for our Shares on the TWSE on January 23, 2014 was NT$12.15 per share.

2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . .
2011
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . .
2012
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . .
2013
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . .
2014
First Quarter (through January 23) . . . . . . . . .
Closing Price per
Share
High NT$
Low NT$
17.53
10.35
20.49
10.19
14.31
4.43
10.86
4.62
13.50
7.86
10.69
7.86
9.55
7.98
13.00
8.99
13.50
10.92
13.95
10.74
12.91
11.74
14.26
10.49
12.10
9.83
12.06
10.06
11.34
9.92
11.91
10.73
11.65
10.55
11.72
11.01
12.20
11.29
12.10
11.34
12.45
11.80
12.45
12.05
Average
Daily
Trading
Volume in
Shares
(in
thousands)
4,981.58
6,867.00
5,737.77
7,394.68
7,813.25
3,530.38
2,889.81
15,412.30
8,727.83
7,009.89
4,137.04
7,738.07
4,789.12
5,603.75
1,885.66
3,333.10
1,941.79
3,108.50
2,668.06
2,151.44
2,385.36
2,341.44
TWSE Index
High NT$
17.53
20.49
14.31
10.86
13.50
10.69
9.55
13.00
13.50
13.95
12.91
14.26
12.10
12.06
11.34
11.91
11.65
11.72
12.20
12.10
12.45
12.45
High
7,823.72
9,809.88
9,295.70
8,188.11
8,972.50
8,356.89
8,171.94
8,240.89
8,972.50
9,145.35
9,062.35
8,824.44
7,622.01
8,144.04
7,862.90
7,781.91
7,757.09
8,038.72
8,398.84
8,299.12
8,623.43
8,625.30
Low
6,257.80
7,344.56
4,089.93
4,242.61
7,071.67
7,212.87
7,071.67
7,254.06
8,046.23
8,234.78
8,478.86
6,877.12
6,633.33
6,952.21
6,894.66
6,970.69
7,088.49
7,616.64
7,663.23
7,814.38
8,099.45
8,500.01

Source: Bloomberg.

37

CAPITALIZATION

The following table sets forth our consolidated capitalization as of September 30, 2013 in accordance with Taiwan-IFRSs, as adjusted to give effect to this offering. You should read this table in conjunction with our unaudited consolidated financial statements as of and for the nine months ended September 30, 2012 and 2013, including the notes thereto, which appear in the F-pages of this offering memorandum.

As of September 30, 2013, our authorized share capital was NT$45,000,000,000, divided into 4,500,000,000 Shares, and our issued share capital was NT$23,621,182,640, divided into 2,362,118,264 Shares.

Bank debentures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity:
Common stock, par value NT$10 per share,(2) 4,500,000,000 shares
authorized, 2,362,118,264 shares issued and outstanding . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange differences on translating foreign operations . . . . . . . . . . . .
Unrealized gain (loss) on available-for-sale financial assets . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of September 30, 2013 As of September 30, 2013 As of September 30, 2013
Actual
As Adjusted for
Offering of GDSs
NT$
US$
NT$
US$
(unaudited)
(in millions)
25,055.6
847.6
25,055.6
847.6
23,621.2
799.1
27,271.2
922.6
34.9
1.2
427.6
14.5
5,261.0
178.0
5,261.0
178.0
11.2
0.4
11.2
0.4
(436.3)
(14.8)
(436.3)
(14.8)
28,492.0
963.9
32,534.7
1,100.7
53,547.6
1,811.5
57,590.3
1,948.3
As Adjusted for
Offering of GDSs
US$
847.6
922.6
14.5
178.0
0.4
(14.8)
1,100.7
1,948.3

Notes:

(1) Including outstanding convertible bonds due 2018 in the amount of NT$4,040.9 million (US$136.7 million).

(2) As of the date hereof, we had outstanding convertible bonds due 2018 in the amount of NT$4,040.9 million (US$136.7 million) that are convertible into the Shares.

38

SELECTED FINANCIAL AND OTHER DATA

The selected financial information as of and for the years ended December 31, 2010, 2011 and 2012 has been derived from our audited consolidated financial statements prepared in accordance with ROC GAAP included elsewhere in this offering memorandum. These consolidated financial statements have been audited by Deloitte & Touche, independent auditors. The summary unaudited consolidated financial information as of and for the nine months ended September 30, 2012 and 2013 has been derived from our unaudited consolidated financial statements for the same periods prepared in accordance with Taiwan-IFRSs, pursuant to the Regulations Governing the Preparation of Financial Reports by Public Banks, International Financial Reporting Standard 1 “First-time Adoption of International Financial Reporting Standards” and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China included elsewhere in this offering memorandum. The unaudited consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, which we consider necessary for a fair presentation of our financial position and operating results for the periods presented. These consolidated financial statements have been reviewed by Deloitte & Touche, independent auditors.

Our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 included in the F-pages of this offering memorandum have been prepared and presented in accordance with reporting requirements of the “Regulations Governing the Preparation of Financial Reports by Public Banks” and other applicable ROC laws and regulations and in accordance with ROC GAAP. Our financial statements as of and for the nine months ended September 30, 2012 and 2013 included in the F-pages of this offering memorandum have been prepared and presented in accordance with Taiwan-IFRSs, pursuant to the Regulations Governing the Preparation of Financial Reports by Public Banks, International Financial Reporting Standard 1 “First-time Adoption of International Financial Reporting Standards” and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China included elsewhere in this offering memorandum. Those financial statements are not intended to present our financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in other countries and jurisdictions, including the United States. The selected financial data in the following tables have been derived from our audited financial statements included in the F-pages of this offering memorandum without material adjustment. Solely for your convenience, these selected data are presented in a different format from those financial statements. Neither these data nor the format in which they are presented should be viewed as comparable to information prepared in accordance with US GAAP or generally accepted accounting principles elsewhere.

Selected income statement data:
Total net interest . . . . . . . . . . . . . . . . . . . . . . . .
Net service fee income and commission
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gain on financial instruments(1) . . . . . . . . . .
Net gain on reversal of provision (provision) for
asset impairment loss . . . . . . . . . . . . . . . . . . .
Recovery of written-off credits(2) . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-interest income and gains,
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (reversal of provision) for possible
losses and guarantee obligations reserve(2) . . .
Total operating expenses . . . . . . . . . . . . . . . . . . .
Income before income tax . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . .
Consolidated net income. . . . . . . . . . . . . . . . . .
Year Ended December 31,
Nine Months Ended September 30,
2011
2012
2012
2013
NT$
NT$
US$
NT$
(unaudited) NT$
US$
(in millions)
3,879.4
3,978.8
134.6
3,073.4
3,662.8
123.9
2,276.0
2,585.1
87.5
1,912.2
2,131.4
72.1
865.6
1,271.6
43.0
917.7
1,072.3
36.3
(2.8)
44.8
1.5
56.2
0.8

1,220.0
1,274.7
43.1



426.1
485.1
16.4
303.1
236.1
8.0
4,784.9
5,661.3
191.5
3,189.2
3,440.6
116.4
8,664.3
9,640.1
326.1
6,262.6
7,103.4
240.3
834.2
897.3
30.4
(587.1)
(320.4)
(10.8)
5,306.5
5,815.1
196.7
4,321.8
4,316.9
146.0
2,523.6
2,927.7
99.0
2,527.9
3,106.9
105.1
150.4
364.3
12.3
272.4
379.2
12.8
2,373.2
2,563.4
86.7
2,255.5
2,727.7
92.3
Nine Months Ended September 30, Nine Months Ended September 30,
2010
NT$
3,983.8
2,257.5
955.6
(6.1)
1,247.6
259.5
4,714.1
8,697.9
675.0
4,973.7
3,049.2
852.8
2,196.4
2011
NT$
3,879.4
2,276.0
865.6
(2.8)
1,220.0
426.1
4,784.9
8,664.3
834.2
5,306.5
2,523.6
150.4
2,373.2
2013
(unaudited) NT$
US$
3,662.8
123.9
2,131.4
72.1
1,072.3
36.3
0.8



236.1
8.0
3,440.6
116.4
7,103.4
240.3
(320.4)
(10.8)
4,316.9
146.0
3,106.9
105.1
379.2
12.8
2,727.7
92.3

Notes:

(1) Net gain on financial instruments includes net gain on financial assets and liabilities at fair value through profit or loss, net gain on available-for-sale financial assets, investment income (loss) recognized under the equity method and foreign exchange gain (loss).

(2) While recovery of written-off credits are credited against provision for possible losses under Taiwan-IFRSs, it is recognized as other income under ROC GAAP in the years ended December 31, 2010, 2011 and 2012.

39

Selected balance sheet
data:
Assets
Discounts and loans,
net . . . . . . . . . . . . . .
Due from the Central
Bank and other
banks . . . . . . . . . . . .
Other financial
assets(1) . . . . . . . . . . .
Total assets . . . . . . . . .
Liabilities
Deposits and
remittances . . . . . . .
Bank debentures . . . . .
Due to the Central
Bank and other
banks . . . . . . . . . . . .
Total liabilities . . . . . .
Total shareholder’s
equity . . . . . . . . . . .
Total liabilities and
shareholders’
equity . . . . . . . . . . .
As of December 31,
As of September 30,
2011
2012
2012
2013
NT$
NT$
US$
NT$
(unaudited)
NT$
US$
(in millions)
269,460.4
280,219.4
9,479.7
280,051.3
316,949.8
10,722.3
86,739.2
82,818.6
2,801.7
81,359.1
79,374.3
2,685.2
75,773.4
96,592.0
3,267.7
89,364.0
89,305.4
3,021.2
438,455.1
465,498.3
15,747.6
456,748.0
491,166.7
16,615.9
369,998.6
391,933.3
13,258.9
377,867.0
392,644.4
13,283.0
20,230.3
23,072.1
780.5
23,094.5
25,055.6
847.6
11,785.7
11,675.0
395.0
15,327.3
25,027.4
846.7
413,800.7
438,897.0
14,847.7
430,459.1
462,674.7
15,652.0
24,654.4
26,601.3
899.9
26,288.9
28,492.0
963.9
438,455.1
465,498.3
15,747.6
456,748.0
491,166.7
16,615.9
As of September 30, As of September 30,
2010
NT$
236,351.3
102,938.4
72,548.8
418,356.4
347,860.6
16,789.6
18,093.1
395,549.2
22,807.2
418,356.4
2011
NT$
269,460.4
86,739.2
75,773.4
438,455.1
369,998.6
20,230.3
11,785.7
413,800.7
24,654.4
438,455.1
2013
(unaudited)
NT$
US$
316,949.8
10,722.3
79,374.3
2,685.2
89,305.4
3,021.2
491,166.7
16,615.9
392,644.4
13,283.0
25,055.6
847.6
25,027.4
846.7
462,674.7
15,652.0
28,492.0
963.9
491,166.7
16,615.9

Notes:

(1) Other financial assets include cash and cash equivalents, financial assets at fair value through profit or loss, securities purchased under resale agreements, receivables-net, available-for-sale financial assets, held-to-maturity financial assets, investments accounted for by the equity method, debt investments with no active market, and other financial assets (including derivative financial assets for hedging).

40

Selected credit data:
Total loans(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
NPLs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for possible losses . . . . . . . . . . . . .
Credit card revolving balance . . . . . . . . . . . . .
Allowance for possible losses—credit card
receivables . . . . . . . . . . . . . . . . . . . . . . . . .
Key financial ratios:
Net interest margin(2) . . . . . . . . . . . . . . . . . . .
Net gain on financial instruments ratio(3) . . . .
Net non-interest income and gains ratio(4) . . .
Provision (reversal of provision) for possible
losses and guarantee obligations reserve
ratio(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Return on average equity(6) . . . . . . . . . . . . . . .
Return on average assets(7) . . . . . . . . . . . . . . .
Earnings per share . . . . . . . . . . . . . . . . . . . . . .
Cash dividends per share(8) . . . . . . . . . . . . . . .
Asset quality data:
NPL ratio(9) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coverage ratio(10) . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio(11) . . . . . . . . . . . . . . . .
As of or for the Year Ended December 31,
As of or for the Nine Months Ended
September 30,
2010
2011
2012
2012
2013
(unaudited)
NT$
NT$
NT$
US$
NT$
NT$
US$
(in millions, except percentages and per share data)
239,958.8
274,234.1
283,801.4
9,600.9
283,219.4
320,953.5
10,857.7
1,202.8
612.6
1,317.1
44.6
1,349.1
1,140.0
38.6
3,607.5
4,773.7
3,582.0
121.2
3,168.1
4,003.7
135.4
11,220.8
10,774.4
10,676.4
361.1
10,621.8
10,471.5
354.2
1,849.2
774.3
710.0
24.0
727.9
660.2
22.3
1.36%
1.19%
1.13%
1.17%
1.26%
10.99%
9.99%
13.19%
14.65%
15.10%
54.20%
55.23%
58.73%
50.92%
48.44%
7.76%
9.63%
9.31%
(9.37%)
(4.51%)
10.08%
10.00%
10.00%
11.84%
13.24%
0.55%
0.55%
0.57%
0.67%
0.76%
NT$0.99
NT$1.07
NT$1.15
US$0.04
NT$0.96
NT$1.16
US$0.04
NT$0.10
NT$0.25
NT$0.25
US$0.01
N/A
N/A
0.50%
0.22%
0.46%
0.48%
0.36%
299.92%
779.32%
271.96%
234.84%
351.20%
13.36%
12.86%
12.71%
12.53%
10.16%
As of or for the Nine Months Ended
September 30,
As of or for the Nine Months Ended
September 30,
2010
NT$
239,958.8
1,202.8
3,607.5
11,220.8
1,849.2
1.36%
10.99%
54.20%
7.76%
10.08%
0.55%
NT$0.99
NT$0.10
0.50%
299.92%
13.36%
2013

Notes:

(1) Represents the gross amount of loans, discounts and bills purchased as of the dates indicated, without deducting any allowance for possible losses. See note 9 of the notes to our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 and note 12 of the notes to our financial statements as of and for the nine months ended September 30, 2012 and 2013, both included in the F-pages of this offering memorandum.

(2) Represents net interest income (without deducting amount booked as service fee income) divided by daily average interest earning assets. In order to enable a comparison with annual figures, net interest margin for each of the nine months ended September 30, 2012 and 2013 represents annualized net interest income divided by average interest-earning assets for the period.

(3) Represents the ratio of net gain on financial instruments to net profit.

(4) Represents the ratio of net non-interest income and gains to net profit. Net non-interest income includes service fees, gains on securities and other non-interest income.

(5) Represents the ratio of provision (reversal of provision) for possible losses and guarantee obligations reserve to net profit.

(6) Represents consolidated net income divided by average equity for the period (calculated by averaging the opening and ending balance of the period). In order to enable a comparison with annual figures, return on average equity for each of the nine months ended September 30, 2012 and 2013 represents annualized consolidated net income divided by average equity for the period.

(7) Represents consolidated net income divided by average assets for the period. In order to enable a comparison with annual figures, return on average assets for each of the nine months ended September 30, 2012 and 2013 represents annualized consolidated net income divided by average assets for the period.

(8) Represents cash dividends which were declared and paid in the year, but related to the earnings of the preceding year. (9) Represents NPLs divided by gross loans.

(10) Represents total allowance for possible losses divided by total amount of nonperforming loans.

(11) Determined in accordance with the requirements of the FSC. See “Descriptions of Assets and Liabilities—Capital Adequacy.”

41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is based upon, and should be read in conjunction with, our audited annual consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 prepared in accordance with ROC GAAP and unaudited consolidated financial statements as of and for the nine months ended September 30, 2012 and 2013 prepared in accordance with Taiwan-IFRSs, including the notes thereto, included in the F-pages of this offering memorandum. Those financial statements are not intended to present our financial position and results of operations and cash flows in accordance with US GAAP, IFRS or generally accepted accounting principles in other jurisdictions.

We present certain financial information in the following discussion, solely for the convenience of readers, in a format which differs from the ROC GAAP-governed format or Taiwan-IFRSs government format used in our financial statements included in the F-pages of this offering memorandum. See “—Result of Operations” and “—Financial Condition”.

Overview

Established in 1992, we are a leading full-service commercial bank in Taiwan. Through our four strategic business units, or SBUs, namely the Individual Banking Group, Consumer Banking Group, Corporate Banking Group and Financial Markets Group, we offer a broad range of financial products and banking services to over 2.5 million individual and corporate customers in Taiwan and abroad. We are a member of the Far Eastern Group, one of the largest business conglomerates in Taiwan.

Our long history, market-leading products and strong brand name makes us one of Taiwan’s premier financial services companies. We believe that our comprehensive product and service offerings have not only helped expand our customer base, but also contribute to customer retention. Our strong and loyal customer base has in turn strengthened our ability to cross sell products and services offered by our SBUs.

We leverage our extensive distribution and customer service network consisting of our head office and 54 domestic branches, one offshore banking unit, one Hong Kong branch, six corporate banking centers and 157 ATMs, to cross sell and serve our large customer base. In addition, we are one of Taiwan’s leading issuers of credit cards. As of September 30, 2013, we had approximately 1.4 million credit cards in-force and outstanding credit card revolving balances of NT$10.5 billion, making us one of the largest credit card providers in Taiwan in terms of credit card revolving balances.

Our profitability and financial condition are affected by a number of factors which influence the business environment in which we operate. These factors include:

  • general economic conditions in Taiwan;

  • interest rates;

  • competition;

  • conditions in Taiwan’s securities markets;

  • regulation;

  • taxes; and

  • foreign exchange rates.

42

We expect that economic conditions in Taiwan, the interest rate environment and competition will continue to be the principal factors affecting our financial performance in the near future. See “Risk Factors—Risks Relating to Our Business” and “—Risks Relating to ROC”.

Critical Accounting Policies

Our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Public Banks and accounting principles generally accepted in the ROC. Our financial statements as of and for the nine months ended September 30, 2012 and 2013 have been prepared in accordance with Taiwan IFRSs, pursuant to the Regulations Governing the Preparation of Financial Reports by Public Banks, International Financial Reporting Standard 1 “First-time Adoption of International Financial Reporting Standards” and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China. Under these regulations and principles, certain estimates and assumptions have been used to determine fair value of certain financial instruments, allowance for possible losses, reserve for guarantee obligations, depreciation, impairment, pension, income taxes, contingent losses and bonuses to employees, directors and supervisors, etc. Actual results may differ from these estimates.

Critical Accounting Policies under ROC GAAP for the years ended December 31 2010, 2011 and 2012

Financial Instruments at Fair Value through Profit or Loss

Financial instruments at fair value through profit or loss (FVTPL) are financial assets and liabilities that are held for trading or those that are designated on initial recognition as measured at fair value through profit or loss. FVTPL instruments are initially measured at fair value. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately as expense. At each balance sheet date subsequent to initial recognition, financial assets and liabilities at FVTPL are remeasured at fair value, with changes in fair value recognized as gain or loss in the year. On the derecognition of financial assets and liabilities at FVTPL, differences between the carrying amount and the sum of the consideration received and receivable or consideration paid and payable are recognized as gain or loss. Acquisition and disposal of financial assets are recognized and derecognized on a trade date basis, except government bonds, for which the settlement date basis is used.

A derivative instrument that does not meet the criteria for hedge accounting is classified as a financial asset or a financial liability held for trading. If the fair value of the derivative is positive, the derivative is recognized as a financial asset; otherwise, the derivative is recognized as a financial liability.

Available-for-sale Financial Assets

Available-for-sale financial assets are initially measured at fair value plus transaction costs that are directly attributable to the acquisition. The difference between the initial cost of a debt instrument and its maturity amount is amortized using the effective interest method. At each balance sheet date subsequent to initial recognition, available-for-sale financial assets are remeasured at fair value, with changes in fair value recognized in equity until the financial assets are derecognized or impaired, at which time, the cumulative gain or loss previously recognized in equity is included in profit or loss for the year. Acquisition and disposal of financial assets are recognized and derecognized on a trade date basis, except government bonds, for which the settlement date basis is used.

An impairment loss is recognized when there is objective evidence that the investment is impaired. Any decrease in impairment loss on an equity instrument classified as available-for-sale is recognized directly in equity. If the fair value of a debt instrument classified as available-for-sale increases as a result of an event that occurred after the impairment loss was recognized, the decrease in impairment loss is reversed as gain of the year.

43

Nonaccrual Loans

Under the NPL Regulations, overdue loans and other credits extended by the Bank, including their respective accrued interests, are classified as nonaccrual loans within six months after the expiration of the repayment period.

Nonaccrual loans arising from loans are classified as discounts and loans; others arising from guarantees, acceptances, accounts receivable—factoring and credit card receivables are classified as other financial assets.

Allowance for Possible Losses and Reserve for Guarantee Obligations

In determining the allowance for possible losses and reserve for guarantee obligations, we evaluate the risks on specific loans and assess the collectability of loans, discounts, receivables, other financial assets and guarantee obligations on a portfolio basis.

We evaluate possible losses on specific loans on the basis of the borrowers’ financial situation, their ability to repay principals and interests, and the values of collaterals in accordance with the NPL Regulations. The NPL Regulations require that loans should be categorized by collectability and specify the minimum allowance for possible losses and reserve for guarantee obligations using prescribed percentages. However, as required by the Banking Bureau’s letter (Ref No. 10010006830), loan coverage ratio should be more than 1%.

When a loan or receivable is considered uncollectible, it may be written off on the approval of our Board of Directors or Managing Directors. The subsequent collections of written-off loans are credited against the allowance account or recognized as other income.

Effective from January 1, 2011, we adopted the third revised Statement of Financial Accounting Standards (SFAS) No. 34—“Financial Instruments: Recognition and Measurement.” The main revisions is that loans and receivables originated should be covered by SFAS No. 34. Loans and accounts receivable are assessed for impairment at the end of each reporting period and are considered impaired when there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the loans and accounts receivable, and the estimated future cash flows of the loans and accounts receivable have been affected. Objective evidence of impairment could, among others, include:

  • Significant financial difficulty of the debtor;

  • Accounts receivable becoming overdue; or

  • It becoming probable that the debtor will enter bankruptcy or financial reorganization.

Loans and accounts receivable that are assessed not to be impaired individually are assessed for impairment by portfolio. Objective evidence of impairment for a portfolio of loans and accounts receivable could include our past experience of collecting payments, an increase in the number of delayed payments in the portfolio, as well as changes in national or local economic conditions that correlate with defaults on loans and receivables.

The amount of the impairment loss recognized is the difference between the carrying amount of the loan and account receivable and the present value of estimated future cash flows discounted at the original effective interest rate after taking into consideration the collaterals and guarantees obtained. The carrying amount of the loans and accounts receivable is reduced through the use of an allowance account.

Held-to-maturity Financial Assets

Held-to-maturity financial assets are initially measured at fair value plus transaction costs that are directly attributable to the acquisition. At each balance sheet date subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method. Acquisition and disposal of financial assets are recognized and derecognized on a settlement date basis.

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An impairment loss is recognized when there is objective evidence that the investment is impaired. The impairment loss is reversed if an increase in the investment’s recoverable amount is due to an event that occurred after the impairment loss was recognized; however, the adjusted carrying amount of the investment may not exceed the carrying amount that would have been determined had no impairment loss been recognized for the investment in prior years.

Debt Instrument Investments with No Active Market

Debt instrument investments which with no active market are carried at amortized cost. The accounting treatment for these debt instrument investments is the same as that for held-to-maturity financial assets, except for the absence of restriction on the timing of the disposal of these debt instruments. An impairment loss is recognized when there is objective evidence that the investment is impaired.

Intangible Assets

Intangible assets arising from mergers or acquisitions are initially recorded at fair value. Assets that are determined to have definite useful lives are amortized on a straight-line basis over 4 to 15 years, and those assets that are determined to have indefinite useful lives are tested for impairment annually. Events and circumstances are evaluated annually to determine whether the useful lives of intangible assets remain indefinite.

Income Tax

The inter-year allocation method is applied to income taxes, whereby deferred income tax assets and liabilities are recognized for the tax effects of temporary differences, unused loss carryforwards and unused tax credits. Valuation allowances are provided to the extent, if any, that it is more likely than not that deferred income tax assets will not be realized.

Income tax credits for research and development expenditures and personnel training expenditures are recognized when the expenses are incurred.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

An additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve the retention of earnings.

Income Recognition

Interest income from discounts and loans is recorded on the accrual basis. For nonaccrual loans, interest income is recognized only when collections on these obligations are made. Under the regulations of the Banking Bureau, the interest income on credits covered by agreements that extend their maturity is recorded as deferred income and recognized upon collection.

Service fee income is recognized as cash receipts when the related services have been substantially completed.

Commission income is recognized when the significant risks have been transferred and the economic benefits associated with the transaction have been realized or are realizable.

The gain or loss on the disposal or recovery of acquired receivables is accounted for by the cost-recovery method. The administration revenue from managing acquired loans is recognized monthly on an accrual basis. The advance administration revenue is amortized on a straight-line method over the estimated recovery period.

45

Impairment of Assets

The carrying amount of investments accounted for by the equity method, properties, intangible assets and buildings and land held for sale is estimated based on its respecting recoverable amount. When an indication of significant impairment is identified, the excess of carrying amount of an asset over its recoverable amount is recognized as an impairment loss. If the recoverable amount increases in a subsequent period, the amount previously recognized as impairment would be reversed and recognized as a gain. However, the adjusted carrying amount may not exceed the carrying amount that would have been determined, net of depreciation and amortization, if no impairment loss had been recognized for the asset in prior years.

Acquisition of Another Financial Institution’s Business

The accounting for our acquisition of another financial institution’s business is based on the Statement of Financial Accounting Standards No. 25—“Business Combinations.” The identifiable net assets and liabilities obtained through the acquisition are measured at the fair value at the transaction date. Goodwill arising from the acquisition cost exceeding the fair value of the identifiable net assets acquired has to be tested for impairment annually instead of being amortized. If the fair value of the identifiable net assets exceeds the acquisition cost, the excess is used to reduce the fair value of each of the noncurrent assets acquired in proportion to the respective fair values of the noncurrent assets, with any remaining excess recognized as an extraordinary gain.

Critical Accounting Policies under Taiwan-IFRSs for the nine months ended September 30, 2012 and 2013

Financial instruments

Financial assets and financial liabilities are recognized when we become a party to the contractual provisions of the instruments. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately as expense.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • 1) Measurement category

Financial assets are classified into the following specified categories: Financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

  • a) Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss. A financial asset is classified as held for trading if:

  • It has been acquired principally for the purpose of selling it in the near term; or

46

  • On initial recognition it is part of a portfolio of identified financial instruments that the Bank and its subsidiaries manage together and has a recent actual pattern of short-term profit-taking; or

  • It is a derivative that is not financial guarantee contract or designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at fair value through profit or loss upon initial recognition when doing so results in more relevant information and if:

  • Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with our documented risk management or investment strategy, and information about the grouping is provided internally on that basis.

In addition, if a contract contains one or more embedded derivatives, the entire combined contract (asset or liability) can be designated as at fair value through profit or loss.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss, including any dividend or interest earned on the financial asset.

  • b) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that we have the positive intent and ability to hold to maturity other than those are designated as at fair value through profit or loss, or as available for sale, or meet the definition of loans and receivables upon initial recognition.

Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method less any impairment.

c) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-forsale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Interest income of available-for-sale bond investments calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss that was previously accumulated in other comprehensive income is reclassified to profit or loss.

Dividends on available-for-sale equity instruments are recognized in profit or loss when our right to receive the dividends is established.

47

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss and are recognized in a separate line item as Financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in profit or loss or other comprehensive income on financial assets.

d) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including cash and cash equivalents, receivables, discounts and loans, nonaccrual loans other than discounts and loans, and debt investments with no active market) are measured at amortized cost using the effective interest method, less any impairment.

2) Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For all financial assets, objective evidence of impairment could include:

  • Significant financial difficulty of the issuer or counterparty; or

  • Breach of contract, such as a default or delinquency in interest or principal payments; or

  • It is becoming probable that the borrower will enter bankruptcy or financial re-organization; or

  • Disappearance of an active market for that financial asset because of financial difficulties.

  • a) Financial assets carried at amortized cost

For discounts and loans and receivables, assets are assessed for impairment on a collective basis even if they were assessed as not impaired individually. Objective evidence of impairment for a portfolio of loans and receivables could include the our past experience of collecting payments, an increase in the number of delayed payments in the portfolio, as well as observable changes in national or local economic conditions that correlate with default on loans and receivables.

For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If the amount of the impairment loss decreases in a subsequent period and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

48

b) Available-for-sale financial assets

For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

  • c) Financial assets measured at cost

For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of discounts and loans, receivables and nonaccrual loans other than discounts and loans, where the carrying amount is reduced through an allowance account.

We evaluate possible losses on specific loans on the basis of the borrowers’ financial situation, their ability to repay principals and interests, and the values of collaterals in accordance with “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/ Nonaccrual Loans” (the “Regulations”). The Regulations require that loans should be categorized by collectability and specify the minimum allowance for possible losses and reserve for guarantee obligations using prescribed percentages.

When a loan or receivable is considered uncollectible, it may be written off on the approval of our Board of Directors or Managing Directors. The subsequent collections of written-off loans are credited against provision for possible losses.

  • 3) Derecognition of financial assets

We derecognize a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers substantially all the risks and rewards of ownership of the financial asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss.

Intangible Assets

Intangible assets acquired in a business combination are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortization and accumulated impairment loss.

49

Euro Convertible Bonds

Euro convertible bonds that contain both liability and conversion option derivative components are classified separately into respective items on initial recognition. The conversion option that will be settled other than by the exchange of a fixed amount of cash or other financial asset for a fixed number of our own equity instruments is classifies as a conversion option derivative. At the date of issue, both the liability and conversion option derivative components are recognized at fair value.

In subsequent periods, the liability component of the Euro Convertible Bonds is measured at amortized cost using the effective interest method. The conversion option derivative is measured at fair value and the changes in fair value are recognized in profit or loss.

Transaction costs related to the issuance of Euro Convertible Bonds are included in the carrying amount of the liability component and are amortized over the lives of Euro Convertible Bonds using the effective interest method.

Income Tax

Income tax expense represents the sum of tax currently payable and deferred tax expense.

  • 1) Current tax expense

Interim period income tax expense is calculated by applying to an interim period’s pre-tax income with the tax rate that would be applicable to expected total annual earnings.

An additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax expense

Deferred tax expense represents adjustments to deferred tax assets and liabilities.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which we expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforwards, and unused tax credits for research and development expenditures and personnel training expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered.

50

  • 3) Current and deferred tax for the period

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

Income Recognition

Interest income from discounts and loans is recorded on the accrual basis. For nonaccrual loans, interest income is recognized only when collections on these obligations are made. Under the regulations of the Banking Bureau under the Financial Supervisory Commission, the interest income on credits covered by agreements that extend their maturity is recorded as deferred income and recognized upon collection.

Service fee income is recognized as loans are provided or services have been completed.

The gain or loss on the disposal or recovery of acquired receivables is accounted for by the effective interest method. The administration revenue from managing acquired loans is recognized monthly on an accrual basis. The advance administration revenue is amortized on a straight-line method over the estimated recovery period.

Impairment of Assets

At the end of each reporting period, we review the carrying amounts of their tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to the individual cashgenerating units; otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.

When the recoverable amount increases in a subsequent period, the reversal of an impairment loss is recognized immediately in profit or loss. The carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years.

Acquisition of Another Financial Institution’s Business

Acquisitions of another financial institution are accounted for using the purchase method if acquisitions comply with business combination. The consideration transferred in acquisitions of another financial institution is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by us, liabilities incurred by us to the former owners of the acquiree and the equity interests issued by us in exchange for control of the acquiree.

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Average Balance Sheets and Interest Rates

The following table sets forth our daily average balances, interest income and expense, and average interest rates for the periods indicated.

Interest-earning assets:
Cash and cash equivalents— deposit due from
other banks . . . . . . . . . . . . . . . . . . . . . . . . .
Due from the Central Bank and other banks . .
Financial assets at fair value through profit or
loss—government bonds . . . . . . . . . . . . . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables—credit card revolving
balances . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans . . . . . . . . . . . . . . . . . . . .
Available-for-sale financial assets (excluding
stocks) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity financial assets . . . . . . . . . . .
Debt investments with no active market . . . . .
Guarantee deposits for financial instrument
agreements . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest-earning assets . . . . . . . . . . . . . . . . .
Less: booked as service fee income . . . . . . . . . . . . .
Total interest income . . . . . . . . . . . . . . . . . . . . . .
Less: allowance for possible losses . . . . . . . . . . . . .
Total interest-earning assets (net) . . . . . . . . . . . . . .
Noninterest earning assets . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing liabilities:
Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term loans . . . . . . . . . . . . . . . . . . . . . . .
Demand deposits . . . . . . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . .
Negotiable certificates of deposit . . . . . . . . . . .
Domestic bank debentures . . . . . . . . . . . . . . .
Euro convertible bonds . . . . . . . . . . . . . . . . . .
Other financial liabilities—principal of
structured notes . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities—securities sold
under repurchase agreements . . . . . . . . . . . .
Automobile financing obligations . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest-bearing liabilities . . . . . . . . . . . . . .
Noninterest-bearing liabilities and shareholders’
equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and shareholders’ equity . . . . . . .
52
As of and for the Year Ended December 21, As of and for the Year Ended December 21, As of and for the Year Ended December 21, As of and for the Nine Months Ended September 30, As of and for the Nine Months Ended September 30,
2010 2011 2012 2012 2013
Average
Balance
Interest
Income
Expense
Average
Rate(1)
Average
Balance
Interest
Income
Expense
Average
Rate(1)
Average
Balance
Interest
Income
Expense
Average
Rate(1)
Average
Balance
Interest
Income
Expense
Average
Rate(1)
Average
Balance
Interest
Income
Expense
Average
Rate(1)
(Unaudited)
(NT$ in millions, except for percentage)

1,311.0
0.9
0.07%
2,079.1
4.6
0.22%
1,615.6
3.9
0.24%
1,647.1
3.5
0.28%
1,648.4
1.1
0.09%
77,320.3
455.0
0.59% 83,822.0
667.0
0.80% 83,144.4
714.1
0.86% 84,883.4
545.2
0.86% 75,099.5
479.5
0.85%

1,909.8
37.5
1.95%
2,062.8
39.3
1.91%
1,590.7
28.3
1.78%
1,572.6
20.6
1.75%
2,081.3
24.9
1.60%

541.9
1.3
0.24%
169.0
1.2
0.69%
8,274.3
60.8
0.74%
5,313.3
29.7
0.74% 18,447.3
86.6
0.63%
11,773.8 1,445.5
12.28% 10,801.7 1,274.1
11.80% 10,622.3 1,209.9
11.39% 10,655.3
910.5
11.39% 10,515.4
856.9
10.87%
222,454.1 5,242.3
2.36% 255,376.9 6,302.6
2.48% 280,506.8 7,763.4
2.77% 279,786.6 5,736.9
2.73% 301,474.8 6,913.0
3.06%
14,384.7
197.6
1.37% 15,811.8
208.7
1.32%
9,889.0
117.3
1.19%
9,695.0
86.9
1.20% 13,752.6
119.5
1.16%

2,543.2
52.5
2.06%
3,299.7
87.4
2.65%
2,850.2
78.4
2.75%
3,111.1
62.4
2.67%
2,365.7
40.1
2.26%

4,181.7
71.0
1.70%
3,696.5
62.7
1.70%
4,417.6
85.9
1.94%
4,484.4
68.2
2.03%
3,748.0
57.6
2.05%

1,400.1
1.1
0.08%
2,081.7
1.1
0.05%
1,840.5
1.6
0.09%
1,829.9
1.1
0.08%
1,983.7
1.1
0.08%


161.0


63.7


90.5


155.5


169.4

337,820.6 7,665.7
2.27%379,201.2 8,712.4
2.30%404,751.4 10,154.1
2.51%402,978.7 7,620.5
2.52%431,116.7 8,749.7
2.71%

603.1
633.1
614.6
475.1
423.4

7,062.6
8,079.3
9,539.5
7,145.4
8,326.3

5,470.0
5,497.5
5,035.4
5,247.0
4,841.8
332,350.6
373,703.7
399,716.0
397,731.7
426,274.9
44,312.5
46,744.8
48,703.0
48,609.2
49,132.1
376,663.1
420,448.5
448,419.0
446,340.9
475,407.0

8,923.2
68.5
0.77% 12,784.2
138.0
1.08% 14,102.0
150.8
1.07% 13,903.6
125.3
1.20% 21,320.8
94.1
0.59%

1,258.7
10.6
0.84%
1,212.1
13.5
1.12%
1,182.2
15.5
1.31%
1,238.9
12.1
1.30%
468.0
4.7
1.35%
66,339.0
143.9
0.22% 78,174.9
193.6
0.25% 81,139.2
241.7
0.30% 80,931.1
142.2
0.23% 89,658.8
153.5
0.23%
236,570.7 1,868.1
0.79% 254,973.3 2,705.3
1.06% 271,371.4 3,186.9
1.17% 270,990.8 2,405.7
1.18% 280,903.8 2,272.8
1.08%
13,217.0
64.1
0.49% 20,255.7
177.5
0.88% 22,029.0
208.5
0.95% 21,283.9
153.4
0.96% 16,963.8
107.2
0.84%
15,756.8
209.6
1.33% 17,030.3
264.9
1.56% 21,481.8
364.1
1.70% 21,007.4
266.1
1.69% 21,528.1
276.0
1.71%













4,136.8
70.3
2.63%




368.1
3.6
0.97%
748.4
20.8
2.78%
718.8
15.3
2.84%
653.2
13.0
2.66%

411.9
0.5
0.12%
36.1

0.10%
25.7
0.1
0.54%
24.5
0.1
0.54%
232.5
0.3
0.19%


636.4


701.7

1,367.7

953.7

1,673.2



77.1


1.8

4.6

-1.9

-1.6

342,477.3 3,078.8
0.90%384,834.7 4,199.9
1.09%412,079.7 5,560.7
1.35%410,099.0 4,072.0
1.32%435,865.8 4,663.5
1.43%
34,185.8
35,613.8
36,339.3
36,241.9
39,541.2
376,663.1
420,448.5
448,419.0
446,340.9
475,407.0

Note:

(1) Average rate represents interest income or expense, as the case may be, divided by the daily average balance of the related asset or liability.

Results of Operations

The table below sets forth certain data relating to our results of operations for the periods indicated.

Interest income:
Cash and cash equivalents—deposit
due from other banks . . . . . . . . . . . . .
Due from the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . .
Financial assets at fair value through
profit or loss—government bonds . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . . . . . . .
Receivables—credit card revolving
balances . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans . . . . . . . . . . . . . . . .
Available-for-sale financial assets
(excluding stocks) . . . . . . . . . . . . . . .
Held-to-maturity financial assets . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . . . . . . .
Guarantee deposits for financial
instrument agreements . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest income. . . . . . . . . . . . . .
Interest cost:
Due to banks . . . . . . . . . . . . . . . . . . . . .
Short-term loans . . . . . . . . . . . . . . . . . .
Demand deposits . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . .
Negotiable certificates of deposit . . . . .
Domestic bank debentures . . . . . . . . . .
Euro convertible bonds . . . . . . . . . . . . .
Other financial liabilities—securities
sold under repurchase agreements . .
Automobile financing obligations . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest cost . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . .
Year Ended December 31,
Nine Months Ended
September 30,
2011
2012
2012
2012
2013
2013
NT$
NT$
US$
NT$
(unaudited)
NT$
US$
(in millions)
4.6
3.9
0.1
3.5
1.1

667.0
714.1
24.1
545.2
479.5
16.3
39.3
28.3
1.0
20.6
24.9
0.8
1.2
60.8
2.1
29.7
86.6
2.9
995.5
936.6
31.6
698.1
704.7
23.9
5,948.1
7,422.1
251.0
5,474.2
6,641.8
224.8
208.7
117.3
4.0
86.9
119.5
4.0
87.4
78.4
2.7
62.4
40.1
1.4
62.7
85.9
2.9
68.2
57.6
1.9
1.1
1.6
0.1
1.1
1.1

63.7
90.5
3.1
155.5
169.4
5.7
8,079.3
9,539.5
322.7
7,145.4
8,326.3
281.7
138.0
150.8
5.1
125.3
94.1
3.2
13.5
15.5
0.5
12.1
4.7
0.2
193.6
241.7
8.2
142.2
153.5
5.2
2,705.3
3,186.9
107.7
2,405.7
2,272.8
76.9
177.5
208.5
7.1
153.4
107.2
3.6
264.9
364.1
12.3
266.1
276.0
9.3




70.3
2.4

0.1

0.1
0.3

701.7
1,367.7
46.3
953.7
1,673.2
56.6
5.4
25.4
0.9
13.4
11.4
0.4
4,199.9
5,560.7
188.1
4,072.0
4,663.5
157.8
3,879.4
3,978.8
134.6
3,073.4
3,662.8
123.9
Nine Months Ended
September 30,
Nine Months Ended
September 30,
Nine Months Ended
September 30,
2010
NT$
0.9
455.0
37.5
1.3
1,184.5
4,900.2
197.6
52.5
71.0
1.1
161.0
7,062.6
68.5
10.6
143.9
1,868.1
64.1
209.6

0.5
636.4
77.1
3,078.8
3,983.8
2011
NT$
4.6
667.0
39.3
1.2
995.5
5,948.1
208.7
87.4
62.7
1.1
63.7
8,079.3
138.0
13.5
193.6
2,705.3
177.5
264.9


701.7
5.4
4,199.9
3,879.4
2013
(unaudited)
NT$
1.1
479.5
24.9
86.6
704.7
6,641.8
119.5
40.1
57.6
1.1
169.4
8,326.3
94.1
4.7
153.5
2,272.8
107.2
276.0
70.3
0.3
1,673.2
11.4
4,663.5
3,662.8
2013
US$

16.3
0.8
2.9
23.9
224.8
4.0
1.4
1.9

5.7
281.7
3.2
0.2
5.2
76.9
3.6
9.3
2.4

56.6
0.4
157.8
123.9

53

The following table sets forth certain information in respect of our net interest income, interest-earning assets and interest-bearing liabilities for the periods indicated:

Net interest margin(1) . . . . . . . . . . . . . . . . . . . . . . . .
Interest spread(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average interest-earning assets(3) . . . . . . . . . . . . . .
Average interest-bearing liabilities(4) . . . . . . . . . . .
As of or for the Year Ended
December 31,
As of or for the Nine
Months Ended
September 30,
2010
2011
2012
2012
2013
(NT$ in millions, except percentages)
1.36%
1.19%
1.13%
1.17%
1.26%
1.37%
1.21%
1.16%
1.20%
1.28%
337,820.6
379,201.2
404,751.4
402,978.7
431,116.7
342,477.3
384,834.7
412,079.7
410,099.0
435,865.8

Notes:

(1) Net interest margin represents net interest income (without deducting amount booked as service fee income) divided by daily average interest-earning assets. In order to enable a comparison with annual figures, net interest margin for each of the nine months ended September 30, 2012 and 2013 represents annualized net interest income divided by average interest-earning assets for the period.

(2) Interest spread represents the yield on average interest-earning assets minus the funding cost of average interest-earning liabilities.

(3) See the “Average Balance Sheets and Interest Rates” table above for a breakdown of average interest-earning assets. (4) See the “Average Balance Sheets and Interest Rates” table above for a breakdown of average interest-bearing liabilities.

Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2013

Interest income . Interest income increased 16.5% to NT$8,326.3 million (US$281.7 million) for the nine months ended September 30, 2013 from NT$7,145.4 million for the nine months ended September 30, 2012, primarily due to an increase in the volume of our interest-earning assets primarily attributable to an increase in our business loans and an increase in the average interest rate. Average interest-earning assets increased 7.0% to NT$431.1 billion (US$14.6 billion) for the nine months ended September 30, 2013 from NT$403.0 billion for the same period in 2012. The yield on interest-earning assets increased 19 basis points to 2.71% for the nine months ended September 30, 2013 from 2.52% for the same period in 2012, primarily due to an increase in the interest rate for our loans.

Interest cost . Interest cost increased 14.5% to NT$4,663.5 million (US$157.8 million) for the nine months ended September 30, 2013 from NT$4,072.0 million for the nine months ended September 30, 2012, primarily due to an increase in the volume of our automobile loans attributable to an increase in the balance of our automobile financing obligations and our issuance of convertible bonds in January 2013, partially offset by a decrease in time deposit interest expense as a result of a decrease in time deposit interest rates. Average interestbearing liabilities increased 6.3% to NT$435.9 billion (US$14.7 billion) for the nine months ended September 30, 2013 from NT$410.1 billion for the ended September 30, 2012. The cost of interest-bearing liabilities increased 11 basis points to 1.43% for the nine months ended September 30, 2013 from 1.32% for the same period in 2012, primarily due to an increase in the balance of our automobile financing obligations.

Net interest income . As a result of the foregoing, net interest income increased 19.2% to NT$3,662.8 million (US$123.9 million) for the nine months ended September 30, 2013 from NT$3,073.4 million for the nine months ended September 30, 2012.

Net interest margin . Net interest margin increased nine basis points to 1.26% for the nine months ended September 30, 2013 from 1.17% for the nine months ended September 30, 2012. This increase was primarily due to an increase in the interest rate for our loans and an decrease in interest rate paid to time depositors.

Net service fee income and commission income . Net service fee income and commission income increased 11.5% to NT$2,131.4 million (US$72.1 million) for the nine months ended September 30, 2013 from

54

NT$1,912.2 million for the nine months ended September 30, 2012, primarily due to an increase in service fee income from loans, insurance and sale of funds, partially offset by a decrease in service fee income from credit cards.

Noninterest income and gains, net . Noninterest income and gains increased 7.9% to NT$3,440.6 million (US$116.4 million) for the nine months ended September 30, 2013 from NT$3,189.2 million for the nine months ended September 30, 2012, primarily due to an increase in net service fee income and commission income and an increase in net foreign exchange gain resulting from depreciation of Taiwan dollars, partially offset by a decrease in our net gain on available-for-sale financial assets due to loss derived from sale of certain bonds and equity stocks held by us, and a decrease in net gain on reversal of provision for asset impairment loss.

Net profit . As a result of the foregoing, our net profit increased 13.4% to NT$7,103.4 million (US$240.3 million) for the nine months ended September 30, 2013 from NT$6,262.6 million for the nine months ended September 30, 2012.

Reversal of provision for possible losses and guarantee obligations reserve . Reversal of provision for possible losses and guarantee obligations reserve decreased 45.4% to NT$320.4 million (US$10.8 million) for the nine months ended September 30, 2013 from NT$587.1 million for the same period in 2012, reflecting an increase in provision for possible losses of normal credit assets as a result of increase in coverage ratio. Our NPL ratio was 0.36% at September 30, 2013, compared to 0.48% at September 30, 2012, primarily because we wrote off our NPL to ProMos in March 2013.

Operating expenses . Operating expenses decreased 0.1% to NT$4,316.9 million (US$146.0 million) for the nine months ended September 30, 2013 from NT$4,321.8 million for the nine months ended September 30, 2012.

Income before income tax . As a result of the foregoing, the income before income tax increased 22.9% to NT$3,106.9 million (US$105.1 million) for the nine months ended September 30, 2013 from NT$2,527.9 million for the nine months ended September 30, 2012.

Income tax expense . Income tax expense increased 39.2% to NT$379.2 million (US$12.8 million) for the nine months ended September 30, 2013 from NT$272.4 million for the nine months ended September 30, 2012. The effective tax rate was 12.2% for the nine months ended September 30, 2013 compared to 10.8% for the same period in 2012 as a result of an increase in our deferred income tax expense.

Consolidated net income . As a result of the foregoing, consolidated net income increased 20.9% to NT$2,727.7 million (US$92.3 million) for the nine months ended September 30, 2013 from NT$2,255.5 million for the nine months ended September 30, 2012.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Interest income . Interest income increased 18.1% to NT$9,539.5 million (US$322.7 million) in 2012 from NT$8,079.3 million in 2011, primarily due to an increase in the volume of our interest-earning assets primarily attributable to an increase in our business loans and an increase in the average interest rate. Average interestearning assets increased 6.8% to NT$404.8 billion (US$13.7 billion) in 2012 from NT$379.2 billion in 2011. The yield on interest-earning assets increased 21 basis points to 2.51% in 2012 from 2.30% in 2011 as a result of an increase in the interest rate for our loans.

Interest cost . Interest cost increased 32.4% to NT$5,560.7 million (US$188.1 million) in 2012 from NT$4,199.9 million in 2011, primarily due to an increase in our time deposit and an increase in time deposit rates and an increase in the volume of our automobile loans attributable to an increase in the balance of our automobile financing obligations. Average interest-bearing liabilities increased 7.1% to NT$412.1 billion (US$13.9 billion)

55

in 2012 from NT$384.8 billion in 2011. The cost of interest-bearing liabilities increased 26 basis points to 1.35% in 2012 from 1.09% in 2011, primarily due to an increase in time deposit interest rate and an increase in automobile financing obligations.

Net interest income . As a result of the foregoing, net interest income increased 2.6% to NT$3,978.8 million (US$134.6 million) in 2012 from NT$3,879.4 million in 2011.

Net interest margin . Net interest margin decreased six basis points to 1.13% in 2012 from 1.19% in 2011. The decrease in net interest margin in 2012 was primarily due to an increase in interest rate paid to time depositors.

Net service fee income and commission income . Net service fee income and commission income increased 13.6% to NT$2,585.1 million (US$87.5 million) in 2012 from NT$2,276.0 million in 2011, primarily due to an increase in service fee income from credit cards and insurance and sale of funds, partially offset by a decrease in service fee income from loans.

Noninterest income and gain, net . Noninterest income and gain increased 18.3% to NT$5,661.3 million (US$191.5 million) in 2012 from NT$4,784.9 million in 2011, primarily due to an increase in net service fee income and commission income and an increase in our net gain on financial assets and liabilities at fair value through profits or loss and net gain on available-for-sale financial assets.

Net profit . As a result of the foregoing, our net profit increased 11.3% to NT$9,640.1 million (US$326.1 million) in 2012 from NT$8,664.3 million in 2011.

Provision for possible losses and guarantee obligations reserve . Our provision for possible losses and guarantee obligations reserve increased 7.6% to NT$897.3 million (US$30.4 million) in 2012 from NT$834.2 million in 2011, so that we were able to improve our coverage ratio. Our NPL ratio was 0.46% at December 31, 2012 compared to 0.22% at December 31, 2011, primarily because our loan to ProMos were reported as NPL beginning in April 2012.

Operating expenses . Operating expenses increased 9.6% to NT$5,815.1 million (US$196.7 million) in 2012 from NT$5,306.5 million in 2011, primarily due to an increase in our personnel expenses.

Income before income tax . As a result of the foregoing, our income before income tax increased 16.0% to NT$2,927.7 million (US$99.0 million) in 2012 from NT$2,523.6 million in 2011.

Income tax expense . Income tax expense increased significantly to NT$364.3 million (US$12.3 million) in 2012 from NT$150.4 million in 2011. The effective tax rate was 12.4% in 2012 compared to 6.0% in 2011 as a result of reversal of provision for deferred income tax asset valuation.

Consolidated net income . As a result of the foregoing, net income increased 8.0% to NT$2,563.4 million (US$86.7 million) in 2012 to NT$2,373.2 million in 2011.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Interest income . Interest income increased 14.4% to NT$8,079.3 million in 2011 from NT$7,062.6 million in 2010, primarily due to an increase in the volume of our interest-earning assets as a result of an increase in our business of loans. Average interest-earning assets increased 12.3% to NT$379.2 billion in 2011 from NT$337.8 billion in 2010. The yield on interest-earning assets increased 3 basis points to 2.30% in 2011 from 2.27% in 2010 as a result of an increase in the interest rates for our discounts and loans and amounts due from CBC and other banks.

56

Interest cost . Interest cost increased 36.4% to NT$4,199.9 million in 2011 from NT$3,078.8 million in 2010, primarily due to an increase in the volume of and interest rate on deposits. Average interest-bearing liabilities increased 12.4% to NT$384.8 billion in 2011 from NT$342.5 billion in 2010. The cost of interestbearing liabilities increased 19 basis points to 1.09% in 2011 from 0.90% in 2010, primarily due to a general increase in deposit interest rates.

Net interest income . As a result of the foregoing, net interest income decreased 2.6% to NT$3,879.4 million in 2011 from NT$3,983.8 million in 2010.

Net interest margin . Net interest margin decreased 17 basis points to 1.19% in 2011 from 1.36% in 2010. The decrease in net interest margin in 2011 was primarily due to an increase in interest rates we paid to our depositors.

Net service fee income and commission income . Net service fee income and commission income increased 0.8% to NT$2,276.0 million in 2011 from NT$2,257.5 million in 2010.

Noninterest income and gain, net . Noninterest income and gain increased 1.5% to NT$4,784.9 million in 2011 from NT$4,714.1 million in 2010, primarily due to the recovery of NPL from AIG Credit Card and an increase in income from derivative trading and stock trading, partially offset by our net foreign exchange loss and the loss on our equity-method investments.

Net profit . As a result of the foregoing, our net profit decreased 0.4% to NT$8,664.3 million in 2011 from NT$8,697.9 million in 2010.

Provision for possible losses and guarantee obligations reserve . Our provision for possible losses and guarantee obligations reserve increased 23.6% to NT$834.2 million in 2011 from NT$675.0 million in 2010, so that we were able to improve our coverage ratio. Our NPL ratio was 0.22% at December 31, 2011 compared to 0.50% at December 31, 2010.

Operating expenses . Operating expenses increased 6.7% to NT$5,306.5 million in 2011 from NT$4,973.7 million in 2010, primarily due to an increase in wages and salaries, an increase in advertisement and other expenses in connection with the promotion of our credit card business as well as an increase in the total number of our branches.

Income before income tax . As a result of the foregoing, our income before income tax decreased 17.2% to NT$2,523.6 million in 2011 from NT$3,049.2 million in 2010.

Income tax expense . Income tax expense decreased significantly to NT$150.4 million in 2011 from NT$852.8 million in 2010. The effective tax rate was 6.0% in 2011 compared to 28.0% in 2010 as a result of decrease in our taxable income and provision for deferred income tax asset valuation.

Consolidated net income . As a result of the foregoing, net income increased 8.0% to NT$2,373.2 million in 2011 to NT$2,196.4 million in 2010.

Financial Condition

Assets

Total assets . Our total assets as of September 30, 2013 was NT$491.2 billion (US$16.6 billion). Total assets increased 6.2% to NT$465.5 billion (US$15.7 billion) as of December 31, 2012 from NT$438.5 billion as of December 31, 2011. Total assets increased 4.8% to NT$ 438.5 billion as of December 31, 2011 from NT$418.4 billion as of December 31, 2010.

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Financial assets . Financial assets consist of financial assets at fair value through profit or loss, available-forsale financial assets, held-to-maturity financial assets, investments accounted for by the equity method, debt investments with no active market and other financial assets. Our financial assets as of September 30, 2013 was NT$52.1 billion (US$1.8 billion). Financial assets decreased 3.3% to NT$46.5 billion (US$1.6 billion) as of December 31, 2012 from NT$48.1 billion as of December 31, 2011, primarily due to the sale of government bonds, foreign corporate bonds, foreign bank debentures and credit-linked notes we held, partially offset by our purchases of convertible bonds, negotiable certificates of deposit, commercial paper and master agreement related to convertible bonds asset swap. Financial assets decreased 2.6% to NT$48.1 billion as of December 31, 2011 from NT$49.4 billion as of December 31, 2010, primarily due to the sales of the convertible bonds, government bonds and stocks we held, partially offset by our purchases of foreign corporate bonds and credit-linked notes.

Discounts and loans, net . Our discounts and loans as of September 30, 2013 was NT$316.9 billion (US$10.7 billion). Discounts and loans increased 4.0% to NT$280.2 billion (US$9.5 billion) as of December 31, 2012 from NT$269.5 billion as of December 31, 2011. This increase was due to an increase in consumer loans, partially offset by a decrease in corporate loans and an increase in allowance for possible losses. Discounts and loans increased 14.0% to NT$269.5 billion as of December 31, 2011 from NT$236.4 billion as of December 31, 2010, reflecting a significant increase in corporate loans as well as consumer loans.

Liabilities

Total liabilities . Our total liabilities as of September 30, 2013 was NT$462.7 billion (US$15.7 billion). Total liabilities increased 6.1% to NT$438.9 billion (US$14.8 billion) as of December 31, 2012 from NT$413.8 billion as of December 31, 2011, primarily due to an increase in deposits and remittances an increase in bank debentures as a result of our issuance of bank debentures in June 2012. Total liabilities increased 4.6% to NT$413.8 billion as of December 31, 2011 from NT$395.5 billion as of December 31, 2010, primarily due to a significant increase in deposits and remittances.

Deposits and remittances . Our deposits and remittances as of September 30, 2013, was NT$392.6 billion (US$13.3 billion). Of our domestic interest-bearing deposits as of September 30, 2013, consumer deposits accounted for 34.0% and corporate deposits accounted for 66.0%. Deposits and remittances increased 5.9% to NT$391.9 billion (US$13.3 billion) as of December 31, 2012 from NT$370.0 billion as of December 31, 2011, primarily reflecting a 5.7% increase in our demand deposits, and a 5.6% increase in our time deposits. Of our domestic interest-bearing deposits as of December 31, 2012, consumer deposits accounted for 34.2% and corporate deposits accounted for 65.8%. Deposits and remittances increased 6.4% to NT$370.0 billion as of December 31, 2011 from NT$347.9 billion as of December 31, 2010, primarily reflecting a 6.1% decrease in our demand deposits and a 6.4% increase in our time deposits. Of our domestic interest-bearing deposits as of December 31, 2011, consumer deposits accounted for 34.9% and corporate deposits accounted for 65.1%.

Contingent liabilities and commitments

As of September 30, 2013 contingent liabilities and commitments included NT$11.0 billion (US$372.3 million) in irrevocable loan commitments, NT$12.4 billion (US$420.5 million) in financial guarantees and standby letters of credit, NT$150.0 billion (US$5.1 billion) in unused credit card credit limits, NT$11.6 billion (US$392.1 million) in commitments to repurchase or resale bonds and securities and NT$1,007.5 million (US$34.1 million) in rentals payable for the next five years. We anticipate that not all of the above commitments will be utilized before the agreed upon expiration or other termination clauses. The amount of unused commitments therefore does not necessarily represent future funding requirements. We typically allow credit card commitments to be renewed in the absence of delinquencies or other credit deterioration.

In addition to the credit commitments outlined above, we also have credit exposure to our counterparties in connection with our trading activities. This includes the exposure which arises when we enter into swap or other

58

derivative contracts with counterparties that have long-term obligations to make payments to us. We manage this credit exposure separately from our other credit exposures, including through the use of counterparty limits. Collateral or guarantees may also be required, depending on the counterparty’s credit standing. Transactions with other banks are made within the trading limit set for each bank based on its credit rating.

No Significant Interruptions

There has been no interruption in our business that has a material adverse effect on our financial position and results of operations in the 36 months period prior to the date of this offering memorandum.

59

DESCRIPTION OF ASSETS AND LIABILITIES

The financial and operating data set forth in the following discussion is presented in a format which differs in certain respects from the presentation format we use when preparing our financial statements in accordance with ROC GAAP or Taiwan-IFRSs, as the case may be. Accordingly, certain of the financial information contained in the following discussion is not directly comparable to the financial information contained in our financial statements included in the F-pages of this offering memorandum.

Credit Exposure

Our total credit exposure is comprised of funded credit exposure, consisting of loans, credit card revolving balances and other credit card receivables, and contingent liabilities in respect of other credit commitments, consisting principally of undrawn committed lines of credit, unused credit card credit limits and obligations to honor guarantees, acceptances, letters of credit, repurchase agreements and the like.

The following table sets forth our loan exposure by product as of the dates indicated:

Loan exposure
Mortgage loans . . . . . .
Personal loans(1) . . . . .
Automobile loans . . . .
Other . . . . . . . . . . . . . .
Total consumer
loans . . . . . . . .
Corporate loans—NT
dollar . . . . . . . . . . . .
Corporate loans—
foreign
currencies . . . . . . . .
Total corporate
loans . . . . . . . .
Total loans(2) . . .
Credit card revolving
balances(3) . . . . . . .
SME loans(4) . . . . . . .
As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of September 30, As of September 30, As of September 30, As of September 30,
2010 2011 2012 2012 2013
NT$
110,009.7
6,794.3
5,841.9
5,214.9
%
45.9
2.8
2.4
2.2
%
41.9
3.1
8.4
1.9
127,860.8
85,404.3
26,693.7
53.3
35.6
11.1
147,540.6
96,938.0
29,755.5
53.8
35.3
10.9
162,511.1
95,160.9
26,129.4
57.3
33.5
9.2
158,939.3
97,386.7
26,893.4
56.1
34.4
9.5
177,382.8
114,393.4
29,177.3
55.3
35.6
9.1
112,098.0 **46.7 ** 126,693.5 **46.2 ** 121,290.3 **42.7 ** 124,280.1 **43.9 ** 143,570.7 44.7
239,958.8
11,220.8
10,495.9
100.0
4.4
274,234.1
10,774.4
10,612.5
100.0
3.9
283,801.4
10,676.4
14,119.6
100.0
5.0
283,219.4
10,621.8
12,154.3
100.0
4.3
320,953.5
10,471.5
16,295.7
100.0
5.1

Notes:

(1) Represents unsecured personal loans and secured personal loans.

(2) Total loans represent gross loans without deduction for allowance for possible losses. (3) Booked as receivables.

(4) SME loans balances are included in Corporate loans—NT dollar.

As of September 30, 2013, our total contingent liabilities in respect of guarantees and letters of credit were NT$12.4 billion (US$420.5 million).

60

Borrower concentration

Under FSC policies pursuant to the ROC Banking Law, Taiwan banks are restricted from maintaining financial exposure to any single person or related persons in excess of certain prescribed percentages of the bank’s total net worth. The amount of the percentage limitation is based on whether the customer is a stateowned entity, a corporate entity or an individual, and whether the loans are secured or unsecured. See “Regulation of the ROC Banking Industry—Asset Quality and Lending Requirements—Restrictions on credit exposure to non-related parties”.

The following tables set forth information on our ten largest credit exposures to customer groups as of the dates indicated.

Borrower concentration—
by customer group
Customer group A . . . . . . . .
Customer group B . . . . . . . . .
Customer group C . . . . . . . . .
Customer group D . . . . . . . .
Customer group E . . . . . . . . .
Customer group F . . . . . . . . .
Customer group G . . . . . . . .
Customer group H . . . . . . . .
Customer group I . . . . . . . . .
Customer group J . . . . . . . . .
Total . . . . . . . . . . . . . . .
As of September 30, 2013
Industry
Steel rolling and extruding
Non-categorized and other financial intermediaries
Ocean freight transportation forwarding services
Semiconductor packaging and testing industry
Artificial fiber
Petroleum and coal product manufacturing
Non-categorized and other financial intermediaries
Automobile manufacturing
Non-categorized and other financial intermediaries
Non-categorized and other parts and components
manufacturing
Total
Balances of
Credit
Extensions
% of Net
Worth
NT$
%
(unaudited) (in
millions, except
percentages)
5,342.8
19
3,166.5
11
2,747.9
10
2,436.5
9
2,272.1
8
2,252.6
8
2,250.0
8
1,979.4
7
1,907.3
7
1,712.9
6
26,068.0
93
% of Net
Worth

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As of December 31, 2012

As of December 31, 2012
Borrower concentration—
by customer group
Customer group A . . . . . . . .
Customer group C . . . . . . . . .
Customer group B . . . . . . . . .
Customer group F . . . . . . . . .
Customer group G . . . . . . . .
Customer group E . . . . . . . . .
Customer group K . . . . . . . .
Customer group L . . . . . . . . .
Customer group M . . . . . . . .
Customer group N . . . . . . . .
Total . . . . . . . . . . . . . . .
Industry
Non-categorized and other basic metal manufacturing
Ocean freight transportation forwarding services
Non-categorized and other financial intermediaries
Petroleum and coal product manufacturing
Non-categorized and other financial intermediaries
Artificial fiber
Non-categorized and other financial intermediaries
Liquid crystal panel and components manufacturing
Non-categorized and other financial intermediaries
Liquid crystal panel and components manufacturing
Total
Balances of
Credit
Extensions
% of Net
Worth
NT$
%
(unaudited) (in
millions, except
percentages)
4,217.4
16
2,973.8
11
2,639.0
10
2,479.7
9
2,418.7
9
2,014.8
8
1,860.3
7
1,736.4
7
1,716.0
6
1,690.0
6
23,746.1
89
% of Net
Worth

Loans by principal amount

We extend loans of varying principal amounts. As of September 30, 2013, 69.92% of our total loans were comprised of loans with principal amounts of less than NT$100 million. Loans with principal amounts of less than NT$50 million consist primarily of consumer loans, while loans with principal amounts of more than NT$100 million consist primarily of corporate loans.

The following table sets forth information on our total loans by principal amount as of the dates indicated.

Loans—by principal amounts
Up to NT$1 million . . . . . . . . . . . . . . . . . . . . . .
NT$1 million to NT$5 million . . . . . . . . . . . . . .
NT$5 million to NT$10 million . . . . . . . . . . . . .
NT$10 million to NT$50 million . . . . . . . . . . . .
NT$50 million to NT$100 million . . . . . . . . . . .
NT$100 million to NT$500 million . . . . . . . . . .
Over NT$500 million . . . . . . . . . . . . . . . . . . . . .
Total loans(1) . . . . . . . . . . . . . . . . . . . . . . .
Loans—by principal amounts
Up to NT$1 million . . . . . . . . . . . . . . . . . . . . . .
NT$1 million to NT$5 million . . . . . . . . . . . . . .
NT$5 million to NT$10 million . . . . . . . . . . . . .
NT$10 million to NT$50 million . . . . . . . . . . . .
NT$50 million to NT$100 million . . . . . . . . . . .
NT$100 million to NT$500 million . . . . . . . . . .
Over NT$500 million . . . . . . . . . . . . . . . . . . . . .
Total loans(1) . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2012
As of September 30, 2013
Number
of
Loans
Loan
Balance
% of
Total
Number
of
Loans
Loan
Balance
Loan
Balance
% of
Total
(unaudited)
NT$
%
NT$
US$
%
(in millions, except percentages and number of loans)
230,033
44,212
17.10 252,013
53,416
1,807
18.20
38,376
82,045
31.73
39,606
85,339
2,887
29.06
3,934
26,471
10.24
4,340
29,102
985
9.91
1,237
23,482
9.08
1,357
25,540
864
8.70
128
10,096
3.90
154
11,902
403
4.05
167
40,940
15.83
185
43,975
1,488
14.98
26
31,340
12.12
32
44,348
1,500
15.10
273,901 258,586 100.00 297,687 293,622
9,934
100.00
As of September 30, 2013 As of September 30, 2013 As of September 30, 2013 As of September 30, 2013
Number
of
Loans
Loan
Balance
Loan
Balance
% of
Total
100.00

Note:

(1) Excluding offshore banking unit loans, overseas branch loans, inward and outward documentary bills and NALs.

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Loans by maturity

As of September 30, 2013, approximately 20.6% of our total loans had maturities of one year or less. Substantially all of our short-term loans are renewed at maturity, subject to relevant loan review procedures. We actively manage the maturity profile of our loan portfolio as part of the management of our exposure to changes in market interest rates and our funding and liquidity requirements. Although a significant percentage of our total loans have original maturities of more than one year, substantially all of our loans are typically either floating rate loans or loans that re-price within a period of less than one year. See “Description of Assets and Liabilities—Risk management—Market risk”.

The following table sets forth an analysis of our loans by original maturity as of the dates indicated.

Loan Maturity
Short-term(1) . . . . . . . . . . . . . . . .
Medium-term(2) . . . . . . . . . . . . .
Long-term(3) . . . . . . . . . . . . . . . .
Total Loans(4) . . . . . . . . . . . . . .
Loan Maturity
Short-term(1) . . . . . . . . . . . . . . . .
Medium-term(2) . . . . . . . . . . . . .
Long-term(3) . . . . . . . . . . . . . . . .
Total Loans(4) . . . . . . . . . . . . . .
As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of September 30, As of September 30, As of September 30, As of September 30,
2010 2011 2012 2012 2013
NT$
56,373
50,263
110,451
%
26.0
23.1
50.9
%
20.6
34.1
45.3
**217,087 ** **100.0 ** **246,510 ** **100.0 ** **258,586 ** **100.0 ** **256,731 ** **100.0 ** **293,622 ** 100.0

Notes:

(1) Original maturity of one year or less.

(2) Original maturity of more than one year or seven years or less.

(3) Original maturity of more than seven years.

(4) Excluding offshore banking unit and overseas branch loans, inward and outward documentary bills and NALs.

Secured loans by collateral type

As of September 30, 2013, we had loans of NT$213,433.6 million, or 66.5% of our total loans, that were fully secured by collateral. We typically obtain a first priority security interest in collateral, although we may, in limited circumstances, accept a junior ranked security interest. The types of collateral we accept include real estate, marketable securities, machinery and other movable property, deposits and other appraisable items. Typically, we use an in-house appraisal team, which applies various valuation methodologies, to appraise collateral. We generally lend up to 70 to 80% of the appraised value of real estate and up to 60% of the market value of publicly traded marketable securities. We generally do not lend against non-publicly traded securities.

We monitor the value of our borrowers’ collateral and perform appraisal valuations to determine the value of such collateral. The frequency of such appraisal valuations depends on the collateral type. For example, listed equity securities are appraised on a daily basis. When we believe there has been a significant drop in the value of mortgage loan collateral, we will reassess and mark-to-market the value of the collateral. We typically require borrowers whose collateral value declines to a certain level to provide us with additional collateral or to repay a portion or the entire amount of the loan.

We generally do not perform periodic appraisal valuations of collateral which secures syndicated loans for which we are not the collateral agent, since we are unable to exercise control over the collateral. For these syndicated loans, we typically value the collateral at its appraised value at the time the loan was made.

63

The following table sets forth information on the amount of our secured loans by collateral type as of the dates indicated. Loans that are only partially secured by collateral are reflected in the table to the extent of the secured portion.

Types of collateral
Real estate . . . . . . . . .
Movable property . . . .
Marketable
securities . . . . . . . . .
Deposits . . . . . . . . . . .
Other . . . . . . . . . . . . . .
Total secured
loans . . . . . . . . . . . .
Secured loans as
percentage of total
loans . . . . . . . . . . . .
As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of September 30, As of September 30, As of September 30, As of September 30,
2010 2011 2012 2012 2013
NT$
121,960.4
18,878.1
11,428.2
7,274.0
1,919.8
%
75.5
11.7
7.1
4.5
1.2
%
72.4
16.7
7.7
1.9
1.3
**161,460.5 ** **100.0 ** **183,032.8 ** **100.0 ** **194,564.2 ** **100.0 ** **190,307.1 ** **100.0 ** **213,433.6 ** 100.0
67.3 66.7 68.6 67.2 66.5

Corporate loan exposure

We report our industry concentration exposure to the CBC on a monthly basis, using the industry classification guidelines prescribed by the CBC.

Loans to the manufacturing sector and financial sector constituted the two largest areas of concentration as of September 30, 2013, representing 32.08% and 15.23% of our total domestic loans, respectively. We have established internal policies on maintaining a diversified portfolio. We set internal guidelines annually which limit our exposure to certain sectors, and monitor those exposures periodically.

64

The following table sets forth information on our corporate loan exposure as of the dates indicated, classified in accordance with the CBC industry classifications.

Corporate loans—by
industry
Electronics . . . . . . . . .
Petrochemicals . . . . . .
Steel . . . . . . . . . . . . . .
Textiles . . . . . . . . . . .
Others . . . . . . . . . . . .
Manufacturing . . . . .
Financial . . . . . . . . . .
Government
enterprises . . . . . . .
Government . . . . . . . .
Trading and retail . . .
Services . . . . . . . . . . .
Real estate and
construction . . . . . .
Others . . . . . . . . . . . .
Total domestic
loans . . . . . . .
As of December 31,
As of September 30,
2010
2011
2012
2012
2013
(unaudited)
Amount
NT$
%
Amount
NT$
%
Amount
NT$
%
Amount
NT$
%
Amount
NT$
%
(in millions, except percentages)
19,836
22.81
21,576
22.39
19,598
20.65
18,963
19.76
17,259
15.04
3,526
4.06
4,582
4.75
4,028
4.24
5,184
5.40
4,734
4.13
3,168
3.64
3,508
3.64
4,227
4.45
3,354
3.49
3,460
3.02
826
0.95
1,266
1.31
963
1.02
1,169
1.22
2,687
2.34
4,878
5.61
5,554
5.76
6,142
6.47
6,169
6.43
8,670
7.55
32,234
37.07
36,486
37.85
34,958
36.83
34,839
36.30
36,810
32.08
17,136
19.70
16,910
17.54
15,156
15.97
15,042
15.67
17,480
15.23
12,700
14.60
14,100
14.63
14,400
15.17
19,500
20.32
14,100
12.29
5,000
5.75
5,000
5.19
5,500
5.79
4,450
4.63
5,500
4.79
4,179
4.81
5,587
5.80
5,225
5.50
4,680
4.87
7,287
6.35
4,372
5.03
4,916
5.10
4,535
4.78
4,345
4.53
5,303
4.62
1,839
2.11
1,964
2.04
2,747
2.89
1,889
1.97
2,966
2.59
9,504
10.93
11,420
11.85
12,407
13.07
11,236
11.71
25,309
22.05
86,964 100.00
96,383 100.00
94,928 100.00
95,981 100.00
114,755 100.00
As of December 31,
As of September 30,
2010
2011
2012
2012
2013
(unaudited)
Amount
NT$
%
Amount
NT$
%
Amount
NT$
%
Amount
NT$
%
Amount
NT$
%
(in millions, except percentages)
19,836
22.81
21,576
22.39
19,598
20.65
18,963
19.76
17,259
15.04
3,526
4.06
4,582
4.75
4,028
4.24
5,184
5.40
4,734
4.13
3,168
3.64
3,508
3.64
4,227
4.45
3,354
3.49
3,460
3.02
826
0.95
1,266
1.31
963
1.02
1,169
1.22
2,687
2.34
4,878
5.61
5,554
5.76
6,142
6.47
6,169
6.43
8,670
7.55
32,234
37.07
36,486
37.85
34,958
36.83
34,839
36.30
36,810
32.08
17,136
19.70
16,910
17.54
15,156
15.97
15,042
15.67
17,480
15.23
12,700
14.60
14,100
14.63
14,400
15.17
19,500
20.32
14,100
12.29
5,000
5.75
5,000
5.19
5,500
5.79
4,450
4.63
5,500
4.79
4,179
4.81
5,587
5.80
5,225
5.50
4,680
4.87
7,287
6.35
4,372
5.03
4,916
5.10
4,535
4.78
4,345
4.53
5,303
4.62
1,839
2.11
1,964
2.04
2,747
2.89
1,889
1.97
2,966
2.59
9,504
10.93
11,420
11.85
12,407
13.07
11,236
11.71
25,309
22.05
86,964 100.00
96,383 100.00
94,928 100.00
95,981 100.00
114,755 100.00
As of September 30, As of September 30, As of September 30,
2010
Amount
NT$
%
19,836
22.81
3,526
4.06
3,168
3.64
826
0.95
4,878
5.61
32,234
37.07
17,136
19.70
12,700
14.60
5,000
5.75
4,179
4.81
4,372
5.03
1,839
2.11
9,504
10.93
86,964 100.00
2013
Amount
NT$
19,836
3,526
3,168
826
4,878
32,234
17,136
12,700
5,000
4,179
4,372
1,839
9,504
**86,964 **
Amount
NT$
21,576
4,582
3,508
1,266
5,554
36,486
16,910
14,100
5,000
5,587
4,916
1,964
11,420
**96,383 **
%
15.04
4.13
3.02
2.34
7.55
36,810
17,480
14,100
5,500
7,287
5,303
2,966
25,309
32.08
15.23
12.29
4.79
6.35
4.62
2.59
22.05
**114,755 ** 100.00

Asset Quality

Loan classification

According to the NPL/NAL Regulations, banks are required to classify their loans into the following five categories: “Normal”, “Special Mention”, “Substandard”, “Doubtful”, and “Loss”. See “Regulation of the ROC Banking Industry—Asset Quality and Lending Requirements—Asset quality”.

65

In classifying our loans, we consider relevant quantitative and qualitative factors, including the borrower’s financial condition and earnings capabilities, the borrower’s management and operation of business, the payment history of the loan, the status of any collateral or guarantees and the market conditions affecting the borrower. For partially secured loans that do not meet the Class I criteria, we classify the secured portion as a Class II or Class III loan and the unsecured portion as a Class IV or Class V loan, depending on the circumstances. The following table sets forth our loan classification as of the dates indicated.

Loan classification
Class I . . . . . . . . . . . . . . .
Class II . . . . . . . . . . . . . . .
Class III . . . . . . . . . . . . . .
Class IV . . . . . . . . . . . . . .
Class V . . . . . . . . . . . . . .
Total Loans . . . . . .
As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of September 30, As of September 30, As of September 30, As of September 30,
2010 2011 2012 2012 2013
NT$
232,266
6,017
1,318
188
170
%
96.79
2.51
0.55
0.08
0.07
%
98.07
0.99
0.60
0.26
0.08
**239,959 ** **100.00 ** **274,234 ** **100.00 ** **283,801 ** **100.00 ** **283,219 ** **100.00 ** **320,954 ** 100.00

Non-performing loans

We define NPLs as loans which are overdue and are required to be reported to the FSC in accordance with the NPL Regulations. See “Regulation of the ROC Banking Industry-Asset Quality and Lending Requirements— Definition of NPLs”.

The following table sets forth information relating to provisions for possible losses, allowance for possible losses and write-offs for the periods indicated.

Key data on allowances and NPLs:
Allowance for possible losses at beginning of period . . . .
Provisions for possible losses(1) . . . . . . . . . . . . . . . . . . . . .
Acquisition from the bid on Chinfon Bank . . . . . . . . . . . .
Amounts written off . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes(2) . . . . . . . . . . . . . . . . . .
Allowance for possible losses at end of period . . . . . . . . .
Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NPLs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NPLs as a percentage of total loans . . . . . . . . . . . . . . . . .
Allowance for possible losses at end of period as a
percentage of total loans . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for possible losses at end of period as a
percentage of NPLs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans written off as a percentage of total loans . . . . . . . .
Provisions for possible losses as a percentage of pre-
provision profit(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31, Year Ended December 31, Year Ended December 31, Year Ended December 31,
2010 2011 2012 2012

66

Notes:

(1) Represents provisions for possible losses on a gross basis (without deducting for recoveries of prior period write-offs).

(2) Represents the effects of exchange rate changes on loans denominated in currencies other than the NT dollar.

(3) Represents provision for possible losses on a gross basis (without deducting for recoveries of prior period write-offs) divided by income before income tax (without deducting provision (reversal of provision) for possible losses and guarantee obligations reserve).

The following table sets forth our NPLs, broken down between consumer and corporate NPLs, as of the dates indicated.

NPLs—by customer type
Consumer loan NPLs . . . . . . .
Corporate loan NPLs . . . . . . .
Total NPLs.. . . . . . . . . . . . . .
As of December 31, As of December 31, As of December 31, As of September 30, As of September 30,
2010 2011 2012 2012 2013
Amount
NT$
%
680
56.5
523
43.5
1,203
100.0

The following tables set forth, as of the dates indicated, information regarding our ten largest nonperforming loans by customer.

As of September 30, 2013

NPLs—by customer
Customer A . . . . . . . . . . . . . . . . . .
Customer B . . . . . . . . . . . . . . . . . .
Customer C . . . . . . . . . . . . . . . . . .
Customer D . . . . . . . . . . . . . . . . . .
Customer E . . . . . . . . . . . . . . . . . .
Customer F . . . . . . . . . . . . . . . . . .
Customer G . . . . . . . . . . . . . . . . . .
Customer H . . . . . . . . . . . . . . . . . .
Customer I . . . . . . . . . . . . . . . . . .
Customer J . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .
Industry
Electronic communications
Service trade
Electronic communications
Construction
Individual
Financial
Individual
Individual
Individual
Electronic communications
Principal
Outstanding
% of Total
Non-
Performing
Loans
Amount of
Allowance as
% of Principal
Outstanding
(unaudited)
NT$
%
%
(in millions, except percentages)
622
54.6%
10.00%
52
4.6%
100.00%
31
2.7%
10.00%
27
2.4%
10.00%
22
1.9%
9.91%
11
1.0%
87.82%
6
0.5%
10.00%
5
0.4%
2.00%
5
0.4%
2.00%
3
0.3%
29.38%
784
68.8%
Amount of
Allowance as
% of Principal
Outstanding

67

NPLs—by customer
Customer A . . . . . . . . . . . . . . . . . .
Customer B . . . . . . . . . . . . . . . . . .
Customer C . . . . . . . . . . . . . . . . . .
Customer D . . . . . . . . . . . . . . . . . .
Customer E . . . . . . . . . . . . . . . . . .
Customer F . . . . . . . . . . . . . . . . . .
Customer G . . . . . . . . . . . . . . . . . .
Customer H . . . . . . . . . . . . . . . . . .
Customer I . . . . . . . . . . . . . . . . . . .
Customer J . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .
As of December 31, 2012 As of December 31, 2012
Industry
Electronic communications
Electronic communications
Construction
Individual
Financial
Individual
Individual
Individual
Service trade
Individual
Principal
Outstanding
% of Total
Non-
Performing
Loans
Amount of
Allowance as
% of Principal
Outstanding
NT$
%
%
(in millions, except percentages)
802
60.9%
29.38%
31
2.4%
10.00%
27
2.1%
10.00%
22
1.7%
2.00%
13
1.0%
79.13%
7
0.5%
2.00%
6
0.5%
10.00%
6
0.5%
2.00%
3
0.2%
2.00%
3
0.2%
10.00%
920
70.0%
Amount of
Allowance as
% of Principal
Outstanding

68

The following table sets forth information regarding our corporate non-performing loans, broken down by industry, as of the dates indicated.

Corporate NPLs—by
industry
Securities and futures . . .
Manufacturing . . . . . . . . .
Financial . . . . . . . . . . . . .
Service trade . . . . . . . . . .
Electronic
communications . . . . . .
Construction . . . . . . . . . .
Investment . . . . . . . . . . . .
Private business . . . . . . . .
Total corporate NPLs . .
69
As of December 31,
As of September 30,
As of December 31,
As of September 30,
As of December 31,
As of September 30,
As of December 31,
As of September 30,
As of December 31,
As of September 30,
2010
2011
2012
2012
2013
Loan
Amount
Allowance
% of Total
Non-
Performing
Corporate
Loans
Loan
Amount
Allowance
% of Total
Non-
Performing
Corporate
Loans
Loan
Amount
Allowance
% of Total
Non-
Performing
Corporate
Loans
Loan
Amount
Allowance
% of Total
Non-
Performing
Corporate
Loans
Loan
Amount
Allowance
% of Total
Non-
Performing
Corporate
Loans
NT$
NT$




50
5

15
1

345
44

39
4

28
3




46
5

523
62
%
NT$
NT$



9.56
48
5
2.87
15
1
65.97
23
44
7.46
36
4
5.35
27
3



8.79
1

100.00
150
57
%
NT$
NT$
%
NT$
NT$
(in millions, except percentages)






32.00
1

0.11
10
1
10.00
13
10
1.47
13
10
15.33
8

0.91
21
2
24.00
833
239
94.34
856
245
18.00
27
3
3.06
27
3






0.67
1

0.11
1

100.00
883
252
100.00
928
261
%
NT$
NT$
(unaudited)



1.08


1.40
12
10
2.26
52
52
92.24
653
65
2.91
31
3



0.11
1
1
100.00
749
131
%


1.60
6.94
87.18
4.14

0.14
100.00

On June 30, 2010, we entered into an assignment agreement with Goldman Sachs Lending Partners LLC, or Goldman Sachs Lending, under which Goldman Sachs Lending as assignee agrees that it shall accept the assignment of the assigned assets, including all the rights and benefits under or in respect of the credit agreements entered into between us and Lehman Brothers Asia Holdings Limited as debtor. Under this agreement, we assigned to Goldman Sachs Lending our claims under the credit agreements which amounted to US$17.0 million for NT$139.4 million. The record date of such assignment was July 2, 2010.

On December 23, 2010, we entered into a purchase agreement with Taishin Asset Management Co., Ltd., under which we assigned our claims, including the principal of NT$438.3 million, interests, liquidated damages and prepayments under or in respect with the credit agreements entered into between us and Junguo Construction Co., Ltd. for NT$510.0 million. The record date of such assignment was December 31, 2010.

Restructured loans

As of September 30, 2013, NT$1,951 million of our outstanding loans had been reported to the FSC as restructured loans, consisting of NT$973 million of corporate loans and NT$978 million of consumer loans. As of December 31, 2012, NT$2,234 million of our outstanding loans had been reported to the FSC as restructured loans, consisting of NT$1,211 million of corporate loans and NT$1,023 million of consumer loans.

Funding

Commercial banks were prohibited from issuing financial debentures prior to the 2000 amendments to the ROC Banking Law. As a result, deposits have traditionally been the principal source of our funding for use in lending and other general business purposes. Our other sources of funding include inter-bank placements (borrowings) from the domestic markets and, since 2001, borrowings in the public debt markets.

70

The following table sets forth information on the outstanding balances of our deposits by type as of the dates indicated.

Deposits
Domestic deposits:
Checking deposits . . . . .
Demand deposits . . . . . .
Foreign currency demand
deposits . . . . . . . . . . . .
Demand savings
deposits . . . . . . . . . . . .
Total demand deposits . .
Time deposits . . . . . . . . .
Postal deposits . . . . . . . .
Foreign currency time
deposits . . . . . . . . . . . .
Time savings deposits . .
Total time deposits . . . . .
Total domestic
deposits . . . . . . . . . . . .
Offshore banking unit
and overseas branch
deposits:
Checking deposits . . . . .
Demand deposits . . . . . .
Time deposits . . . . . . . . .
Total offshore banking
unit and overseas
branch deposits . . . . . .
Total deposits(1) . . . . . . .
As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of December 31, As of September 30, As of September 30, As of September 30, As of September 30,
2010 2011 2012 2012 2013
Amount
NT$
2,520.1
17,405.6
7,576.5
47,673.5
%
0.7
5.0
2.2
13.7
%
0.7
6.3
3.2
14.0
75,175.7 21.6 80,349.1 21.7 84,359.5 21.6 83,601.1 22.1 95,119.8 24.2
131,067.5
20,382.6
10,172.6
87,564.6
37.6
5.9
2.9
25.2
155,098.3
13,887.6
9,669.5
86,199.3
41.9
3.8
2.6
23.3
171,751.5
10,573.5
14,127.4
87,548.6
43.8
2.7
3.6
22.3
155,776.4
10,573.5
13,591.8
89,370.6
41.3
2.8
3.6
23.7
168,002.2
10,622.2
15,625.9
82,998.3
42.9
2.7
4.0
21.1
249,187.3 71.6 264,854.7 71.6 284,001.0 72.4 269,312.3 71.4 277,248.6 70.7
324,363.0
9.2
2,659.1
20,793.8
93.2

0.8
6.0
345,203.8
2.5
2,247.9
22,539.2
93.3

0.6
6.1
368,360.5
7.8
3,181.9
20,358.4
94.0
0.0
0.8
5.2
352,913.4
7.5
2,430.5
22,510.1
93.5
0.0
0.6
5.9
372,368.4
10.4
3,223.4
17,022.4
94.9
0.0
0.8
4.3
23,462.1 6.8 24,789.6 6.7 23,548.1 6.0 24,948.1 6.5 20,256.2 5.1
**347,825.1 ** **100.0 ** **369,993.4 ** **100.0 ** **391,908.6 ** **100.0 ** **377,861.5 ** **100.0 ** **392,624.6 ** 100.0

Note:

(1) Excludes inward and outward remittances.

As of September 30, 2013, approximately 80.12% of our deposits and remittances had current maturities of less than one year or were payable on demand. However, a substantial portion of these deposits historically have been rolled over upon maturity or has otherwise been retained by us. Deposits have been a stable source of funding for us. There can be no assurance, however, that deposits will continue to be rolled over in the future, and, to the extent that such deposits are not rolled over, we will be required to obtain other sources of funding. See “Risk Factors—Risks—Relating to Our Business—Our financial condition may be adversely affected if we are unable to attract sufficient deposits to fund anticipated loan growth and to grow our business”.

71

Following the lifting of regulatory restrictions on the issuance of debentures by banking institutions, we issued NT$2 billion of subordinated debentures in May 2010, NT$2 billion of subordinated debentures in September 2010, NT$3.5 billion of subordinated debentures in November 2011 and NT$3 billion of subordinated debentures in June 2012.

Capital Adequacy

Under the Capital Regulations last amended on November 26, 2012, currently all banks in Taiwan are required to maintain a minimum capital adequacy ratio of 8%. A bank’s capital adequacy ratio represents the ratio of the sum of eligible Tier I capital and eligible Tier II capital against total risk-weighted assets. For the purpose of calculating capital adequacy ratio:

Eligible Tier I capital means the sum of Common Equity Tier I capital and Additional Tier I capital.

Total risk-weighted assets means the sum of the risk-weighted assets for credit risk and the capital requirements for market risk and operational risk, multiplied by 12.5. Those already deducted from eligible capital, however, will no longer be counted into the total risk-weighted assets.

Common Equity Tier I capital means the Common Equity (as defined below) after deduction of (i) the intangible assets; (ii) the deferred tax assets due to losses from the previous year; (iii) the insufficiency of operation reserves and provision for possible loss; (iv) the revaluation surplus of real estate; (v) unamortized losses on sales of NPLs; and (vi) the statutory adjustment items calculated in accordance with other rules for calculation methods. Common Equity means the sum of (i) common stock and capital premium; (ii) capital collected in advance; (iii) capital reserves; (iv) statutory surplus reserves; (v) special reserves; (vi) accumulated profit or loss; (vii) non-controlling interests; and (viii) other items of interest.

Additional Tier 1 capital means the sum of the following items after deduction of the total amount of the deductible items in accordance with the rules for calculation methods: (i) non-cumulative perpetual preferred stock and its capital premium; (ii) non-cumulative perpetual subordinated debts; (iii) non-cumulative perpetual preferred stock and its capital premium; and (iv) non-cumulative perpetual subordinated debts which are issued by banks’ subsidiaries, and are not directly or indirectly held by banks.

Eligible Tier II capital means the sum of the following items after deduction of the total amount of the deductible items in accordance with the rules for calculation methods: (i) cumulative perpetual preferred stock and its capital premium; (ii) cumulative perpetual subordinated debts; (iii) convertible subordinated debts; (iv) long-term subordinated debts; (v) non-perpetual preferred stock and its capital premium; (vi) when real estate was adopted by IFRS for the first time and used the fair value or the re-estimated value as the deemed cost, the difference in amount between the deemed cost and the book value which was recognized in retained earnings, the 45% of unrealized gain on available-for-sale financial assets, as well as operational reserves and loan-loss provisions; (vii) cumulative perpetual preferred stock and its capital premium, cumulative perpetual subordinated debts, convertible subordinated debts, long-term subordinated debts, and the non-perpetual preferred stock and its capital premiums, which are issued by banks’ subsidiaries, and are not directly or indirectly held by banks.

The loan-loss reserves and provisions as provided in the preceding section (vi) to be included in eligible Tier II capital means the amount of the reserves and provisions that the bank lists in excess of the expected loss assessed according to its historical loss experience.

When a bank is graded as “under-capitalized”, “substantially under-capitalized” or “critically undercapitalized” by the FSC’s examination, the FSC shall take prompt correct actions pursuant to the ROC Banking Law. See “Risk Factors—Risks Relating to Our Business—We may be required to raise additional capital to maintain our capital adequacy ratio or for other reasons, which we may not be able to do on favorable terms or at all.”

72

As of December 31, 2012 and September 30, 2013, our capital adequacy ratio was 12.71% and 10.16%, respectively. See “Regulation of the ROC Banking Industry” for a more detailed discussion of the capital adequacy regulations affecting us.

The following table sets forth a summary of our capital base and our capital adequacy ratios as of the dates indicated.

Tier I capital
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unappropriated Earnings . . . . . . . . . . . . . . . . . . . . . . . .
Other Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . .
Minus: Capital Allowance . . . . . . . . . . . . . . . . . . . . . . .
Total Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . .
Tier II capital
45% of Unrealized Gain on Financial Assets in
Available-for-Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Reserve and Provision for Possible
Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-Term Subordinated Debts . . . . . . . . . . . . . . . . . . .
Minus: Capital Allowance . . . . . . . . . . . . . . . . . . . . . . .
Total Tier II capital . . . . . . . . . . . . . . . . . . . . . . . . .
Total Eligible Capital . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-weighted assets . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratios:
Tier I Capital Adequacy Ratio . . . . . . . . . . . . . . . . . . . .
Total Capital Adequacy Ratio (BIS) . . . . . . . . . . . . . . . .
As of December

Risk Management

The primary objective of our risk management policies and practices is to maximize earnings and return on capital with acceptable and controllable levels of credit risk, liquidity risk, market risk, operational risk and legal risk. We believe that the risk control system in use should allow management to effectively measure, monitor and report risks adequately and effectively. The principal risks relevant for us that are addressed in the following discussion are liquidity risk, credit risk, market risk, operational risk and legal risk.

Risk management system

We have implemented a system designed to analyze and evaluate our liquidity and interest rate risk exposure. This system assists us to monitor and manage our funding position and liquidity status, price our interest rates for deposit and lending products, and analyze the relationship between our assets and liabilities. We expect our risk management system will assist us to achieve the following goals:

  • to closely monitor the funding sources and cash outflow of money market transactions by using the “maturity analysis” method;

73

  • to obtain evaluation of the potential effect on profit and loss of fluctuations in interest rates, by using trial pricing calculations to enhance the accuracy of pricing adjustments;

  • to avoid losses resulting from our interest rate sensitivity gap by managing interest rate risk; and

  • to monitor the costs and benefits of using various funding sources to enhance the profitability of our banking business.

Asset and Liability Management Committee

Currently, our risk management process is overseen by our Asset and Liability Management Committee. The functions of the Asset and Liability Management Committee include:

  • evaluating domestic and overseas economic and financial markets and establishing corresponding strategies;

  • reviewing and establishing our asset-liability structure and overall risk profile; and

  • reviewing other relevant major asset and liability management issues. Market risk

Market risk

Interest rate sensitivity analysis . The fair values of bonds, bills, loans and other similar financial instruments which the bank used will fluctuate as market interest rates change.

Net positions on foreign currencies.

U.S. dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
JPY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
As of
September 30,
2010
2011
2012
2013
(unaudited)
(in millions)
35.3
42.0
37.5
38.1
11.3
8.6
6.3
3.0
3.9
5.7
4.9
5.3
As of
September 30,
2010
35.3
11.3
3.9
2013

Credit risk

Maximum credit exposure . We are exposed to credit risk if counter-parties or other parties default on contracts. To manage the risk, we make credit commitments and issue financial guarantees and standby letters of credit only after careful evaluation of customers’ creditworthiness. Collaterals, mostly in the form of cash, marketable securities and other assets, may be required depending on the evaluation result. If the customers default, we will execute our right on the collaterals to decrease our credit risk.

74

Our maximum credit exposure of commitments and guarantees held by the Bank were as follows (values of collaterals were not considered):

Unused portion of credit card lines . . . . . . . . . . . . . . . . . . .
Financial guarantees and standby L/Cs . . . . . . . . . . . . . . .
Irrevocable loan commitments . . . . . . . . . . . . . . . . . . . . . .
As of December
2010
124,586.3
10,701.6
15,243.3

Significant concentration of credit risk . The concentration of credit risk exists when counter-parties of financial transactions are individuals or groups engaging in similar activities or activities in the same region. The similarity would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. To manage this risk, we maintain a diversified portfolio, limit our exposure to any single geographic region, country or industry and closely monitor its exposure. Our significant credit risk concentrations as of December 31, 2010, 2011 and 2012 and September 30, 2013 are summarized as follows:

Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance and insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and warehousing . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
As of
September 30,
2010
2011
2012
2013
(unaudited)
(NT$ in millions)
38,667.5
44,012.1
41,015.6
43,714.5
26,986.0
32,456.6
28,376.5
29,573.3
10,660.3
14,229.8
13,434.7
13,955.8
76,313.8
90,698.5
82,826.8
87,243.6
As of
September 30,
2010
38,667.5
26,986.0
10,660.3
76,313.8
2013

Liquidity risk

As of December 31, 2010, 2011 and 2012, our NT dollar liquidity reserve ratios were 38.37%, 31.32% and 31.10%, respectively. We have sufficient paid-in capital and working capital to meet all contract obligations. The possibility of our derivative financial instruments not being liquidated quickly in value is low. Also, we are able to enter into derivative financial contracts at reasonable market terms. Thus, we do not expect significant cash flow demand to settle these contracts.

Our management policy is to match the contractual maturity profile with the interest rates for our assets and liabilities. Because of uncertainties in their contractual terms and the difference in their nature, however, the maturities and interest rates for assets and liabilities cannot fully match with each other, resulting in gaps that may potentially give rise to gain or loss.

75

BUSINESS

Overview

Established in 1992 and listed on the TWSE in 1998, we are a leading full-service commercial bank in Taiwan. Through our four strategic business units, or SBUs, namely the Individual Banking Group, Consumer Banking & Credit Card Group, Corporate Banking Group and Financial Markets Group, we offer a broad range of financial products and banking services to over 2.5 million individual and corporate customers in Taiwan and abroad. On January 23, 2014, our market capitalization was NT$28.7 billion based on the closing price of NT$12.15 per share on the TWSE on that date. We are a member of the Far Eastern Group, one of the largest business conglomerates in Taiwan having a diversified group of companies engaging in activities including, among others, financial services, petrochemicals, cement production, manufacturing, retailing, shipping, transportation, telecommunications, investment and real estate. Our affiliation with this reputable conglomerate, as well as our use of the Far Eastern brand name, enhances our franchise and business opportunities.

Our long history, highly popular and competitive products and strong brand name makes us one of Taiwan’s premier financial services companies. We believe that our comprehensive product and service offerings have not only helped expand our customer base, but have also contributed to our high customer retention rate. Our large and loyal customer base has in turn strengthened our ability to cross sell products and services offered by our SBUs.

We leverage our extensive distribution and customer service network consisting of our head office and 54 domestic branches, one offshore banking unit, one Hong Kong branch, six corporate banking centers and 157 ATMs to cross sell and serve our large customer base. As of September 30, 2013, we had more than 2.5 million individual banking and consumer banking customers and approximately three thousand corporate banking customers. In addition, we are one of Taiwan’s leading issuers of credit cards in terms of number of credit cards in-force and total credit card revolving balances. As of September 30, 2013, we had approximately 1.4 million credit cards in-force and outstanding credit card revolving balances of NT$10.5 billion.

As of September 30, 2013, we had total assets of NT$491.2 billion (US$16.6 billion), total gross discounts and loans of NT$321.0 billion (US$10.9 billion), deposits and remittances of NT$392.6 billion (US$13.3 billion) and shareholders’ equity of NT$28.5 billion (US$1.0 billion), as well as a standalone capital adequacy ratio of 10.16% and a standalone Tier I capital adequacy ratio of 7.54%.

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The following table sets forth the revenue contributions from our various business lines for the periods indicated.

Interest income
Consumer banking . . . . . . . .
Corporate banking . . . . . . . .
Credit cards . . . . . . . . . . . . .
Financial markets . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Noninterest income
Individual banking . . . . . . . .
Consumer banking . . . . . . . .
Corporate banking . . . . . . . .
Credit cards . . . . . . . . . . . . .
Financial markets . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Total income . . . . . . . . . . . . .
Year Year Ended December 31, Ended December 31, Ended December 31, Ended December 31, Nine Months Ended
September 30,
Nine Months Ended
September 30,
Nine Months Ended
September 30,
Nine Months Ended
September 30,
2010 2011 2012 2012 2013
NT$
3,404.7
1,519.6
1,204.9
900.5
32.9
%
29.0
13.0
10.2
7.6
0.3
NT$
(in
4,031.4
1,853.6
1,029.2
1,099.1
66.0
%
41.3
14.8
6.9
6.9
1.0
7,062.6 60.1 8,079.3 62.7 9,539.5 62.8 7,145.4 69.1 8,326.3 70.9
912.2
855.6
745.9
1,356.1
839.8
4.5
7.7
7.3
6.3
11.5
7.1
0.0
910.2
7.2
1,105.0
7.3
835.1
8.1
946.6
1,038.6
8.1
946.7
6.2
366.9
3.6
405.1
597.4
4.6
879.9
5.8
374.0
3.6
356.4
1,490.6
11.6
1,663.6
10.9
766.2
7.4
669.1
966.2
7.5
1,237.3
8.1
1,024.3
9.9
1,001.5
(218.1)
(1.7)
(171.2)
(1.1)
(177.3)
(1.7)
61.9
4,784.9
37.3
5,661.3
37.2
3,189.2
30.9
3,440.6
12,864.2 100.0 15,200.8 100.0 10,334.6 100.0 11,766.9
8.0
3.4
3.0
5.7
8.5
0.5
4,714.1 39.9 4,784.9 37.3 5,661.3 37.2 3,189.2 30.9 3,440.6 29.1
11,776.7 100.0 12,864.2 100.0 15,200.8 100.0 10,334.6 100.0 11,766.9 100.0

Competitive Strengths

We believe that the following key strengths contribute to our competitive position in the financial services industry in Taiwan:

Differentiating business model leveraging synergy with Far Eastern Group

We are a member of the Far Eastern Group, one of the leading diversified conglomerates in Taiwan. We believe that our affiliation with this reputable conglomerate, as well as our use of the Far Eastern brand name, enhance our franchise and business opportunities. In order to effectively provide comprehensive “one-stop” financial services to our customers, we cross sell with our affiliated financial institutions under the Far Eastern Group umbrella, including Far Eastern Life Insurance Agency, Far Eastern International Leasing Corporation, Deutsche Far Eastern Asset Management and Oriental Securities Corporation, to provide banking, investment, brokerage and other financial services from a single point of contact. We and other Far Eastern Group members, including Far Eastern Life Insurance Agency, Far Eastern International Leasing Corporation, Deutsche Far Eastern Asset Management and Oriental Securities Corporation, collaborate closely and have strategically located our branches adjacent to one another to better serve our customers.

In addition, our affiliation with the Far Eastern Group enables us to launch innovative products, such as the mobile banking services in collaboration with Far EasTone Telecommunications. In August 2013, we launched the “FEIB HappyGo Credit Card NFC Program” for the staff members of FEIB to make credit card payment via Far EasTone NFC mobile phone. FEIB is the first bank to adopt the SIM Base solution of NFC project and we are working with Far EasTone to introduce the program to the public in the near future.

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We continue to penetrate the large customer bases of Far Eastern Group’s strong retail businesses, including Far Eastern Department Store, Sogo Department Store and Far Eastern Geant, to identify synergistic collaboration opportunities. In particular, we leverage the HappyGo program to access Far Eastern Group’s retail channels and customer bases. HappyGo is the first and number one membership rewards program in Taiwan to enable members to accumulate bonus points from purchases made through merchants with whom the Far Eastern Group partners. HappyGo currently partners with over 900 merchants in over 10,000 locations across Taiwan and has accumulated more than 11 million memberships. Via building in HappyGo program into our credit cards, we are able to not only differentiate our credit card products but also penetrate the high quality customers across different retail vendors. We started the initiative to convert HappyGo members to FEIB credit card customers since 2009 and currently have achieved around 9% conversion rate

Outstanding consumer finance franchise focusing on product bundling

Our deep understanding of customers’ needs has enabled us to identify and successfully position ourselves into niche consumer finance products:

  • We are currently the market leader for consumer installment finance and also have the largest market share of automobile loans made through several strategic alliances in 2013. In 2010, we were the second commercial bank in Taiwan to launch motor scooter loans to accommodate the vast number of motor scooter owners in Taiwan.

  • We also have a strong market position in credit card business. As of September 30, 2013, our market share in credit card revolving balance is at 5.2% and we rank second among standalone banks and seventh among the 36 banks in Taiwan. In terms of number of cards-in-force, we rank second among standalone banks and eighth among all banks with a market share of 4.1%.

  • Our individual banking SBU has been demonstrating strong growth after acquiring additional branches from Chinfon Bank in 2010 and ING Securities (now renamed Far Eastern Securities) in 2011. As of September 30, 2013, our funds and insurance under management increased by 10.1% as compared with the end of 2012, and our fee income for the nine months ended September 30, 2013 grew by 20.3% as compared with our fee income for the corresponding period in 2012. We launched SME business in 2010 to fill the gap between our existing corporate banking business and consumer lending and the initiative is gradually bearing fruit. Our outstanding SME loan included in our individual backing SBU grew by 81.5% to NT$4,590.2 million as of September 30, 2013 and accounts for 1.4% of our overall loan exposure.

  • In addition to strength in individual retail products, we have been able to achieve industry-leading bundle selling capabilities to further deepen our relationships with customers as well as enhance profitability. For each newly acquired mortgage and deposit customer, we on average bundle sell 4.6 and 3.2 products, respectively

Sophisticated corporate banking and financial market capabilities

One of our key strengths is the capability to provide value-added, high-end corporate banking services to our corporate customers. We are a pioneer in structure financing solutions among Taiwanese banks and have established strong Greater China financing track records via coverage of our Hong Kong branch and two China desks (based in Hong Kong and Taipei, respectively). Our recent credentials include financing the privatization of Sound Global, China’s largest private wastewater treatment solutions provider, and subsequently arranging the US$110 million syndicate loan to the company. In the nine months ended September 30, 2013, our OBU and Hong Kong branch accounted for 27.2% of our total profits before tax.

The financial markets SBU provides diversified and sophisticated instruments to our customers and our competitive strength lies on understanding customer needs and making swift product adjustments in response to

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change in market condition. We are able to maintain consistent market leadership in the high-margin CB asset swaps and FX margin trading business and are also a pioneer in launching internet trading platform for the two products

Proven earnings generation capability and solid asset quality

Despite the intensely competitive banking environment, we have been able to capitalize on niche products and deliver steady earnings growth to our shareholders. For the nine months ended September 30, 2013, our net interest income and fee income continued to trend up and grew by 19% and 11% from the corresponding period in 2012, respectively. We also achieved annualized return on average equity ratio and return on average asset ratio of 13.24% and 0.76%, respectively, for the nine months ended September 30, 2013, exceeding the industry average of 10.60% and 0.69%.

In recent years, we have maintained strong asset quality primarily through stringent risk management and internal control capabilities coupled with our diversified corporate loan portfolio. Our independent, centralized and integrated risk management system is the foundation of our business operations. We have established a sound framework and stringent procedures for this system, in order to prudently manage the risks to which each of our SBUs is exposed, while ensuring the sustainable growth of our business lines. In particular, we have taken the following steps in order to improve our credit risk management and overall asset quality:

  • We have centralized our credit decision-making and tightened our credit approval processes; and

  • We have reduced our loan exposure to real estate developers in Taiwan in order to enhance the diversification of our loan portfolio.

As a result of our prudent risk management strategy, we currently maintain a diversified loan portfolio that limits our exposure to any particular industry or borrower. For example, as of September 30, 2013, our ten largest credit exposures by customer group, (excluding governmental borrowers) totaled approximately NT$26.1 billion and our largest credit exposure to a non-governmental customer group amounted to approximately NT$5.3 billion, while our total gross discounts and loans amounted to NT$321.0 billion (US$10.9 billion).

We believe that our efforts in strengthening our risk management have allowed us to improve and maintain a superior asset quality. Our NPL ratio declined from 0.50% as of December 31, 2010, to 0.36% as of September 30, 2013, while our allowance for possible losses to NPLs ratio, or coverage ratio, increased from 299.92% as of December 31, 2010, to 351.20% as of September 30, 2013. We believe that our strong asset quality and stringent risk management reduced impact on our businesses of the global financial crisis that started in 2008 and may make us less vulnerable to credit risks in the future.

Best-in-class execution capabilities

Our top-notch execution capabilities have driven our expansion in recent years. Since 2009, we have successfully completed acquisitions of AIG Credit Card, Chinfon Bank and ING Securities and smoothly integrated these businesses into our platform. The AIG Credit Card acquisition enhanced the scale of our credit card portfolio and set an important foundation for us to introduce other innovative products (e.g. “HappyGo Inside”) and get to current leading position.

The acquisition of Chinfon Bank’s 19 branches greatly strengthened our distribution channels. Post the transaction, we have gradually enhanced operational efficiency and profitability of these branches via relevant cost initiatives, branch relocation as well as growth in individual banking business. In the nine months ended September 30, 2013, our cost-income ratio declined to 60.8% from 69.0% for the corresponding period in 2012 and we expect the ratio to continue improving with ongoing In 2011, we acquired ING Securities which focuses on asset management and private banking. We have recently opened a new branch in Taipei 101 Building to utilize the platform in serving high net worth individuals and SME clientele.

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Seasoned management team with proven track record

We have a highly experienced team of senior managers who bring extensive industry knowledge to our operations. Our senior managers have an average of more than 30 years of experience working in the financial services industry, having held senior positions at leading multinational and domestic financial institutions. For example, our president, Mr. Eli Hong, possesses over 40 years of banking experience and was the former head of the financial institutions group at Citigroup in Taiwan. We also seek to supplement our existing management team by recruiting talented and experienced managers and have a proven track record of integrating outside talent into our operations.

Strategy

Our strategic goal is to become a premier specialized financial institution in both Taiwan and Greater China by providing a full range of financial products and unparalleled services to our customers. We plan to achieve our goal by implementing the following strategies:

Further strengthen our leadership in niche/high margin markets

We plan to solidify our leadership in niche markets, which tend to command higher margins than traditional lending products. In order to maintain our leading position in niche markets, we plan to continue our track record of pioneering the development of innovative, value-added products and services to our customers. Such innovative product offerings that we have developed in the past include, among others, multi-currency investments, or MCI, for our wealth management customers, motorcycle loans, personal installment finance and cash advances with flexible tenors for our consumer banking customers. Furthermore, in 2012 and 2013 we launched Refund Personal Loan and Happy Go Personal Loan respectively.

By continuing to focus on product and service innovations, we intend to expand our market share among our core customers, including medium-to-high-income customers, and target customers who we believe to have high earning potential. Furthermore, we plan to continue closely monitoring market trends and consumer preferences to develop new products and adapt existing products to effectively meet our customers’ needs.

In addition to expanding our product and services portfolio, we also intend to adopt a more sophisticated pricing mechanism by taking into account several factors, including market competition and customer risk profiles. We believe that these efforts will enable us to increase our revenues and profitability.

Continue to develop innovative financial products and services

We believe that our wealth management services, transactional banking and treasury capabilities create many opportunities to cross sell products and services to existing and new customers and further diversify our revenue sources beyond traditional lending activities. Among other actions, we intend to:

  • Create multi-product relationships with our mortgage loan customers, the largest segment of our consumer loan customers, by introducing wealth management products, such as property and casualty insurance policies, that meet their needs and promoting other products, such as unsecured personal loans;

  • Increase our penetration of the small- and medium-sized enterprise, or SME, market by promoting transactional-based products and services, such as factoring and trade financing; and

  • Develop hedging solutions for our corporate customers by offering a range of financial derivative products.

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Pursue cross-selling opportunities by leveraging Far Eastern Group and its affiliates

We plan to further expand synergistic collaboration efforts across various Far Eastern Group affiliates. For example, we plan to continue to leverage our relationships with Far Eastern Group’s retail businesses to increasingly market our products and services to their customers. In addition, we plan to promote our financial products and services to other affiliates within the Far Eastern Group, including the corporate and retail customers of Far Eastern Life Insurance, Oriental Securities and Far Eastern International Leasing. We believe that these arrangements have the potential to contribute significantly to our revenue growth, by enabling us to reach a broader base of potential customers.

Enhance operational efficiency by integrating back offices and administration functions

We plan to further enhance our operational efficiency through effective use of our technology investments. For example, we intend to leverage FE Direct, our highly integrated online banking platform, to improve the cost-efficiency of our consumer banking business, as well as to increase customer loyalty and enhance our penetration of this market. As part of our initiative to provide computerized services and enhance our operational efficiency, we also launched our mobile banking platform in 2011. In addition, we plan to enhance the operational efficiency of our branch operations by continuing to centralize our back-office and other administrative functions, thereby allowing our branches to focus on customer sales and service. Moreover, we have introduced process automation technology for establishing an end-to-end straight through process to automate our major banking processes, such as loan applications, FX trading and settlement, and import and export activities.

Evaluate and selectively pursue strategic alliances and acquisitions to expand our scale and service and operational capabilities

We intend to carefully evaluate potential strategic alliances or acquisitions that would enhance the scale of our operations and complement the range of products and services that we offer to our customers such as we have done in the past. For example, following the successful acquisition and integration of AIG Credit Card, Chinfon Bank and ING Securities, we were able to enhance the scale of our credit card business, strengthen our distribution channels, expand our customer base and improve our operating efficiency and profitability. When considering strategic alliance and acquisition opportunities, we will continue to focus primarily on opportunities that will:

  • enable us to enhance our operational efficiency through synergies and improve our competitive positioning by increasing the scale of our operations;

  • allow us to increase the breadth of our product mix and service capabilities in the Greater China region; and

  • enhance our distribution and operational capabilities.

Expand business coverage into Greater China to further support corporate customer needs

We plan to deepen our presence in high growth financial markets outside of Taiwan. In order to capitalize on the strong growth in Greater China, particularly in the PRC, we have integrated our Taiwan branches with our offshore banking unit, or OBU, and our Hong Kong branch to efficiently provide value-added corporate banking services aimed at better serving the financial needs of our clients, especially Taiwanese enterprises, in China. We have also assembled a dedicated team in Hong Kong to serve Taiwanese enterprises in China. We also plan to leverage Far Eastern Group’s strong presence and broad customer base as well as our online banking platform to extend our reach in Greater China. Following the relaxation of control on cross-strait financial regulation, we will

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continue to evaluate potential strategic alliance opportunities with commercial banks in China, as well as seek opportunities to establish branches or subsidiaries in the PRC, to make equity investments in financial institutions in the PRC or to cooperate with Third Party Payment Companies for E-banking business in the PRC.

Attract, motivate and develop talented and experienced professionals

We believe our ability to recruit, retain, motivate and develop talented and experienced professionals is a key to our success. In particular, we intend to:

  • Continue to focus on recruiting and cultivating a high-quality and professional workforce;

  • Provide training and development programs for our employees to enhance their professional knowledge and capabilities; and

  • Foster a collegial culture that promotes our employees’ personal and professional development.

Consumer Banking & Credit Card

We provide a broad range of consumer banking products and services to our individual customers, consisting principally of mortgage loans, personal loans, automobile loans, savings and time deposit-taking, checking accounts, ATM services and electronic and Internet banking. Our distribution channels include our branch network, our Internet platform, our ATM network, telemarketing sales, customer service representatives and direct sales, as well as through co-branding and other strategic alliances. In 2010, we started our online banking platform FE Direct to provide better services to our customers and increase our market penetration. See “—Distribution—Technology-based distribution channels.”

We maintain a conservative lending policy. As of September 30, 2013, we had outstanding consumer loans of NT$177.4 billion, representing 55.3% of our total loans, as well as NT$10.5 billion of credit card revolving balances. As of September 30, 2013, our Consumer Banking & Credit Card Group had 927 employees, of which 425 were dedicated to the sales of our consumer loan products.

Consumer Loan Products

Mortgage Loans

We provide a wide range of mortgage loan products to finance the purchase of residential properties primarily for self-use, including traditional mortgage loans, adjustable rate mortgage loans, governmentsubsidized mortgage loans, revolving mortgage loans and offset mortgage loans. We continue to develop new mortgage loan products to address the particular needs of our customers, and we aim to cross sell high-margin consumer loan products such as unsecured personal loans and re-financing loans to our existing mortgage loan customers, since these products typically carry higher yields. The weighted average interest rate charged on mortgage loans in 2012 was 2.18% per annum. As of September 30, 2013, we had NT$134.5 billion of mortgage loans outstanding, which represented 41.9% of our total loans outstanding.

Traditional mortgage loans . Traditional mortgage loans are secured by the property being purchased, which we typically require to be for residential purpose. We typically lend 70% of the appraised value of the property based on our evaluation of a particular customer’s credit and risk profile. These products carry a floating rate based on a variety of indices. Monthly payments are typically based on a 20-year amortization and maturity schedule. Under certain circumstances, we charge a pre-payment penalty for loans paid in full within a year of the initial drawdown. In addition, we charge an origination fee on mortgage loans.

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Government-subsidized mortgage loans . Under the ROC government-sponsored programs which provide for these subsidized loans, the government either pays us a portion of the interest rate on the mortgage loans rate on a monthly basis (in effect subsidizing the borrowers) or causes Postal Bureau deposits to be made with us (in effect providing us with stable funding for the mortgage loans).

Adjustable rate mortgage loans . In October 2002, we began offering adjustable rate mortgage loans. The adjustable rate is typically based on the average of time deposit rates quoted by ten major banks in Taiwan as the base index plus an interest rate spread which is determined based on the risk profile of the borrower and nature and use of the property. The base index is adjusted per month or every three months. We believe that adjustable rate mortgage loans have proven particularly attractive to our affluent customers, since they are able to borrow at lower interest rates as a result of the risk-based pricing feature.

Revolving mortgage loans . We also offer revolving mortgage loans to fulfill the personal finance needs of our mortgage loan customers. The borrower of a revolving mortgage loan typically, in addition to the original mortgage loan, obtains a revolving personal loan, the credit line of which is equal to the amount of the repayment under the mortgage loans.

Offset mortgage loans . In July 2003, we began offering offset mortgage loans, which enable customers to “offset” their deposits with us against their mortgage loan balance for purposes of calculating their monthly interest payments on their mortgage loan. This product allows customers to lower their mortgage loan interest payments and better manage their cash flow position, and also provides them with an incentive to deposit larger amounts with us.

Installment Finance

We provide installment finance to customers who use our strategic alliances’ channels, services or products. In 2012, installment finance maturities average approximately 21 months and the weighted average interest rate charged for installment finance was 2.42% per annum. Installment finance is high spread product. As of September 30, 2013, we had NT$3.21 billion of installment finance outstanding, which represented 1.0% of our total loans outstanding.

Automobile Loans

We provide automobile loans for both new and used automobiles. Automobile loan maturities average approximately 16 months. In 2012, the weighted average interest rate charged for automobile loans was 2.42% per annum. Automobile loans are typically sourced from automobile dealers and are secured by the automobile purchased. We generally lend up to 85% of the value of the automobile. We have formed strategic alliances with the Taiwan-based automobile finance lease providers, including the financing arms of Nissan Motor Co., and Toyota Motor Corporation, and Chailease Finance Co., and Jih Sun Auto Leasing Co., under which these financing providers introduce borrowers to us, perform payment collection and servicing on our behalf and make payments to us on behalf of delinquent borrowers, all in return for commissions that we pay to the financing arms. We also receive credit support for these automobile loans from these finance lease providers companies, enabling us to minimize our credit risk in making these loans. In addition, in 2010, we launched motor scooter loans to accommodate the vast number of motor scooter owners in Taiwan. As of September 30, 2013, we had NT$26.9 billion of automobile loans outstanding, which represented 8.4% of our total loans.

Personal Loans

We provide a range of personal loan products, primarily unsecured loans and, to a much lesser extent, secured loans. We also offer different product options to different client groups: (i) specific loans available to public servants, teachers, and employees of companies ranked among the top 5,000 in Taiwan in terms of annual sales turnover, as compiled by China Credit Information Service; and (ii) special loans available to employees

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with over half a year of service at most enterprises and organizations in Taiwan. Personal loans have maturities ranging from one to seven years and are made at either a fixed or a floating rate of interest. As of September 30, 2013, we had NT$10.1 billion of personal loans outstanding, which represented 3.1% of our total loans.

Credit Cards

Our credit card business is an important part of our consumer banking business and has been a major factor in our growth and profitability in recent years. We believe that we are one of the largest credit card providers in Taiwan in terms of credit card revolving balances, with NT$10.5 billion of credit card revolving balances as of September 30, 2013. As of the same date, we were also the eighth largest credit card issuer among all banks in Taiwan in terms of the number of credit cards, with approximately 1.4 million cards in-force.

We offer various bank cards and co-branded cards and related services. We believe that extensive marketing and innovative product offerings have contributed to the growth of our credit card business.

Our bank cards include Far Eastern New Century World Card, Infinite Card, Platinum Card, Gold Card, Classic Card, and Combo Card. Our co-branded cards include Esprit co-branded card, FETC co-branded card, Formosa Petrochemical Corporation Card and eTag Card. In addition, we periodically launch card spending and usage promotion activities in cooperation with merchants. For example, the Happy Go Card reward program allows customers to accumulate bonus points through use of our credit cards and from Happy Go Card merchants. Bonus points can be redeemed for merchandise or used to make utilities payments. They also offer card holders preferential services, among other offerings. In August 2013, we launched a new redemption channel “FEIB HAPPY GO Redemption APP” to make points redemption more convenient. Following the launch of MasterCard inControl (Secure pay for EC transactions) in September 2013. FEIB has become the inControl pilot bank in Taiwan.

In October 2006, we began to issue the Formosa Petrochemical Corporation co-branded credit cards. We grant benefits to the holders of our co-branded credit cards and record their Happy Go bonus points while Formosa Petrochemical Corporation also grants rewards and cash discounts to them. Double benefits provided by Formosa and us are especially attractive to car owners. In August 2011, we renewed our cooperation agreement with the Formosa Petrochemical Corporation under similar terms and conditions in order to continue our success strategic partnership. As of September 30, 2013, there were approximately 0.5 million Formosa Petrochemical Corporation co-branded cards in-force.

In 2009, we acquired the credit card business and certain identified assets and liabilities of AIG Credit Card, an indirect wholly-owned subsidiary of the American International Group, Inc. We are entitled to assume the purchased assets, including the credit card receivables and any other accounts receivable of the business which arise in the ordinary course of business, certain contracts and agreements entered into with a third party, its fixed assets, furniture, equipment, computer hardware and other tangible assets, and all claims, causes of action and other rights against third parties primarily relating to the purchased assets. We are also obliged to assume all liabilities and obligations with respect to the assumed assets and assumed agreements and any similar liabilities incurred by AIG Credit Card in the ordinary course of business, and all liabilities arising out of the employment of the transferred personnel. Our acquisition of AIG Credit Card’s credit card business and its related accounts receivable has enabled us to reach economies of scale for our credit card business.

In 2009, following the acquisition of AIG Credit Card’s credit card business and account receivable businesses, we entered into a five-year cooperation agreement with Nan Shan, who used to cooperate with AIG Credit Card for the Nan Shan Life Insurance credit card. Under this cooperation agreement, we issue Nan Shan co-branded cards. Holders of the Nan Shan Life Insurance co-branded cards are entitled to certain discounts if they use the card to pay insurance fees to Nan Shan. Our cooperation with Nan Shan has also enabled us to gain cross-selling opportunities to its four million insurance customers. In addition, we grant Happy Go bonus points to the holders of the Nan Shan Life Insurance co-branded cards as we do for our own credit card holders. As of September 30, 2013, we had approximately 0.1 million Nan Shan Life Insurance co-branded cards in-force.

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In November 2011, we launched the “C’est Moi” credit card targeting affluent female consumers. We offer exclusive benefits tailored to these female consumers’ needs as well as bonus Happy Go points for spending through the card. As of September 30, 2013, we had approximately 0.1 million C’est Moi credit cards in-force and the average spending amount of these cards was higher than the average spending amount of our other credit cards. In addition, the C’est Moi credit cards accounted for a substantial portion of the significant growth in the spending amount of our credit cards in the Far Eastern Department Store and Sogo Department Store.

In October 2013, we launched the “eTag co-brand cards” with Far Eastern Electronic Toll Collection Co. We offer exclusive product benefits with transportation-related products, as well as 100 KM free roadside assistance service. We also reward NT$100 cash rebate in pre-stored value of eTag account to the cardholder who applies the eTag account link service for the first time. By integrating the FET inter-group resource, we plan to revamp the C’est Moi credit cards and Formosa Petrochemical Corporation co-branded cards into the eTag credit cards so that FEIB cardholders can enjoy the diversity of service being provided.

Marketing and Promotion

We believe that extensive marketing and innovative product offerings have contributed to the growth of our credit card business. We have introduced a number of high-profile credit cards, including:

  • In the fourth quarter of 2013, we launched the “eTag co-brand cards” with Far Eastern Electronic Toll Collection Co.

  • In the second quarter of 2013, we launched the new event in order to raise penetration rate of Happy Go card members into FEIB HAPPY GO Credit Card member with Far Eastern Department Store and Ding Ding Integrated Marketing Service Co.

  • In the fourth quarter of 2013, we launched the “Far Eastern Plaza Hotel Firework” campaign, “FEIB Travel Happy Go part II” campaign and “HAPPY GO Redemption APP part II” campaign.

  • In the third quarter of 2013, we launched the “HAPPY GO Redemption APP”.

  • In the second quarter of 2013, we launched the “Income tax installment” campaign and “FEIB Travel Happy Go” campaign.

  • In the first quarter of 2013, we sponsored the “World Baseball Classic” baseball contests.

  • In the fourth quarter of 2011, we launched the “C’est Moi” credit card targeting affluent female consumers.

  • In the first quarter of 2011, we introduced the “HAPPYGO Redeem platform” and Chinese New Year dinner auction campaign.

  • In the fourth quarter of 2010, we launched the “Taipei 101 Firework” campaign.

  • In the third quarter of 2010, we launched the “Happy Gold” campaign.

  • In the second quarter of 2010, we launched the “FE Symphonies” campaign.

  • In the first quarter of 2010, we sponsored the opera “Turandot” and the Los Angeles Dodgers baseball game show.

  • In the fourth quarter of 2009, we launched the “Nan Shan Life Insurance” co-branded card.

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  • In the fourth quarter of 2006, we launched the “Formosa Petrochemical Corporation” co-branded card; and

  • In the third quarter of 2005, we launched the “ETC (Electronic Toll Collection)” co-branded card.

Going forward, we plan to continue to offer new products and benefits to our cardholders and to further refine our credit card business. For example, we plan to further capitalize on the synergies from our Happy Go card and Far Eastern group’s leading retail and distribution channel.

Products

Revenues from our credit card business consist principally of interest paid by cardholders on revolving balances, interchange fees paid by merchants in connection with purchases, fees paid by cardholders for cash advances and late payments. The average interest rate charged on revolving balances outstanding were 12.28%, 11.80%, 11.39% and 10.87%, respectively, in 2010, 2011, 2012 and the nine months ended September 30, 2013. Cardholders also have the option to pay a fixed minimum payment and allow the balance on their accounts to revolve. Interchange fees are approximately 1.28% of the amount of each transaction. As of September 30, 2013, we had NT$10.5 billion of credit card revolving balances.

We monitor the delinquency of all credit card accounts by the number of days overdue. We start the payment collection process as soon as a payment is past due and, when necessary, seek repayment with the assistance of outside collection agencies. We collect receivables that are overdue from 30 to 180 days, while the portion of receivables more than 180 days overdue and least likely to be collected are outsourced to external agents for collection. The 180-day delinquency rate on our credit card receivable balances was 0.12% as of September 30, 2013.

The following table sets forth certain information regarding our credit card business for the periods indicated.

Credit card data
Interest income . . . . . . . . . . . . . . . . . . . . . . . . .
Fee income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card transaction volume . . . . . . . . . . . . .
Credit card revolving balances . . . . . . . . . . . . .
Credit card receivables(2) . . . . . . . . . . . . . . . . . .
Interest rate on credit card revolving
balances(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
90-day delinquency rate(4) . . . . . . . . . . . . . . . . .
Gross write-off ratio(5) . . . . . . . . . . . . . . . . . . . .
Number of credit cards in-force (in
thousands)(6) . . . . . . . . . . . . . . . . . . . . . . . . . .
Market share by cards in force(7) . . . . . . . . . . . .
Year Ended December 31,
Nine Months Ended
September 30,
2010
2011
2012
2012
2013
(NT$ in millions except for percentages and card numbers)
1,185
996
937
698
705
1,003
963
1,040
768
737
51,279
55,114
60,320
45,017
47,399
11,221
10,774
10,676
10,622
10,472
15,631
15,530
15,414
15,148
15,329
12.28%
11.80%
11.39%
11.39%
10.87%
0.48%
0.22%
0.40%
0.40%
0.29%
0.23%
0.13%
0.13%
0.14%
0.14%
1,192
1,286
1,436
1,404
1,418
3.88%
3.91%
4.21%
4.17%
4.06%
Nine Months Ended
September 30,
Nine Months Ended
September 30,
2013

Notes:

(1) Represents interchange fees, cash advance fees, annual fees, late charge fees, deferred payment fees and other fees.

(2) Represents credit card revolving balances plus credit card receivables for current 30-day billing cycle.

(3) Represents interest income from credit card revolving balances divided by the daily average of credit card revolving balances for the period.

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  • (4) Represents the balance of delinquent credit card debt over 90 days divided by total credit card debt.

  • (5) Represents gross write-offs divided by the average monthly balance of total credit card debt for the period.

  • (6) Represents the number of credit cards that are valid as of the end of the period.

  • (7) Based on the number of credit cards in force as reported by the FSC.

Corporate Banking

We provide a broad range of products and services to our corporate customers, including governmental agencies and government enterprises. Our principal products and services include loans, deposits, guarantees and acceptances, cash management, factoring, revolving credit facilities, overdraft facilities, bills discounting, payment remittances, foreign exchange transactions, loan syndication and letters of credit.

Historically, our corporate lending has focused on providing corporate loans to medium- to large-sized companies in Taiwan, as they tend to have lower credit risk compared to smaller companies. As more and more Taiwanese companies build their manufacturing facilities overseas, we have strengthened our transactional banking services and expanded our cross-border banking products and services, with high value-added fee-based niche products such as factoring and trade financing. To capitalize on the strong growth in Greater China, particularly in the PRC, we have integrated our Taiwan branches with our offshore banking unit, or OBU, and Hong Kong branch to efficiently provide value-added corporate banking services to better serve the financial needs of our clients, especially Taiwanese enterprises, in the PRC. We believe that we will be able to leverage our existing relationships with our corporate customers to expand our products and services in the Greater China region. Starting 2010, due to the lifting of restraints on exposure to the PRC and growing volume of cross-strait financial business, we established a China-HK Regional Corporate Finance Center in Hong Kong to provide direct and efficient banking services to corporations located in the PRC, in order to achieve the expansion of our business in the Greater China region.

Our corporate banking products and services are provided through our six corporate banking centers in Taiwan, our offshore banking unit, our Hong Kong branch, and our Internet platform. See “—Distribution”. As of September 30, 2013, our Corporate Banking Group had 172 employees.

We impose strict asset quality controls and have strengthened our risk management to reduce operating risk. As of September 30, 2013, our outstanding corporate loan totaled NT$143.6 billion. Our corporate deposits as of September 30, 2013 were NT$245.6 billion. As of September 30, 2013, our major factoring business stood at NT$17.4 billion, while import value reached US$98.2 million and export volume was US$148.1 million.

Corporate Loans

Corporate loans include (i) short-term loan facilities, most of which are unsecured revolving lines of credit for working capital purposes, and (ii) medium-term and long-term loan facilities on a term basis, which are generally secured. We also participate in syndicated loan facilities. As of September 30, 2013, we had NT$31.1 billion in syndication loans outstanding, representing 27.1% of our corporate loans or 9.7% of our total loans. Approximately 79.7% of the loans outstanding as of that date were denominated in NT dollars, with the remainder denominated in foreign currencies, principally the US dollars.

In order to maintain our asset quality, we have pursued a policy of diversification by lending to corporate borrowers in a wide range of industry sectors across different geographic regions in Taiwan. Our largest concentration of corporate loans as of September 30, 2013 was to companies in the electronics industry, which accounted for 15.0% of our total corporate loans as of such date. See “Description of Assets and Liabilities— Credit Exposure—Corporate loan exposure”.

Guarantees and Acceptances

We act as a surety for our corporate customers by issuing guarantees for commercial paper, corporate bonds, deferred payment of customs and duties on imported raw materials and machinery, and repayment of loans made

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to these customers by local and foreign banks. Guarantees and acceptances are provided to corporate banking customers, usually as part of an overall credit facility, including a loan facility. We receive a fee for providing guarantees and acceptances and receive interest income on amounts that we are required to pay on behalf of a customer in connection with a guarantee or acceptance. Once a payment is made in connection with a guarantee or acceptance, that guarantee or acceptance is treated as funded credit exposure. Fees earned on guarantees and acceptances can range from 0.5% to 2.0% of the guaranteed obligation per annum. Guarantees are treated as off-balance sheet liabilities. As of September 30, 2013, we had a total of NT$12.5 billion in guarantees and acceptances outstanding.

Trade Financing

We provide trade financing for bilateral trades between the ROC and other countries, as well as tripartite trade financing for trades between two countries which are routed through a third country. We receive service fees for providing trade finance facilities and interest income on amounts that are drawn under the facilities. We plan to continue to focus on trade financing business, particularly for ROC technology companies that have production facilities in eastern and southern China. We generated import and export finance-related fees of NT$11.5 million for the nine months ended September 30, 2013.

Factoring

We offer factoring facility services which enable our corporate customers to transfer their account receivables to us, with or without recourse. We receive service fees for providing these services and receive interest income in the form of discounted bills and receivables which we purchase. Our turnover of factored invoices amounted to NT$18.0 billion for the nine months ended September 30, 2013. We plan to expand our factoring business domestically and internationally to support ROC companies exporting into international markets.

Cash Management

Cash management services enable customers to expedite their receivable collection processes and make payments to suppliers more efficiently, thereby optimizing liquidity and reducing operating costs. Cash management services provide us with accounts receivable financing opportunities. Our cash management services consist of the following:

  • a web-based collection service through which corporate banking customers can direct us to collect payments on their behalf;

  • a web-based payment service which enables customers to transfer funds via the Internet under a secured system. Distinctive features include inter-bank fund transfers, real time e-mail notifications to subscribers, forward dated (up to 365 days and 30 days for NT dollars and foreign currency, respectively) remittance services and a designated user web-page; and

  • an automated check writing service or web-based bundle transfer through automated clearing house, through which corporate banking customers can direct us to make dividend payments on their behalf.

Corporate Finance

We established the Corporate Finance Department, or the CFD, to undertake syndication loan, structured finance, corporate trust, financial advisory and other similar businesses. The CFD focuses on transaction opportunities with higher fee incomes or innovative embedded structures. As a result of growing market demands in the past three years, gross fee income of CFD increased from NT$66.6 million in 2010 to NT$62.2 million in 2011 and further to NT$65.2 million in 2012. Gross fee income of CFD amounted to NT$98.3 million in the nine months ended September 30, 2013.

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Financial Markets

After the global economic recession, the CBC terminated the expansionary monetary policy and maintained the interest rate at the same level. Under this changing policy, we have adjusted our product mix to increase niche products, such as convertible bonds asset swap, foreign exchange margin trading and credit linked derivatives. As of September 30, 2013, our balance of government bonds purchased accounted to NT$17.3 billion. Our investments in derivatives focus primarily on foreign exchange forward contracts (forward purchase and forward sale), swaps and options reached NT$335.8 billion as of September 30, 2013. Convertible bond asset swaps undertaken by us as of September 30, 2013 totaled NT$21.4 billion. Our convertible bond asset swap, foreign exchange margin trading, and credit derivatives investments all ranked first in Taiwan in 2012.

Treasury Department

Our Treasury Department’s principal function is to manage our liquidity and foreign exchange positions through commercial deposits, fixed-income instruments and repurchase obligations and through active participation in the foreign exchange and interbank money markets. Its investments in fixed-income instruments are made primarily for the purpose of managing our legal reserve and are comprised primarily of government bonds, commercial paper and corporate debt that are guaranteed by financial institutions. The Treasury Department also engages in proprietary trading activities from time to time. The Treasury Department monitors our daily local and foreign currency cash flows and liquidity positions and reports these positions, as well as money market conditions, interest and exchange rate movements and loan to deposit ratios, to the Asset and Liability Management Committee.

As of September 30, 2013, the Treasury Department is comprised of 51 professionals and is divided into eight functional units:

Foreign Exchange Unit . The foreign exchange unit manages our foreign exchange exposure and offers foreign exchange products to our customers. The unit trades in currencies and derivative instruments, primarily through spot and forward exchange contracts, currency swaps and cross currency swaps. The foreign exchange unit also engages in hedging transactions relating to our exchange rate risks and in local and foreign currency derivative transactions. The principal goal of these trading activities is to minimize the impact of currency exchange fluctuations on our financial position. Traders are subject to counterparty, per trade, stop loss and total exposure limits.

Money Market Unit . The money market unit manages inter-bank lending for both local and foreign currencies, monitoring reserve positions, trading in various securities to meet funding requirements, setting interest rates for negotiable time deposit certificates and foreign currency lending and deposit, and cooperating with the Central Bank of China for our open market operations.

Debt Securities Trading Unit . The debt securities trading unit’s activities principally involve trading for our own account using the portion of our liquidity reserve in excess of the minimum regulatory requirement. The purpose of such trading is to realize trading gain and to provide liquidity to our reserve position. The unit typically trades in debt securities, such as commercial paper, government bonds and bond repurchase transactions. Traders are subject to counterparty, per trade, stop loss and total exposure limits.

Treasury Marketing Unit . The treasury marketing unit promotes new financial products to our consumer and corporate banking customers. The desk focuses on developing asset-liability management products to meet the investment, financing and hedging needs of our customers. The desk also provides tailor-made solutions in order to provide value-added products and services to our customers.

Asset Swap Unit . We began our asset swap business in October 2002. Our asset swap unit exchange the interest payment on fixed income convertible bonds for floating rate interest and sell the stock options on the

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convertible bonds in the option market. Our asset swap/structured product unit facilitates the bond issuance efficiency and liquidity in the secondary market. Meanwhile, our asset swap/structured product unit enjoys a leading market share.

Foreign Exchange Margin Unit . Our foreign exchange margin unit conduct foreign exchange margin trading for our customers. Our foreign exchange margin unit enjoys a leading market share for foreign exchange margin trading.

Financial Institution Unit . Our financial institution unit focuses on financial products including short term borrowing to domestic and foreign financial institutions and mid- to long-term international syndication loans. Our financial institution unit also provides other financial holding companies, life and property insurance companies and other financial institutions with deposit services and hedging products for their derivative products.

Credit Derivatives Unit . Our credit derivatives unit focuses on domestic and international credit derivatives products, including euro convertible bond or euro exchangeable bond asset swaps, credit linked loans, credit link notes and credit default swaps.

Investment Department

The Investment Department is divided into a long-term investment team and a short-term investment team. The long-term investment team manages and processes our investments in subsidiaries and affiliates. The shortterm investment team manages, on a proprietary basis, our investment in equity securities and equity mutual funds. The Investment Department sets the internal trading guidelines and it approves the guidelines for day-today trading, including total investment amount and daily trading limits for each stock. All securities trading are subject to stop loss limits and these limitations and guidelines are reviewed on a regular basis.

Deposit Products

We offer four basic types of deposit products—checking, demand, savings and time deposits—in NT dollars, US dollars and other foreign currencies. We offer varying interest rates on our interest-bearing deposit products depending upon market interest rates, the rate of the return on our interest-earning assets and interest rates offered by other commercial banks. We offer deposit products to both corporate and consumer banking customers. As of September 30, 2013, corporate deposits accounted for 66.0% and consumer deposits accounted for 34.0% of our total domestic deposits. Interest rates on corporate deposit products are typically lower than those on consumer deposits.

Checking . Checking accounts do not bear interest and allow accountholders to deposit or withdraw funds at any time without penalty. Checking accounts appear as demand deposits, noninterest bearing in our financial statements.

Demand deposits . Demand deposits bear interest and allow accountholders to withdraw funds at any time without penalty. Demand deposits accrue interest at a floating rate.

Savings deposits . We offer two types of savings deposit products: “time” savings deposits and “demand” savings deposits. Time savings deposits require the customer to maintain a deposit for a fixed term, during which interest accrues at a fixed or floating rate, and withdrawals are allowed prior to maturity only upon payment of a penalty. The minimum maturity for time savings deposits is one year. Demand savings deposits bear interest at a floating rate, and accountholders may withdraw funds at any time without a penalty. As of September 30, 2013, time savings deposits and demand savings deposits constituted approximately 35.09% of our deposits.

Time deposits . Time deposit accounts generally require the customer to maintain a deposit for a fixed term, during which interest accrues at a fixed and floating rate, and only allow withdrawals prior to maturity upon

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payment of a penalty. Currently, we offer time deposit products with maturities of up to three years. Our time deposit products include certificates of deposit in NT dollars and certain foreign currencies.

In addition to deposits from consumer and corporate customers, we receive deposits from the ROC Postal Bureau, which places deposits with ROC banks that meet certain credit requirements. These deposits are excluded from our deposits for the purpose of meeting reserve requirements. See “Regulation of the ROC Banking Industry—Financial Requirements—Reserve requirement”.

The following tables set forth information regarding our consumer deposits, by amount and as a percentage of total consumer deposits, as of the dates indicated.

Consumer deposits(1)
Savings-demand
deposits . . . . . . . . . .
Checking deposits . . .
Demand deposits . . . .
Foreign currency
demand deposits . . .
Total demand
deposits . . . . . . . . . .
Savings-time
deposits . . . . . . . . . .
Time deposits . . . . . . .
Foreign currency time
deposits . . . . . . . . . .
Total time deposits . . .
Total consumer
deposits . . . . . . . . .
Number of consumer
accounts . . . . . . . . .
As of December 31, As of December 31, As of December 31, As of September 30, As of September 30,
2010 2011 2012 2012 2013
NT$
%
(in
45,659.2
38.5
385.1
0.3
1,116.5
0.9
4,807.2
4.2
51,968.0
43.9
56,255.3
47.5
5,809.6
4.9
4,412.7
3.7
66,477.6
56.1
118,445.6 100.0
897,909

Note:

(1) Domestic deposits only.

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The following tables set forth information regarding our corporate deposits, by amount and as a percentage of total corporate deposits, as of the dates indicated.

Corporate deposits(1)
Demand deposits . . . .
Checking deposits . . .
Foreign currency
demand deposits . . .
Total demand
deposits . . . . . . . . . .
Time deposits . . . . . . .
Postal deposits . . . . . .
Foreign currency time
deposits . . . . . . . . . .
Total time deposits . . .
Total corporate
deposits . . . . . . . . .
Number of corporate
accounts . . . . . . . . .
Note:
As of December 31, As of December 31, As of December 31, As of September 30, As of September 30,
2010 2011 2012 2012 2013
NT$
%
(in
18,303.4
8.9
2,135.0
1.0
2,769.3
1.4
23,207.7
11.3
156,567.2
76.0
20,382.6
9.9
5,759.9
2.8
182,709.7
88.7
205,917.4 100.0
23,553

(1) Domestic deposits only.

Individual Banking

Our Individual Banking Group has enjoyed rapid growth since its inception in 2004. As of September 30, 2013, our individual banking group had 747 employees, of which 233 were a dedicated sales force for wealth management products.

Wealth Management

We offer a variety of investment, insurance and trust products and services to our customers. Trust products and services include mutual funds, fixed-income and structured investment products and custodial services. We also provide our customers with deposit services, financial planning and a platform to access mutual funds, structured investment products, bonds, ETF, securities and insurance products. In addition, we are dedicated to developing a comprehensive and friendly wealth-management business on the concept of one-stop service that complements our traditional banking services. To supplement our network of 55 branches, we endeavor to promote our electronic banking services including e-commerce fund custody and online payment service via Web-ATM. We have combined the branding value found in traditional branches with the security and convenience of online payment service.

We also provide customized wealth management services to customers with investable assets of at least NT$300,000 with us. These customers typically purchase more products and services from us than other customers. Our customized wealth management services include financial planning and investment advice tailored to such customer’s needs, as well as individual financial advisors.

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Despite the economic downturn beginning in the second half of 2008, our wealth management business reported strong growth. Our funds and insurance under management totaled NT$33.6 billion, NT$47.1 billion and NT$53.4 billion as of December 31, 2010, 2011 and 2012, respectively. As of September 30, 2013, we had NT$58.8 billion of funds and insurance under management. Moreover, with strong investment product promotions, our total investment fee income (including insurance) totaled NT$580.8 million and NT$668.6 million as of December 31, 2011 and 2012, respectively. Our total investment fee income (including insurance) increased 20% to NT$588.4 million for the nine months ended September 30, 2013, from the same period in 2012. Our total investment fee income (including insurance) is expected to increase 20% to NT$800.0 million for the year ended 2013, from the same period in 2012.

Depositary Banking Services

In 2003, we began our depositary banking services, and have served as the depository of TDRs for several famous foreign corporations, including Sandmartin International Holdings Limited from China, Cal-Comp Electronics Pub Co Ltd. from Thailand and Oceanus Group Limited from Singapore. Under the deposit agreements with these issuers, we provide international depositary banking services regarding the conversion, sale and re-issuance of TDRs. Our depositary banking services ranked first in Taiwan in 2011 and 2012.

SME

We established the SME department in April 2010 and accomplished the first new case in July 2010. As of September 30, 2013, the new drawdown to SME customers was NT$4.0 billion while the loan outstanding to SME customers was approximately NT$4.6 billion, representing an increase of 81.9% compared with the year ended December 31, 2012. We consider SME one of our growth areas, which helps us to grow new customer base as well as increase our profit margins.

Risk Management

Credit Risk

Corporate Banking . We engage in stipulating stable, precise corporate banking lending and after-loan management processes to control asset quality. We also maintain an appropriate ratio of lending industries, centralize management of corporate lending risk and regularly adjust when necessary industry or corporate ratios in accordance with economic performance, industry trends and our operating policy to diversify and reduce risk. In addition, through after-loan management, interim credit line granting process and lending pre-warning systems, we aim to impose real time risk monitoring to take early responsive measures against potential problematic loans.

Consumer Banking and Credit Card Business . Our lending policy takes into consideration the principle of risk dispersal, and defines the lending ratio of mortgage, unsecured loans and credit card receivables in order to ensure proper distribution of asset portfolio risk. We strengthen the operation of credit cycle, through Product Profit Report (PPR) and Net Credit Loss (NCL) evaluations to expound on product risk limits. We also implement additional approval management, interim credit line granting and second review mechanisms in order to trace risk and re-evaluate risk. Business managers and risk managers hold meetings regularly to examine lending portfolios and credit risk to ensure steady growth.

SME Business . To control our asset quality in connection with loans to our SME customers, we mainly focus on loans that are guaranteed by the Small and Medium Enterprise Credit Guarantee Fund of Taiwan, or loans that are otherwise secured by real estate mortgage. Also, we aim to avoid concentration to single customers and thereby divert the risks. We set up our target NPL ratio based on the estimated return as well as potential credit risk. In addition, we adjust our risk management policy based on quarterly evaluation on the operation performance and asset quality, as well as overall economic condition and market competition.

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Operational Risk

With independent internal auditing, we examine execution of our operations risk management. We set up follow-up mechanisms regarding areas for improvement, and presents verification checking results in a timely manner to the Board of Directors. In order to strengthen our internal controls and prevent damages, each business unit has established a self-auditing system and requires the Auditing Department to implement general auditing and special auditing at each business unit. We also employ a Compliance Officer system to ensure that we strictly abide by all regulations.

To manage operational and management process risk, we evaluate the frequency and severity of macro events, and strive to lower asset loss and impact by way of insurance, outsourcing, and/or write-offs. We have also set up information safety control guidelines conforming to the requirements of BS7799 Information Security Management Systems, including IT safety policies, process, supervision, audit and educational training to mitigate information risk.

Market Risk

We control trading risk held by every trading unit around various financial instruments and even whole trading room risk by setting up certain positions from specific clerk, stop-loss limits for all positions to different financial instruments and products to control market risk within a reasonable range. Special staff and teams check twice daily at noontime and end of day to review results, immediately square positions when reaching limits, and evaluate each day’s gains or losses of un-squared positions.

Risk management personnel from the Middle Office, work independently from Front Office and Back Office staff, yet belong to the Risk Management Department. They monitor trading exposure positions and maintain risk control mechanisms, and directly report to high-level managers, if not executives, who are not involved in the trading business.

Liquidity Risk.

We control and reduce liquidity risks by maintaining access to stable, low-cost and adequate deposits and liquid assets. We also monitor adequacy of liquidity and conducts periodical stress test and reviews on risk management goals to minimize liquidity risks.

Credit Administration and Policy

Consistent with our prudent approach to credit risk management, we believe we have maintained stringent credit standards since our inception. As of December 31, 2010, 2011 and 2012, we had an NPL ratio of 0.50%, 0.22% and 0.46%, respectively. As of September 30, 2013, our NPL ratio was 0.36%, compared to the industry average of 0.45% for all banks in Taiwan as of September 30, 2013.

Our credit risk management function is independent of our sales and marketing function. We manage credit risk by lending to a diverse base of consumer and corporate customers in various industrial and geographic sectors. To improve asset quality, we delegate lending authority to credit approval officers based not only on rank and experience but also on annual performance appraisals and individual track records.

Under our independent risk management department, two specialized teams, namely the corporate banking team and consumer banking team, directly manage risk with regard to the respective business groups. Meanwhile, we have instituted both department-specific and bank-wide general lending guidelines for use in the review of loan applications. Our general lending guidelines require a review of the “5P” categories of information:

  • People —for an individual customer, the integrity and the financial background of the applicant; for a corporate customer, the integrity, background and experience of key members of the applicant’s management team;

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  • Purpose —the proposed use of the loans;

  • Payment —the applicant’s ability to pay interest and repay principal based on an analysis of current and forecasted cash flow, the ability and willingness to make payment and other items;

  • Protection —in the case of secured loans, the value of proposed collateral; and

  • Perspective —for an individual customer, the applicant’s employment potential; for a corporate customer, the business prospects of the applicant and its industry.

We strictly follow the restrictions on credit concentration on non-related parties or affiliates (as defined in the ROC Banking Law) set forth in the guidelines issued by the FSC on January 28, 2010. See “Regulation of the ROC Banking Industry—Asset Quality and Lending Requirements—Restrictions on credit exposure to nonrelated parties”.

Consumer Credit Administration

The consumer banking credit control unit under the risk management department is responsible for the consumer loan approval process. As of September 30, 2013, the consumer banking credit control unit had 37 credit approval officers responsible for the review and approval of all consumer loan applications. In addition, the consumer banking credit control unit has a separate team of qualified appraisers responsible for appraising the value of collateral. Credit approval policies are based on written guidelines, which are periodically reviewed and revised by our board of directors. These guidelines require a review of a variety of factors, including customer type, the customer’s ability to repay, payment records, use of proceeds, collateral requirements and the length of time a borrower has been our customer. As part of our consumer loan application process, we conduct telephonic interviews with all applicants and contact personal references provided by the applicants. We also refer to any credit history information on applicants that is available from the Joint Credit Information Center of Taiwan.

Credit Card Credit Administration

The credit card control unit under the risk management department is responsible for the credit card approval process. As of September 30, 2013, the credit card control unit had 30 credit approval officers responsible for the review and approval of all credit card applications.

When considering credit card applications, we refer to information on applicants, including payment records and credit lines that are available from the Joint Credit Information Center of Taiwan.

Consistent with our strategy of focusing on developing good quality credit card revolving balances and enlarging the total number of active credit cards in force, we selectively approve new credit card applications. For the nine months ended September 30, 2013, our approval rate for new credit card applications was approximately 80.69%.

Corporate Credit Administration

The credit risk management (corporate banking) department and the credit committee are responsible for corporate credit risk management. The credit risk management (corporate banking) department reviews and investigates loan applicants, and, based on such review and investigation, the credit risk management (corporate banking) department submits a written recommendation to the credit committee for further action. The credit committee, whose members consist of two executive vice presidents, the head of the credit risk management (corporate banking) department and various managers in the Corporate Banking Group, meets weekly to review large credit applications and the status of our credit exposure. We require at least five senior managers,

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representing senior management, credit risk management and corporate banking, to be present for such weekly meeting of the credit committee. From time to time, we review credit policies to manage our exposure to different industries, groups and individual borrowers.

Our corporate loan application, review and approval process generally consists of three stages. In the first stage, a loan officer interviews the loan applicant and prepares a loan application for the applicant. This loan application includes a credit analysis on such applicant. The credit risk management (corporate banking) department then conducts a review of the loan application and the credit analysis included therein and makes a recommendation In the second stage, the loan application, together with all supporting documentation and the written recommendation of the credit administration department, is submitted to the credit committee for review. The credit committee makes a recommendation on each loan application, but does not itself approve the making of loans. In the final stage, after taking into account the credit committee’s recommendation, loans are approved by an executive vice president, the general manager, our board of managing directors or our board of directors, depending on the authority.

We conduct on-going monitoring and periodical formal reviews of our outstanding corporate loans. Approximately two months after a corporate loan is disbursed, a group of personnel who were not involved in the original review and approval of the corporate loan will conduct a comprehensive review and check to confirm that the loan documentation is complete and that all collateral is in place. We conduct formal reviews of loans exceeding NT$10 million on a semi-annual basis to determine the borrower’s compliance with the loan agreement and the borrower’s financial and business condition. We also conduct quarterly reviews of loans with an inferior risk rating that are on our watch list. Special reviews are conducted immediately for loans to borrowers whose creditworthiness has deteriorated due to changes in the market or industry conditions or whose financial status or business condition has reportedly declined.

Distribution

We recognize the importance of utilizing a broad network of distribution channels to increase our sources of income and enhance our reputation and brand recognition. Our distribution network includes full branches, minibranches, Internet banking platform, mobile banking platform, automated service machines and 24-hour phone banking. As part of our long-term strategy for developing and integrating both our traditional and technologybased channels, we aim to offer customers convenient access while enhancing our overall operating efficiency.

The following table sets forth the percentage of banking transactions conducted for the nine months ended September 30, 2013 through our different types of distribution channels, measured in number of transactions. The number of transactions conducted through the technology-based platform represented 60.9% of the total transactions.

Banking transactions by type
Automated service machines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Phone banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Internet banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total technology-based banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total branch walk-in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total banking transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of September 30, 2013 As of September 30, 2013
Number of
Transactions
% of Total
Transactions
(in thousands, except
percentages)
14,037
55.3%
55
0.2%
1,373
5.4%
15,465
60.9%
9,919
39.1%
25,384
100.0%
% of Total
Transactions

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Branch network

As a result of the Chinfon Bank acquisition in 2010, we acquired 19 operating units as our new branches. In addition, given the rapid growth of our business, we were approved in 2010 to establish one new branch in Taipei. As of September 30, 2013, we had 54 domestic branches, about half of which are located in the greater Taipei metropolitan area. We also have an offshore banking unit. We work closely with companies within the Far Eastern Group in selecting branch locations. Seven of our branches are adjacent to offices of Oriental Securities and three are located within Far Eastern A-Mart stores and Far Eastern Department Stores in Panchiao, Taoyuan and Kaohsiung. We believe that these locations are advantageous as they facilitate customer spending and crossselling. We increasingly use our branches to provide wealth management services to our affluent customers and to cross sell different products. For example, in collaboration with Far Eastern International Securities Company Ltd., our branch located in Taipei 101 aims to provide wealth management services to high net worth individuals.

ROC government regulations prohibit banks in Taiwan from opening more than three branches each year. In 2000, the ROC government began to allow banks to establish mini-branches, which are smaller in location size and staff numbers compared to regular branches, and are only equipped to perform simple and less time-intensive transactions. Mini-branches primarily cater to consumer customers and can also be used as marketing offices and service centers.

In 2010, in view of the growing cross-strait financial businesses, we established a China-HK Regional Corporate Finance Center under our Hong Kong branch to provide direct and efficient banking services to Taiwanese corporations located in the PRC and to achieve the expansion of our business in the greater China region.

Technology-based distribution channels

We believe that technology based distribution channels are an important part of our distribution network. We are developing a number of technological solutions to improve customer service and lower operating costs. These technology based channels include Internet-based solutions for both individual and corporate customers, automated service machines, call centers, mobile banking and automated telephone banking.

In January 2010, we established our online banking platform, FE Direct, to offer an integrated online services package, including NT-dollar deposits, foreign currency deposits, Happy Go inside debit card, fund investments and Web ATM. We also provide the customer who subscribes to FE Direct service with a debit card which contains all functions of a normal debit card and a Happy Go bonus point account. FE Direct is positioned to provide a more convenient services package to our existing customers and generate additional business by attracting customers who are accustomed to handle matters through Internet. As of September 30, 2013, FE Direct had successfully acquired 22,035 customers in force with total NT$3.7 billion outstanding deposits, equivalent to one well-established branch scale.

Customer Relationship Management

We use our customer relationship management, or CRM, system to promote cross-selling of products and services, improve services and manage credit risks. Our centralized database is shared by all of our business units and branches. Our CRM system enables us to collect and consolidate customer information from our distribution channels and store that information in a high-capacity database where it can be accessed for analysis.

We have built a bank-wide data warehouse and data marts. Using the data warehouse, we develop customer segmentation models for micro-segment marketing strategy setting and predictive models to increase product holdings. In the coming years, we aim to use a campaign management system to automate the campaign management process. Furthermore, the data warehouse will be linked to our CRM system to facilitate data exchange and will be fully integrated with our CRM system to enhance and further leverage our relationships

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with our customers. We have formed the business analytical teams across SBUs, and have more than 25 big data specialists that have been trained for data mining. By utilizing statistics, econometrics, computer modeling and industry expertise, we believe that the following benefits can be achieved:

  • creating 360 degree customer view;

  • improving customer analysis, marketing activity plan and credit risk analysis ability;

  • leveraging new relationships with customers;

  • improving new product acceptance rates;

  • decreasing time-to-market;

  • increasing advertising effectiveness;

  • decreasing marketing expenses; and

  • better identifying cross-selling opportunities within different groups.

We have built a state-of-the-art call center system which enables our customer service staff to provide high quality service to our customers and to engage in cross-selling appropriate products and services to our customers.

Information Technology

To remain competitive and to sustain our future growth, we are committed to the ongoing development, maintenance and use of technology throughout the organization to improve our service quality and management efficiency.

Electronic banking and mobility is our IT strategy focus. We have retail internet banking, corporate internet banking and FEIB Direct banking to serve different customer segments for many years. In October 2013, we launched internet margin trade platform and CB option platform for financial market customers. In September 2013, we cooperated with Mastercard and launched an exclusive pilot member project that adopted MasterCard-in-control mechanism for internet credit card payment. We also encourage customer to use QR code for credit card bill payment. In August 2013, we successfully launched the NFC pilot and happy-go loyalty redeem app for iOS and Android platform. This app can support location-based campaign and online-to-offline, or O2O, business model.

Understanding that we are in the big data era, we redesigned our data warehouse architecture to support cross sales and risk management in June 2013. We use the SAS analytical platform as the analytical facility for our business analytical teams and management information system (“MIS”) team across SBUs. We are also improving and further developing our customer segmentation model and cross-sell and up-sell predict model in order to improve product penetration rate of our retail customers.

To leverage the technology of cloud computing, we started to use virtualization technology in 2011 and launched several system consolidated projects to build cloud-enabled data center and hybrid IT.

We are committed to providing secured and reliable information services. We implement ISO information security control norms and best practice. We were certified with ISO/IEC 28001 in 2006, and continued to receive BSI international organization semi-annual reassessments certification.

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Employees

We had 2,778 employees as of September 30, 2013, including 751 employees in individual banking, 172 employees in corporate banking, 927 employees in consumer banking and credit cards, 52 employees in finance markets and 876 employees in other business activities. The 2,778 employees included 320 employees from service dispatching company as of September 30, 2013. We had 2,689, 2,926 and 2,849 employees as of December 31, 2010, 2011 and 2012, respectively. During the past three years, we have not experienced any material changes in the number of our employees. We believe that our employees are the most important element of our company and that professional training is one of our key responsibilities. We have devoted significant attention and resources to recruit and train our employees in order to enhance their professional capabilities and to instill the qualities that are essential to enable us to realize our long-term goals.

We provide on the job training as well as training in classrooms. Training programs are aimed at capabilities management, which include professional competencies, human competencies and business competencies. From January 2011 to September 2013, we have conducted 650 in-house training sessions and 533 outside training programs. We recruit from the top universities in Taiwan as well as from other financial institutions. We believe that a high degree of customer satisfaction can only be achieved by satisfied employees. We provide benefits that include staff loans and medical, educational and other allowances. We believe that we have created an attractive work environment for our employees. Our employees are not unionized. We currently do not have any employee stock option plan.

Properties

Our headquarters and our registered office are located at 1st Floor, No. 205, No. 207 and No. 209 and 2nd Floor, No. 203 and No. 207, Section 2, Tun Hwa South Road, Taiwan, ROC. We currently lease properties with an aggregate floor area of approximately 59,930 square meters, including our registered office, and we own properties with an aggregate floor area of approximately 45,420 square meters. Of our 55 locations, we currently own seventeen and lease the remainder. All our owned and leased properties are covered by insurance covering risks, including fire, typhoon and floods, up to their respective replacement values. We also maintain occupier’s liability insurance in relation to our properties. We believe that our owned and leased properties are adequate for the conduct of our businesses for the foreseeable future.

Insurance

We have maintained insurances in line with our industry practice, including electronic equipment insurance, public liability insurance, commercial fire insurance, banker blanket bonds insurance, bankers deposit box liability insurance and liability insurance for directors and supervisors.

Legal Proceedings

We are engaged in certain routine legal actions incidental to our businesses. We are not or have not been involved in any litigation, arbitration or administrative proceedings, whether pending or threatened, which may have or have had during the previous 12 months a significant effect on our financial position.

Credit Rating

For foreign currency borrowings, Fitch Ratings Limited has given us a long-term credit rating of “BBB-” and a short-term credit rating of “F3”, with a “negative” outlook (applies to “long-term foreign-currency IDR”). For national rating, we have been given a long-term credit of “A(twn)” and a short-term credit rating of “F1(twn)”, with a “negative” outlook (applies to “ national long-term rating”).

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Subsidiaries

The following table sets forth certain information as of December 31, 2012, regarding our subsidiaries (all issued shares in these subsidiaries and affiliates are fully paid and non-assessable):

Name and registered
address
Far Eastern Life
Insurance Agency
Co., Ltd (“Far
Eastern Life
Insurance”) 6F-3,
No. 189 Yan Ping
South Road, Taipei,
Taiwan . . . . . . . . . . .
Far Eastern Property
Insurance Agency
Co., Ltd.(“Far
Eastern Property
Insurance”) 6F-3,
No. 189 Yan Ping
South Road, Taipei,
Taiwan . . . . . . . . . . .
Far Eastern Asset
Management Co.,
Ltd.(“FEAMC”) 4F-
1, No. 267 Dun Hwa
South Road, Sec. 2,
Taipei, Taiwan . . . . .
Far Eastern
International
Securities Co.,
Ltd.(“FEIS”) 51F,
No. 7, Xinyi Road,
Sec. 5, Taipei,
Taiwan . . . . . . . . . . .
Far Eastern Insurance
Brokerage Co.,
Ltd.(“FEI
Brokerage”) 51F,
No. 7, Xinyi Road,
Sec. 5, Taipei,
Taiwan . . . . . . . . . . .
Carrying amount of our
investments as of
December 31, 2012
(in NT$ thousands)
356,360
17,356
595,756
211,104
4,686
Percentage of
common
shares owned
by us as of
December 31,
2012
%
100.00
100.00
100.00
100.00
100.00
Date of
incorporation
July 21, 1999
March 3, 2003
January 29, 2004
June 26, 2008
February 9, 2009
Main business
Life insurance agent
Property insurance
agent
Purchase, evaluation,
auction and
management of
creditor’s rights to
financial institutions
Foreign securities
broker, wealth
management and
offshore fund
consulting
Insurance brokerage

As of and for the nine months ended September 30, 2013, our participating interest in each of our subsidiaries represented less than 10% of our share capital and reserve, and the profit from each of our subsidiaries accounted for less than 10% of our net profit.

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Competition

We face substantial competition in each of our product and service lines. We compete principally with other domestic commercial banks in Taiwan, but also face competition from a number of other financial institutions including foreign banks and, to a lesser extent, various other types of domestic banking institutions.

The Taiwan banking industry comprises of banking institutions of various sizes and functions, including domestic commercial banks, domestic specialized banks, domestic medium business banks, foreign banks, credit cooperatives, credit departments of farmers’ and fishermen’s associations and bills finance companies. Despite this highly fragmented market structure, we will seize the opportunities of cross-strait financial business, continue to pursue the developments with our four pillar strategies: “steady growth, niche market, portfolio management, and new initiatives”, maintain leadership position of our niche products, develop civilian-economy products, focus on high net worth clients, increase capital level and strengthen asset quality. Through integrating Group synergies, we are committed to develop new business models of mobile payments and aggressively seek market growth momentum. We are ready to enter the Greater China market with new branches for RMB businesses. Faced by the upcoming challenges and opportunities, we strive to create greatest possible value for our customers, shareholders, and employees.

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MANAGEMENT

General

The ROC Company Law and our Articles of Incorporation provide that (1) our board of directors is to be elected by our shareholders in a shareholders’ meeting at which a quorum, consisting of a majority of all the issued shares having voting rights, is present, and (2) our managing directors are to be elected by the majority of our directors at a meeting at which two-thirds of our directors are present.

Our directors and supervisors are elected at the same time for a three-year term unless one-third or more of the directorships are vacant, at which time a shareholders’ meeting is convened to elect directors to fill the vacancies. The current term of our directors and supervisors expires on June 26, 2015. Directors may serve any number of consecutive terms and may be removed from office at any time by a resolution adopted at a shareholders’ meeting.

The Chairman is a director elected by the managing directors, who in turn have been elected by the board of directors. The Chairman of our board of directors presides at meetings of our shareholders, meetings of our board of directors and also represents us in connection with external matters.

The board of directors is responsible for the management of our business and the members of the board of directors have fiduciary duties to our Company and our shareholders. Our Articles of Incorporation provides that the board of directors shall meet once per quarter.

Our Articles of Incorporation provide for three to five supervisors. According to the ROC Company Law, our supervisors are elected by our shareholders and cannot concurrently serve as our directors or officers or have any staff position with us. Their duty is to oversee our activities and the activities of the board of directors. They have the power to, among other things, investigate our business and financial condition, inspect corporate records, verify statements prepared by the board of directors prior to the annual general shareholders’ meeting, call shareholders’ meetings if they deem it necessary, and represent us in negotiations with directors. In addition, supervisors have the power to request the board of directors to cease acting in contravention of applicable laws or regulations or in contravention of the Articles of Incorporation or any resolution adopted by our shareholders. When conducting investigations, supervisors may engage independent experts at our cost.

Six out of nine of our directors and all of our three supervisors serve in their capacity as representatives of the corporate entities which hold the board or supervisor seats and do not serve in their individual capacities. Consequently, if any of the individuals who serves in the capacity as representative of the corporate entity who holds the board or supervisor seat withdraws, dies or otherwise becomes unable to serve, the corporate entity he or she represents has the ability to replace that person with a different representative of its choice.

Our Articles of Incorporation provide for nine to fifteen directors. In addition, at least two directors and not less than one-fifth of our directors shall be independent. Our board of directors is currently comprised of nine board seats. We also have three supervisors. Two of our directors are independent directors. Independent directors of a public company shall have working experience of five years or more and meet one of the following qualification requirements:

  • An instructor or higher level in a department of commerce, law, finance, accounting, or other academic department related to the business of the company in a public or private junior college, college, or university;

  • A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company; and

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  • Having work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.

To be qualified as an independent director of a public company, one shall not concurrently serve as independent director of more than three other public companies. In addition, directors will be deemed “independent” only if, for at least two years prior to their election, they (1) are not employed by our Company or our affiliates; (2) are not directors or supervisors (other than as independent directors or supervisors) of company affiliates; (3) do not directly or indirectly hold over 1% of our Shares and are not ranked among the top ten individual shareholders of our Company; (4) are not married or related within the second degree or lineally related within third degree of employees of our Company or our affiliates, directors and supervisors of our company’s affiliates, holders (directly or indirectly) of over 1% of our Shares or shareholders who are ranked among the top ten individual shareholders of our Company; (5) are not directors, supervisors or employees of corporate shareholders which directly or indirectly hold more than 5% of our Shares or ranked among the top five corporate shareholders of our Company; (6) are not directors or supervisors, managers or holders of more than 5% of shares of a company or institution with which our Company has a financial or business relationship; and (7) are not a (or a spouse of a) partner, director, supervisor or manager of providers of financial, commercial or legal services to our Company or our affiliates. In addition, to be deemed as “independent,” directors must be elected in their individual capacities.

Each of our directors, supervisors and senior executive officers listed below can be reached at our representative office located at 27F., No. 207, Sec. 2, Tun Hwa South Road, Da-an District, Taipei City 106, Taiwan.

Directors and Supervisors

The following table sets forth, for each of our directors and supervisors, their name, position held and age as of September 30, 2013.

Name
Ching-Ing Hou(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Douglas Tong Hsu . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shaw Y. Wang(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tsung-Ming Chung(3) . . . . . . . . . . . . . . . . . . . . . . . . .
Eli Hong(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thomas Chou(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Min-Teh Yu(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ben C.B. Chang . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bing Shen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Humphrey Cheng(7) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shi-Chun Hsu (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Linin Day(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Position
Age
Chairperson
81
Vice Chairman
72
Executive Director
74
Executive Director
64
Director
67
Director
63
Director
52
Independent Director, Managing Director
67
Independent Director
64
Resident Supervisor
57
Supervisor
76
Supervisor
75

Notes:

(1) Representative of Yu Ding Industrial Co., Ltd.

(2) Representative of Oriental Union Chemical Corp.

(3) Representative of Oriental Union Chemical Corp.

(4) Representative of Ta Juh Chemical Fiber Co., Ltd.

(5) Representative of Asia Cement Corp.

(6) Representative of Asia Cement Corp.

(7) Representative of Far Eastern New Century Corp.

(8) Representative of Far Eastern New Century Corp.

(9) Representative of YDT Technology International Company.

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Set forth below is a short biography of each of our directors and supervisors:

Ching-Ing Hou is the chairperson of our board of directors. Ms. Hou is also a director of Southern Taiwan University of Science and Technology. Formerly, Ms. Hou served as the chairperson of Taiwan Academy of Banking and Finance, a supervisor of Far Eastern New Century Corporation, and a professor in the Department of Money and Banking at National Chengchi University. She holds a master’s degree in economics from Vanderbilt University, and another master’s degree in economics from National Taiwan University.

Douglas Tong Hsu is the vice chairman of our board of directors. He is also the chairman of Far Eastern New Century Corporation, Far Eastern Department Stores Ltd., Oriental Union Chemical Corp., Far EasTone Telecommunications Co., Ltd., Asia Cement Corporation, and U-Ming Marine Transport Corporation. Mr. Hsu has 25 years of experience in the banking industry and holds a masters degree in arts from Notre Dame University and also studied economics at Columbia University. Mr. Hsu holds an honorary doctorate degree in management from National Chiao Tung University.

Shaw Y. Wang is our managing director. Mr. Wang is also a director and the first senior executive vice president of Far Eastern New Century Corporation, a director of Yuan Ze University, and a resident supervisor of Asia Cement Corporation. Mr. Wang has 20 years of experience in the banking industry and holds a bachelor’s degree from the National Chung Hsing University and studied business administration at the National Taiwan University.

Tsung-Ming Chung is our executive director. Mr. Chung is also the chairman of DynaPack Corporation, a director of Unity Opto Technology Co., Ltd., an independent director of Taiwan Mobile Co., Ltd., and an independent director of Chroma Ate Inc. Mr. Chung is a CPA in Taiwan and the United States. He holds a master’s degree in business administration from National Chengchi University and a bachelor’s degree from National Taiwan University.

Eli Hong is our director and president. Mr. Hong is also a supervisor of Far EasTone Telecommunications Co., Ltd., a director of FEAMC, and a director of Deutsche Far Eastern Asset Management Co., Ltd. Prior to joining us in 1996, he served as a vice president at Citibank Taipei Branch and an executive vice president at International Bank of Taipei. Mr. Hong has more than 40 years of experience in the banking industry. Mr. Hong holds a bachelor’s degree in economics from National Chung Hsing University. Mr. Hong also studied in the business administration program at the Darden School of the University of Virginia and attended Financial Institutions for Private Enterprise Development at Harvard University.

Thomas Chou is our director and chief executive vice president. Mr. Chou is also the chairman of the board of directors of Far Eastern Life and Property Insurance Agency Company, a director of Dah Chung Bills Finance Corporation, FEAMC, Far Eastern International Securities Co., Ltd., Yuan Lung Stainless Steel Co., Ltd., Ding Ding Integrated Marketing Service Company, and Cosmos Foreign Exchange International Co., Ltd. Prior to joining us in 1996, Mr. Chou served as the vice president of American Continent Bank and the vice president of the regional credit control office of ABN AMRO Bank, N.E. Asia and head of the Kaohsiung Branch of ABN AMRO Bank. Mr. Chou has 38 years of experience in the banking industry and holds a bachelor’s degree in banking from National Chengchi University.

Min-Teh Yu is our director. Dr. Yu is also a chair professor and a director at the Graduate Institute of Finance of the National Chiao Tung University, and an independent director of JMicron Technology Corporation. Formerly, Dr. Yu was the president of Providence University, and served as the dean and professor at the College of Management, Yuan Ze University and a consultant at the Asian Development Bank. Dr. Yu has 17 years of experience in the banking industry and holds a Ph.D. and a master’s degree in economics from the Ohio State University and a bachelor’s degree in economics from the National Taiwan University.

Ben C.B. Chang is our independent director and managing director. Mr. Chang is also a director of Polytronics Technology Corporation, a director of Topology Research Inc., an independent director of Raydium

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Semiconductor Corporation, Pegatron Corporation, and Scientech Corporation, and a supervisor of Dynapack Corporation. He is also a lecturer at National Chengchi University and Fu Jen Catholic University. He also served as an executive director of Hotung Investment Holdings Limited, the general manager of Hotung International Co., Ltd., and the executive vice president of China Development Industrial bank. Mr. Chang holds a master’s degree in statistics from National Chengchi University.

Bing Shen is our independent director. Mr. Shen is also an independent director of Far Eastern New Century, a supervisor and chairman of the audit committee of CTCI Corporation, and an independent non-executive director and chairman of the audit committee of Delta Networks (Cayman) Inc. and an independent director of the Taiwan Fund, Inc. Prior to his current positions, Mr. Shen served as a vice president and executive director of Morgan Stanley, an executive vice president of China Development Industrial Bank, and the president of CDIB & Partners Investment Holding. Mr. Shen holds a master’s degree in business administration from Harvard Business School.

Humphrey Cheng is our resident supervisor. Mr. Cheng is also the executive vice president of Far Eastern New Century Corporation, the chairman and Ding Ding Integrated Marketing Service Company of Deutsche Far Eastern Asset Management Company Limited, a director of Oriental Union Chemical Corporation, and a supervisor of FEAMC. He holds a bachelor’s degree in laws from National Chung Hsing University.

Shi-Chun Hsu , is our supervisor. Dr. Hsu is also the Far Eastern Distinguished Professor of Management at Yuan Ze University, the president of Chinese Management Association, the founding dean of the College of Management at National Taiwan University, and an independent director of United Microelectronics Corporation and Faraday Technology Corporation and a director of Chi Chang Enterprise Co., Ltd. He has also served as chairman of Bank of Kaohsiung. Dr. Hsu has 17 years of experience in the banking industry and holds a Ph.D. degree in economics and a master’s degree in business administration from the University of Michigan, a master’s degree from National Chengchi University, and a bachelor’s degree from National Taiwan University.

Linin Day is our supervisor. Mr. Day is also a director of Yuan Ze University, Taiwan Navigation Co., Ltd., and Firich Enterprise Co., Ltd. Prior to his current positions, Mr. Day served as the vice Minister of the Ministry of Finance of ROC, and the chairman of Bank of Overseas Chinese. He holds a master’s degree in law from Harvard University.

Executive Officers

The following table sets forth certain information relating to our executive officers, each of whom is appointed to serve in that capacity by our board of directors.

Name
Eli Hong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thomas Chou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G.C. Huang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jiann-Jong Lin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ben Liao-Ru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alan Lee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Joanna Yang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lonnie Liu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kung-Ping Wu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Roy Lu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Position
Age
President
67
Chief Executive Vice President
63
Executive Vice President
63
Executive Vice President and Head of Corporate
Banking Group
57
Executive Vice President and Head of Financial
Markets Group
57
Executive Vice President and Head of Consumer
Banking and Credit Card Group
58
Executive Vice President and Head of Individual
Banking Group
44
Special Assistant, Head of O & T Group and Head
of Operation Service Department
54
Chief Auditor
68
Senior Deputy Executive Vice President and Head
of Risk Management Department
60

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Set forth below is a short biography of each of our executive officers, other than Eli Hong and Thomas Chou, whose biographies are set forth under “—Directors and Supervisors”:

G.C. Huang is our executive vice president. Mr. Huang is also the chairman of FEAMC. Prior to joining us in 1996, MR. Huang was a deputy manager of Chinfon Commercial Bank Co., Ltd., and a deputy manager of Citibank N.A., Taipei Branch. Mr. Huang holds a bachelor’s degree in business from National Taiwan University.

Jiann-Jong Lin is our executive vice president and the head of the Corporate Banking Group. He is also a director of Hsu Wei Industry Co., Ltd. and a director of Far Eastern Property Insurance Agency Company. Prior to joining us in 2003, Mr. Lin was a senior vice president of International Bank of Taipei, an assistant vice president of First Interstate Bank of California, Taipei Branch, and an assistant manager of Citibank N.A., Taipei Branch. He holds a master’s degree from Louisiana State University.

Ben Liao-Ru is our executive vice president and the head of Financial Markets Group. Prior to joining us in 1998, Mr. Liao-Ru was the head of the Treasury Department at Kredietbank N.V. Taipei Branch, a vice president at Toronto Dominion Bank Taipei Branch and an assistant division chief at the Export-Import Bank of the ROC. He holds a master’s degree in business administration from the American Graduate School of Business Administration of International Management of the Thunderbird University.

Alan Lee is our executive vice president and the head of Consumer banking and Credit Card Group. Mr. Lee is also a director of Far Eastern Life Insurance Agency Company. Prior to joining us in 2008, Mr. Lee was an executive vice president of Nan Shan, a vice president of the Hongkong and Shanghai Banking Corporation, and an assistant vice president of Citibank N.A., Taipei Branch. He holds a master’s degree in business administration from the National Chengchi University.

Joanna Yang is our executive vice president and the head of the Individual Banking Group. Ms. Yang is also a director of Far Eastern Life and Property Insurance Agency Company and a director of Far Eastern International Securities Co., Ltd. Prior to joining us in 2008, Ms. Yang was a senior vice president of the Hongkong and Shanghai Banking Corporation, a deputy executive vice president of the Chinatrust Commercial Bank, and a manager of Citibank, N.A., Taipei Branch. Ms. Yang holds a master’s degree in integrated marketing communications from Northwestern University.

Lonnie Liu is our executive vice president, the head of O & T Group and the head of Operation Service Department. Prior to joining us in 2004, Mr. Liu served as an executive vice president of Nan Shan, a manager of KPMG Consulting, Asia Pacific, a manager of New York Bank, and a project manager of Bankers Trust. He holds a master’s degree in information systems from New York University.

Kung-Ping Wu is our chief auditor. Prior to joining us in 1996, Mr. Wu was the president of the Seven Credit Cooperative of Taipei, a special committee member of Standard Bank, a manager of Han-Hua Securities, and a deputy manager of Taipei Bank. Mr. Wu holds a bachelor’s degree in economics from National Chung Hsing University.

Roy Lu is the senior deputy executive vice president, and the head of Risk Management Department. Prior to joining us in 1999, Mr. Lu was a deputy manager of CTBC Bank Co., Ltd., a vice president of Credit Lyonnais SA, a manager of Grindlays Bank, and a deputy manager of Banque Paribas. Mr. Lu holds a master’s degree in business administration from the National Chengchi University.

Compensation

The aggregate remuneration paid and benefits in kind granted by us to our directors, supervisors and executive officers in their capacity as such during 2012 was NT$112.7 million, including NT$28.5 million paid to our directors, NT$5.1 million paid to our supervisors and NT$79.0 million paid to our executive officers. We have not granted any stock options for our management and employees.

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Interests of Management in Certain Transactions

We have from time to time provided loans or loan guarantees to our directors, supervisors and executive officers. As of September 30, 2013, the aggregate amount of these outstanding loans and loan guarantees, including transactions with other related parties defined by the Regulations Governing the Preparation of Financial Reports by Securities Issuers, was NT$52.66 million. In addition, certain of our directors, supervisors and executive officers also serve as directors, supervisors or executive officers of companies with which we do business. These companies include our affiliates and other related parties. See “Transactions with Related Parties” and Note 30 of the notes to our financial statements as of and for the years ended December 31, 2010, 2011 and 2012 and Note 40 of the notes to our financial statements as of and for the nine months ended September 30, 2012 and 2013, both included in the F-pages of this offering memorandum. We conduct these transactions on an arms’ length commercial basis.

None of our directors who are not representatives of our controlling shareholders, or supervisors or executive officers have or have had interests in transactions which are or were unusual in their nature or conditions or significant in relation to our business or any of our subsidiaries and which were effected by us during the current or immediately preceding fiscal year or were effected during an earlier year and remain in any respect outstanding or unperformed.

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REGULATION OF THE ROC BANKING INDUSTRY

The following is a summary of the significant laws and regulations of the ROC relating to banks. Unless otherwise noted, all of the governmental authorities referred to below are governmental authorities of the ROC.

Regulatory Authorities

The banking industry in Taiwan is primarily subject to the legal framework under the ROC Banking Law. The ROC Banking Law sets forth the general regulations that govern the banking business, provides protection to depositors, facilitates the development of productive enterprises and coordinates the operation of bank credit with the national financial policy of Taiwan.

The FSC and the CBC supervise the banking industry under the ROC Banking Law as follows:

FSC

The FSC is the single financial regulator that supervises the financial industries in Taiwan, including banking, insurance and securities and futures markets. The FSC is in charge of the development, regulation and supervision of the banks, which is also responsible for bank licensing and establishing and enforcing rules on lending, investment and other banking activities. It has quasi-judicial powers based on the Financial Supervisory Commission Organization Act to conduct financial examination and submit the cases that involve criminal violations to the district prosecutors for further action.

CBC

The CBC regulates monetary and credit policy via open market operations, reserve ratios, and certain credit controls that are used to channel funds to particular economic sectors. The CBC also manages official foreign exchange reserves, issues currency, and acts as the fiscal agent of the government. Support can be extended to banks through a lender-of-last-resort facility provided by the CBC. The Governor of the CBC is appointed for a term of five years.

Licensing of Taiwan’s commercial banks

Under the ROC Banking Law, in order to commence a commercial banking business, an applicant must first obtain a special permit from the FSC. After obtaining a special permit, an applicant must then incorporate as a company limited by shares and register with the MOEA.

Subsequently, the applicant must apply to the FSC for a commercial banking license. The Standards for the Establishment of Commercial Banks issued by the FSC provide that commercial banks must have a minimum paid-in capital of NT$10 billion.

Restrictions on scope of business

Under the ROC Banking Law, a bank may only engage in businesses specifically permitted within its approved scope of business. In order to engage in foreign exchange business, a bank must obtain separate licenses or approval from the CBC. Pursuant to the ROC Banking Law, a bank must establish separate departments to conduct trust business and securities business.

Subject to the approval of the FSC and the limit set forth in the ROC Banking Law and regulations, a commercial bank may invest in non-financial related businesses but shall not engage in the operations of non-financial related businesses in which it invests. The aggregate amount of a commercial bank’s investment in

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financial related and non-financial related businesses is restricted to a maximum of 40% of its paid-in capital less cumulative losses, of which, the investment amount in nonfinancial related businesses is restricted to a maximum of 10% of the commercial bank’s paid-in capital, less cumulative losses.

Financial Requirements

Minimum capital requirement

The minimum capital requirement for commercial banks is NT$10 billion.

Capital adequacy

Under the ROC Banking Law and the Regulations Governing the Capital Adequacy Ratio and Capital Category of Banks, or the Capital Regulations, it is currently required that the consolidated capital adequacy ratio and the solo capital adequacy ratio of a bank shall not be less than 8%, respectively, and shall meet the minimum capital adequacy requirement. Pursuant to the ROC Banking Law and the Capital Regulations, banks are currently divided into the following grades:

  • Adequate capitalized banks: the capital adequacy ratio is higher than 8% (inclusive) and in compliance with the minimum capital adequacy requirement;

  • Under-capitalized banks: the capital adequacy ratio is higher than 6% (inclusive) but lower than 8%, or not in compliance with the minimum capital adequacy requirement set by FSC;

  • Substantially under-capitalized banks: the capital adequacy ratio is higher than 2% (inclusive) but lower than 6%; and

  • Critically under-capitalized banks: the capital adequacy ratio is lower than 2%. In addition, a bank will be deemed as critically under-capitalized if its net worth to total asset ratio is lower than 2%.

The FSC shall take prompt corrective actions against under-capitalized banks, substantially undercapitalized banks and critically under-capitalized banks.

Reserve requirement

Reserve requirement against deposits and other liabilities must be established in accordance with the ratios prescribed by the CBC. Effective from January 1, 2011, the reserve requirement ratios for deposits are as follows:

  • Checking deposits: 10.75%

  • Demand deposits: 9.775%

  • Demand savings deposits: 5.50%

  • Time savings deposits: 4.00%

  • Time deposits: 5.00%

  • Foreign currency deposits: 0.125%

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Liquidity reserve

Under the ROC Banking Law, the CBC is empowered, after consultation with the FSC, to set a minimum ratio of a bank’s liquid assets to total liabilities. The current minimum liquidity reserve ratio set by the CBC is 10%. As of September 30, 2013, our liquidity reserve ratio was 27.80%.

Solvency ratio

Under the ROC Banking Law, the FSC may, when it deems necessary, consult with the CBC to prescribe a minimum ratio of a bank’s major assets to major liabilities as well as a minimum ratio of a bank’s major liabilities to net worth. To date, the FSC has not prescribed such ratios for commercial banks.

Legal reserve

Under the ROC Banking Law, a bank must set aside at least 30% of its profit after tax of a fiscal year, after deduction of prior years’ losses and any payment of taxes, as legal reserve. A bank may be exempted from the above requirement if the accumulated legal reserve has amounted to its paid-in capital or the bank has sound financial and business condition and has set aside legal reserve in accordance with the ROC Company Act. In general, a bank shall not distribute cash dividends in excess of 15% of its paid in capital unless its legal reserve equals to or exceeds its paid-in capital.

Interest rates

Under the ROC legal framework, commercial banks are free to set and adjust their interest rates. However, pursuant to the ROC Civil Code, a creditor may not enforce payment of interest in excess of 20% per annum.

Asset Quality and Lending Requirements

Asset quality

The asset quality of financial institutions is of great concern to the ROC supervisory authorities. Generally, the evaluation process involves identifying and classifying problem assets and then assessing possible losses. Banks are required to make sufficient provisions against estimated potential losses. Banks failing to do so are subject to regulatory disciplinary actions.

According to the NPL Regulations, banks are required to classify their loans into the following five categories:

Class
I . . . . . . . . . . . . . . .
II . . . . . . . . . . . . . .
III . . . . . . . . . . . . .
Category
Normal
Special Mention
Substandard
Classification
Normal loans with no payment difficulties.
Fully-secured loans with respect to which principal or
interest payments are overdue for more than one month
but less than 12 months (inclusive); unsecured loans with
respect to which principal or interest payments are
overdue for more than one month but less than 3 months
(inclusive); or loans not yet matured with the counterparty
defaulting in other credits.
Fully-secured loans with respect to which principal or
interest payments are overdue for more than 12 months;
unsecured loans with respect to which principal or interest
payment are overdue for more than 3 months but less than
6 months (inclusive).

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Class
IV . . . . . . . . . . . . .
V . . . . . . . . . . . . . .
Category
Doubtful
Loss
Classification
Unsecured loans with respect to which principal or interest
payments are overdue for more than 6 months but less
than 12 months (inclusive).
Unsecured loans with respect to which principal or interest
payments are overdue for more than 12 months; or the
recovery of which is extremely unlikely.

Definition of NPLs

NPLs as defined under the NPL Regulations are loans with respect to which the principal or interest has been overdue for three months or more from the payment date, or has not yet been overdue for more than three months but with regard to which the bank has sought payment from primary or subordinate debtors or has disposed of relevant collateral.

If a loan, which is overdue but the borrower has agreed to repay such loan by installments, meets certain criteria and the borrower has paid such installments for over six months, and the new interest rate is not lower than that of the original loan or other loans in the same risk category, such loan may be exempted from being reported as an NPL. However, if the repayment of such loan is overdue for three months or more during the period of exemption, it shall still be reported as NPL.

The NPLs are required to be reported to the FSC.

The NPL ratio is defined as the value of a bank’s NPLs divided by total loans:

NPLs NPL ratio = Total outstanding loans

Allowance for possible losses

The NPL Regulations provide that banks must set aside a minimum allowance for possible losses as follows: 0.5% of the outstanding balance of normal loans excluding assets that represent claims against the ROC government, 2% of the balance of special mention loans, 10% of the balance of the substandard loans, 50% of the balance of doubtful loans and 100% of the balance of loss.

Effective from January 1, 2011, we prospectively adopted the third-time revised Statement of Financial Accounting Standards (SFAS) No. 34, “Financial Instruments: Recognition and Measurement.” One of the main revisions is that the impairment of loans and receivables originated should be covered by SFAS No. 34. Loans and accounts receivable are assessed for impairment at the end of each reporting period and considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the loans and accounts receivable, the estimated future cash flows of the asset have been affected. Objective evidence of impairment could, among others, include:

  • Significant financial difficulty of the debtor;

  • Loans or accounts receivable become overdue;

  • Due to certain economic or legal considerations, the creditor has compromised to the debtor in financial difficulties; or

  • The probability that the debtor will enter into bankruptcy or undergo financial re-organization.

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Loans and accounts receivable that are assessed not to be impaired individually are further assessed collectively for impairment. Factors to evaluate impairment for a portfolio of loans and accounts receivable could include our past difficulty collecting payments an increase in the number of delayed payments as well as observable changes in national or local economic conditions that correlate with defaults on loans and receivables.

The amount of the impairment loss recognized is the difference between the asset carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate of the loans and receivables after taking into account the related collaterals and guarantees. The carrying amount of the loans and accounts receivable is reduced through the use of an allowance account.

Restrictions on credit exposure

Under the ROC Banking Law, the “credit” extended by a bank includes loans, overdrafts, discounts, guarantees, bank acceptances and other business activities specified by the FSC.

Restrictions on credit exposure to related parties

In order to ensure the transparency of lending practices of banks, the ROC Banking Law regulates the extension of credit by banks to their related parties. Subject to the exceptions described below, a bank may not extend unsecured credit to a company in which the bank holds 3% or more of such company’s paid-in capital, to its responsible person, staff members or major shareholders, or to any person who is an interested party of a responsible person or a credit officer of the bank.

Under the ROC Banking Law, the term “major shareholders” means any shareholder holding 1% or more of a bank’s outstanding shares. When such shareholder is an individual, then any shares held by his or her spouse and minor children are considered as shares held by that shareholder. In addition, the “responsible person” means the responsible person as defined under the ROC Company Law, including but not limited to the directors, supervisors and managerial staff members. Finally, under the ROC Banking Law, the term “interested party” denotes one of the following categories of persons:

  • (1) spouse, a relative by blood within the third degree or a relative by marriage within the second degree of the responsible person or a credit officer of the bank;

  • (2) a sole proprietorship or partnership which is managed by the responsible person or by a credit officer of the bank or by an interested party referred to in (1) above;

  • (3) an enterprise of which the responsible person or a credit officer of the bank or an interested party referred to in (1) above, individually or in aggregate holds or owns 10% or more of its outstanding shares or its capital;

  • (4) an enterprise of which the responsible person or a credit officer of the bank or an interested party referred to in (1) above is a director, supervisor or manager, unless such office was acquired by virtue of an investment by the bank with the approval of the MOF; or

  • (5) a corporate entity or other form of organization of which the responsible person or a credit officer of the bank or an interested party referred to in (1) above serves as a legal representative or administrator.

Consumer loans and loans to government enterprises are exempt from this rule. The FSC prescribes a maximum amount under which a consumer loan or revolving credit card debt will be exempted. Currently, the maximum amount for such consumer loan, including the credit card revolving debt, is NT$1,000,000. Under the ROC Banking Law, when applying the 3% rule described above, the shares owned by a bank’s affiliated

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companies, which include companies with mutual investment with the bank, companies under the bank’s control and companies in control of the bank, as defined under the ROC Company Law, or by a third-party nominee of the bank or the bank’s affiliated companies, will be taken into consideration.

Where a bank extends secured credit to its responsible person, staff members, major shareholders, any person considered to be an interested party in relation to its responsible person or credit officer or a company in which the bank holds 5% or more of the paid-in capital, the credit must be secured in full and the terms and conditions of the credit may not be more favorable to the borrower than those extended to other customers under similar conditions. In addition, among the above secured credits to related parties, the secured credits to each legal entity may not exceed 10% of its net worth and to each individual may not exceed 2% of its net worth, and the aggregate balance of the secured credits shall not exceed 150% of its net worth (such 10%, 2% or 150% ceiling, collectively, as “Credit Ceiling Limit”). Where the bank plans to extend to any of the above related parties a secured credit which would cause the aggregate credits to such person to equal or exceed the lower of NT$100 million or 1 % of its net worth, then the bank must first obtain super-majority approval at a meeting of its board of directors attended by more than two-thirds of all directors and at which at least three-fourths of the votes held by the directors present are cast in favor of such proposed loan. Under the ROC Banking Law, when applying this 5% rule, the shares owned by a bank’s affiliated companies, which include companies with mutual investment with the bank, companies under the bank’s control and companies in control of the bank, as defined under the ROC Company Law, or by a third-party nominee of the bank or the bank’s affiliated company, will be taken into consideration.

Where a bank breaches the above restrictions (other than the Credit Ceiling Limit) on the extension of credit to related persons, the person responsible for the breaching act shall be subject to imprisonment of up to three years and/or a fine between NT$5 million and NT$25 million. Where a bank breaches the Credit Ceiling Limit, the person responsible for the breaching act shall be subject to a fine between NT$2 million and NT$10 million.

Restrictions on credit exposure to non-related parties

In addition to provisions restricting bank loans to related parties, the ROC Banking Law provides that the FSC may promulgate restrictions on credits or other transactions to the same person, the same concerned party or the same affiliate as defined in the ROC Banking Law. The FSC has issued a guideline with respect to the above restrictions, last amended on January 28, 2010.

The current ceilings for extending credit to non-related parties provided by the aforesaid guideline are outlined as follows:

outlined as follows:
Borrowerprofile
Each individual
Each legal entity
Each government-owned enterprise
Each individual, together with the
credit extended to his/her spouse,
relatives by blood within second
degree, or a company in which
such individual or his/her spouse is
the responsible person (excluding
government-owned enterprise)
Each legal entity, together with its
affiliates defined under ROC
Company Law (excluding
government-owned enterprise)
Ceiling on Total Secured and
Unsecured Credit to Net
Worth of a Bank
3%
15%
100%
40% (provided that the aggregate
credit extended to such
individual, his/her spouse and
relatives by blood within second
degree shall be no more than 6%)
40%
Ceiling on Unsecured Credit
to Net Worth of a Bank
1%
5%
10% (provided that the aggregate
unsecured credit extended to such
individual, his/her spouse and
relatives by blood within second
degree shall be no more than 2%)
15%

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Other Requirements

Restrictions on investments in property

Under the ROC Banking Law, a bank may not invest in real property, except where the real property is to be used for its own business (with certain limited exceptions) and where the value of real properties (other than warehouses) does not exceed its net worth (its total assets less total liabilities) at the time of the investment. In addition, due to the wide use of warehouses by Taiwan banks for storage purposes, the ROC Banking Law specifically stipulates that a bank may invest in warehouses, provided that the total investment value does not exceed 5% of the total deposits of such bank at the time of the investment.

Under the ROC Banking Law, any real property acquired by a bank through foreclosures pursuant to mortgages must be disposed of within four years from the date of such acquisition except in certain limited circumstances.

Issuance of preferred shares and debentures

Issuance of preferred stock by a bank must be approved by its shareholders at a shareholders’ meeting. Issuance of financial debentures by a bank must be approved by its board of directors. The period of the financial debenture shall be not less than two years. Subordinated debentures are allowed. The proposed issuance must then be approved by the FSC.

Disclosure of management performance and inspections

The ROC bank disclosure regime consists mainly of compulsory periodic reporting requirements. These requirements are mandated by various rules issued by the FSC and the CBC pursuant to the ROC Banking Law. Under these rules, a bank must issue reports relating to various aspects of its operations at daily, weekly, monthly, quarterly and annual intervals to allow the FSC and the CBC to monitor the operations and financial soundness of the bank.

The ROC Banking Law and the Financial Supervisory Commission Organization Act. authorize the FSC to inspect a bank from time to time with respect to its business operations and financial conditions of the bank or its related parties, and to require the bank or its related parties to disclose financial statements and other information requested by the FSC. The Financial Examination Bureau of the FSC is in charge of the above inspections.

Deposit insurance requirement

The ROC Deposit Insurance Act provides that financial institutions having been duly approved to accept deposits, postal savings or to be consigned to manage trust funds used for the purpose designated by the financial institutions with guaranteed principal and interest shall apply to the ROC Central Deposit Insurance Corporation, or the CDIC, to participate in deposit insurance, and become insured institutions upon the review and approval by the CDIC. Banks are required to pay an insurance premium to the CDIC every six months at a rate determined by the CDIC in accordance with certain criteria. Starting from January 1, 2011, the CDIC has enacted a program to further enhance the risk-based premium system with respect to determination of the insurance premium of a bank’s insurable deposits based on the bank’s capital adequacy ratio or the minimum capital adequacy ratio. Since January 1, 2011, the maximum insurance coverage is NT$3 million, including principal and interest of deposit in New Taiwan Dollar or non-New Taiwan Dollar per depositor per insured financial institution.

Laws and regulations governing foreign exchange activities

Under the Regulations Governing Foreign Exchange Business of Banking Enterprises issued by the CBC to govern foreign exchange businesses of banking enterprises, a bank must obtain a certificate of authorization or

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letter of approval from the CBC in addition to its banking license. Upon obtaining the foreign exchange certificate, the bank may, subject to other CBC regulations, conduct businesses involving the outward and inward remittance of foreign exchange, foreign deposits and foreign lending.

Banking branches

Under the rules issued by the FSC, a commercial bank may establish up to two branches (or three branches, if certain requirements are met) per year within Taiwan, subject to the approval of the FSC. The current policy of the FSC is to freeze the banking license. Further, the branch license will only be approved under very limited circumstances.

In order to establish an offshore banking unit, a bank must obtain a special permit from the FSC, where FSC would consult with the CBC for issuing such permit.

Derivatives transactions

Under the ROC Banking Law and the Guidelines Governing Derivatives Transactions by Banks issued by the FSC, a bank may conduct derivatives transactions after obtaining a special approval from the FSC for conducting such business, provided that the bank also need to obtain separate approval from the FSC for certain derivatives products. The bank must also obtain approval from the CBC for each type of foreign currency-related derivatives product.

Electronic banking

Currently, the principal rule regarding Internet banking is the Safe Administration of Electronic Banking Business by Financial Institutions issued by the Bankers Association of the Republic of China, which provides for the monitoring and safety design of Internet banking operations. An approval from the FSC is required for any proposed banking services offered over the Internet.

ATMs

Under rules issued by the FSC, a bank must apply to the FSC to install new ATMs for any given year. The application must state the number of ATMs the bank plans to set up within that year and must be submitted to the FSC by the end of November of the previous year. There is no quota on the number of ATMs which a bank may apply to set up.

In the event that the bank seeks to set up ATMs in excess of the number approved in its application of the previous November, the bank may apply to the FSC for an approval for such additional ATMs. However, such application for additional ATMs may be made only once a year. There is no quota on the number of additional ATMs.

Prevention of money laundering

Banks are required to adopt anti-money laundering measures and keep records of transactions that the bank suspects may be money laundering transactions. In addition, the bank must have proof of identification of any customer that enters into cash transactions of which the accumulative amount equals to NT$500,000 or more in any one transaction, and make a record of such transaction.

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Ownership Restrictions

Shareholding restrictions

Under the ROC Banking Law, any person individually, or any group of related persons jointly, holding more than 5% of a bank’s total issued and outstanding voting shares, must report to the FSC within 10 days after reaching such threshold, and shall so report for every 1% increase or decrease afterwards. In the event that any person individually, or any group of related persons jointly, proposes to hold a bank’s total issued and outstanding voting shares for more than 10%, 25% or 50%, such person, or any such other related persons, respectively, must apply for the FSC approval in advance. For calculation purposes, any person that holds shares of a bank for another person or any group of related persons through trust, appointment, or any other contracts, agreements or authorizations, shall be deemed to be related persons.

Any violation of the said restrictions to the share ownership would cause the voting rights of the portion of shareholding exceeding such percentage restriction suspended, and shall be disposed of within the period prescribed by the FSC. In addition, such shareholder may be imposed a fine of NT$2 million or more, but not exceeding NT$10 million.

Further, any person, or jointly with his or her spouse or minor child, holds 1% or more of a bank’s total issued and outstanding voting shares shall notify the bank. Failure to report may cause the shareholder to be imposed a fine of NT$500,000 or more, but not exceeding NT$2.5 million.

Foreign investor participation

Except as described above and except for the regulations on foreign investments and investment restrictions on PRC investors, there are no restrictions on foreign shareholdings of Taiwan banks. See “Appendix B: Foreign Investment and Exchange Controls in the ROC”.

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SHARE OWNERSHIP

The ROC Securities and Exchange Law requires our directors, supervisors, managers and any shareholders holding more than 10% of our outstanding shares (including shares held through such person’s spouse, minor children and nominees) to report their shareholdings to us and we shall in turn report to the competent authority and make public announcement on a monthly basis.

The following table sets forth certain share ownership information as of September 17, 2013 with respect to the ten largest holders of record of our Shares and our board of directors, supervisors and executive officers as a group.

Name
Yu Yuan Investment Co., Ltd.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yue-Li Investment Company(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia Investment Corp.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Der Ching Investment Corp.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yue-Tung Investment Corp.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yuan Ding Investment Corp.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kai Yuan International Investment Corp.(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
Ding Yuan International Investment Corp.(1) . . . . . . . . . . . . . . . . . . . . . . . . .
Far Eastern New Century Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia Cement Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total top 10 shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, supervisors and executive officers as a group(2) . . . . . . . . . . . . . .
Number of
Shares
137,206,683
121,516,290
111,576,837
111,563,413
107,800,242
98,577,104
88,929,067
73,250,389
72,458,863
65,120,828
987,999,716
221,198,061
Percentage of Total
Issued Shares
5.81%
5.14%
4.72%
4.72%
4.56%
4.17%
3.76%
3.10%
3.07%
2.76%
41.83%
9.36%

Notes:

(1) An affiliate of the Far Eastern Group.

(2) Shareholdings of directors, supervisors and executive officers as shown on this line include shareholdings of the ten largest holders of record of our Shares, who also act as our directors or supervisors. For information on such directors and supervisors, as well as their representatives, see “Management”.

None of the major holders of our Shares has different voting rights from those of the other holders of our Shares.

In accordance with the ROC Banking Law, our chairperson, Ching-Ing Hou, obtained approval from the FSC in 2010 to hold, together with her related parties (as defined in the ROC Banking Law), more than 15% but not more than 25% of our total issued and outstanding voting shares. See “Regulation of the ROC Banking Industry—Ownership Restrictions—Shareholding restrictions”. As of September 17, 2013, Chairperson Hou and her related parties (as defined in the ROC Banking Law) collectively owned approximately 0.0006% of our outstanding Shares.

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CHANGES IN ISSUED SHARE CAPITAL

According to our Articles of Incorporation, we have common shares with a par value of NT$10 per share and we may also issue preferred shares within our authorized share capital. Currently, our Articles of Incorporation provide that our authorized share capital is NT$45,000,000,000, divided into 4,500,000,000 Shares. Except for the Shares issuable upon conversion of our convertible bonds due 2018, there are no Shares issuable upon exercise of options within 60 days of the date of the offering memorandum. All issued shares are in registered form.

The following table sets forth the changes in our issued share capital as at the dates indicated:

Date
December 1995 . . . . . . .
August 1996 . . . . . . . . .
December 1997 . . . . . . .
November 1998 . . . . . .
August 1999 . . . . . . . . .
August 2000 . . . . . . . . .
August 2004 . . . . . . . . .
March 2005 . . . . . . . . . .
June 2005 . . . . . . . . . . .
August 2005 . . . . . . . . .
September 2005 . . . . . .
November 2005 . . . . . .
April 2006 . . . . . . . . . . .
October 2006 . . . . . . . .
April 2007 . . . . . . . . . . .
July 2007 . . . . . . . . . . .
January 2008 . . . . . . . . .
January 2009 . . . . . . . . .
July 2009 . . . . . . . . . . .
September 2010 . . . . . .
September 2011 . . . . . .
October 2012 . . . . . . . .
September 2013 . . . . . .
Description
Capitalization of retained earnings
Capitalization of retained earnings
(1) Issuance of 99,170,000 shares for cash; and
(2) Issuance of 36,080,000 shares: capitalization of
retained earnings.
(1) Issuance of 150,000,000 shares for cash;
(2) Issuance of 17,850,000 shares: capitalization of
capital reserve; and
(3) Issuance of 43,173,500 Shares: capitalization of
retained earnings
(1) Issuance of 26,619,446 shares: capitalization of
capital reserve; and
(2) Issuance of 52,077,054 Shares: capitalization of
retained earnings
(1) Issuance of 22,195,800 shares: capitalization of
capital reserve; and
(2) Issuance of 22,899,600 Shares: capitalization of
retained earnings
(1) Cancellation of 26,579,000 shares: capital
reduction; and
(2) Issuance of 10,407,594 Shares: conversion of
convertible bonds
Conversion of convertible bonds
Conversion of convertible bonds
Capitalization of retained earnings
Conversion of convertible bonds
Conversion of convertible bonds
Conversion of convertible bonds
(1) Issuance of 18,312,584 shares: capitalization of
capital reserve; and
(2) Issuance of 68,274,088 Shares: capitalization of
retained earnings
Conversion of convertible bonds
Conversion of convertible bonds
Conversion of convertible bonds
Issuance of shares for cash
Capital reduction
Capitalization of retained earnings
Capitalization of retained earnings
Capitalization of retained earnings
Capitalization of retained earnings
Number of
shares
issued
25,000,000
29,750,000
135,250,000
211,023,500
78,696,500
45,095,400
(16,171,406)
78,056,834
47,914,226
109,562,504
4,958,329
37,038,723
5,075,280
86,586,672
215,969
647,907
1,079,849
461,538,000
(407,520,824)
73,351,503
111,411,487
123,699,218
119,858,593
Number of
total issued
shares after
issue
1,025,000,000
1,054,750,000
1,190,000,000
1,401,023,500
1,479,720,000
1,524,815,400
1,508,643,994
1,586,700,828
1,634,615,054
1,744,177,558
1,749,135,887
1,786,174,610
1,791,249,890
1,877,836,562
1,878,052,531
1,878,700,438
1,879,780,287
2,341,318,287
1,933,797,463
2,007,148,966
2,118,560,453
2,242,259,671
2,362,118,264

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TRANSACTIONS WITH RELATED PARTIES

General

We have from time to time engaged in a variety of transactions with our related parties (as defined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers). Unless it can be established that no control or significant influence exists, a party falling within any of the following shall be deemed to have a substantive related party relationship:

  1. An affiliated enterprise within the meaning given in Chapter VI-I of the ROC Company Law, and any of its directors, supervisors, and managerial officers.

  2. A company or institution governed by the same general management office as the issuer, and any of its directors, supervisors, and managerial officers.

  3. A person holding the position of manager or higher in the general management office.

  4. A company or institution shown as an affiliated enterprise in the issuer’s publications or public announcements.

Under Chapter VI-1 the ROC Company Law, the term “affiliated enterprises” as used in this Law shall refer to enterprises which are independent in existence but are interrelated in either of the following relations:

  • Companies having controlling and subordinate relation between them;

  • Companies having made investment in each other.

In considering whether a counterparty is a related party, attention shall be directed to the substance of the relationship in addition to the legal form.

Restrictions on credit exposure to related parties

In order to ensure the transparency of lending practices of the banks, the ROC Banking Law sets forth restriction on extension of credit by banks to their related parties. See “Regulation of the ROC Banking Industry—Financial Requirements—Restrictions on credit exposure to related parties”. We have established standard operational procedures for compliance with respect to transactions with related parties. Our policy is that transactions with related parties will be conducted on terms at least as favorable to us as we could obtain in a comparable arm’s-length transaction with a person who is not a related party. We may enter into additional transactions with our related parties in the future. No assurance, however, can be given that the terms of such transactions with our related parties will benefit us.

Transactions with related parties

Our related parties include Yuan Long Stainless Steel Co., Ltd., which is an equity method investee of Far Eastern Asset Management Co., Ltd., Far Eastern New Century Corp., Asia Cement Corp., Far Eastern Department Store Corp., Yuan Ding Co., Ltd., Far Eastern Geant Co., Ltd., Bai Ding Investment Co., Ding Ding Hotel Co., Ltd., New Century InfoComm Tech Co., Ltd., Yuan Ding Investment Ltd., U-Ming Marine Transport Corp., Ding Ding Integrated Marketing Service Co., Far Eastern Resource Development Co., Ltd. and Oriental Union Chemical Corp., whose chairman is our vice-chairman; U-Ming Marine Transport (Singapore) Ltd., the chairman of whose parent company is our vice-chairman; Dah Chung Bills Finance Corp., or Dah Chung, which is our investee under the equity method; Oriental Securities Corp., Yue-Tung Investment Corp., Yue-Yuan Investment Corp. and Oriental Securities Corp., the chairman of whose major shareholder is our vice-chairman;

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Bai Yang Investment Co., whose director is our vice-chairman; Everest Textile Co., Ltd. and City Super Company; whose chairman is a second-degree relative of our vice-chairman; Far Eastern General Construction Inc., the chairman of whose ultimate parent company is our vice-chairman; Far Eastern International Leasing Corp., the chairman of whose major shareholder is our vice-chairman and certain of our supervisors and managers and relatives of our chairman and vice-chairman.

Call loans . We have provided call loans to Dah Chung. The total outstanding amount of such loans was nil, NT$425.0 million, NT$570.0 million (US$19.3 million) and nil as of December 31, 2010, 2011 and 2012 and September 30, 2013, respectively. Interest derived from such loans amounted to NT$0.9 million, NT$1.3 million, NT$3.0 million (US$0.1 million) and NT$0.8 million (US$27.0 thousand) for the years ended December 31, 2010, 2011 and 2012, and for the nine months ended September 30, 2013, respectively.

Loans . We have provided loans to certain related parties. The total outstanding amount of such loans was NT$2,550.3 million, NT$4,027.3 million, NT$2,970.2 million (US$100.5 million) and NT$5,181.4 million (US$175.3 million) as of December 31, 2010, 2011 and 2012 and September 30, 2013, respectively. Interest derived from such loans amounted to NT$22.6 million, NT$30.1 million, NT$42.1 million (US$1.4 million) and NT$31.4 million (US$1.1 million) for the years ended December 31, 2010, 2011 and 2012, and for the nine months ended September 30, 2013, respectively.

Guarantees . We have provided guarantees to certain related parties. The balance of guarantees provided to such related parties amounted to NT$991.3 million, NT$395.2 million, NT$398.7 million (US$13.5 million) and NT$84.5 million (US$2.9 million) as of December 31, 2010, 2011 and 2012 and September 30, 2013, respectively.

Letters of credit . We have provided letters of credit to certain related parties. The balance of letters of credit provided to such related parties amounted to NT$44.0 million, nil, NT$11.0 million (US$0.4 million) and NT$15.4 million (US$0.5 million) as of December 31, 2010, 2011 and 2012, and September 30, 2013, respectively.

Securities transactions . In 2010, we bought investment securities from Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$300.0 million; (ii) available-for-sale securities in the aggregate amount of NT$100.0 million; (iii) short sales securities in the aggregate amount of NT$50.0 million; and (iv) bonds with resale agreements in the aggregate amount of NT$10,062.5 million. We also sold investment securities to Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$200.0 million; and (ii) short sales securities in the aggregate amount of NT$50.0 million. In 2011, we bought investment securities from Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$450.0 million; (ii) available-for-sale securities in the aggregate amount of NT$50.0 million; (iii) short sales securities in the aggregate amount of NT$50.0 million; and (iv) bonds with resale agreements in the aggregate amount of NT$1,100.1 million. We also sold investment securities to Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$250.0 million; and (ii) available-for-sale securities in the aggregate amount of NT$100.0 million. In 2012, we bought investment securities from Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$500.0 million (US$16.9 million); (ii) available-for-sale securities in the aggregate amount of NT$100.0 million (US$3.4 million); (iii) short sales securities in the aggregate amount of NT$350.0 million (US$11.8 million); and (iv) bonds with resale agreements in the aggregate amount of NT$26,344.2 million (US$891.2 million). We also sold investment securities to Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$550.0 million (US$18.6 million); and (ii) short sales securities in the aggregate amount of NT$300.0 million (US$10.1 million). For the nine months ended September 30, 2013, we bought investment securities from Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$1,600.0 million (US$54.1 million); (ii) available-for-sale securities in the aggregate amount of NT$50.0 million (US$1.7 million); (iii) short sales securities in the aggregate amount of NT$100.0 million (US$3.4 million); and (iv) bonds with resale agreements in the aggregate amount of NT$4,698.2 million

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(US$158.9 million). We also sold investment securities to Dah Chung, including (i) securities held for trading purpose in the aggregate amount of NT$800.0 million (US$27.1 million); (ii) short sales securities in the aggregate amount of NT$200.0 million (US$6.8 million); and (iii) bonds with repurchase agreements in the aggregate amount of NT$248.7 million (US$8.4 million).

Derivative financial instruments . We entered into convertible bonds for asset swap contracts with Dah Chung which resulted in a valuation gain of NT$0.7 million, a valuation gain of NT$0.7 million, a valuation loss of NT$1.1 million (US$37.0 thousand) and a valuation gain of NT$1.3 million (US$43.0 thousand) for the years ended December 31, 2010, 2011 and 2012, and for the nine months ended September 30, 2013, respectively.

Deposits . We have accepted deposits from certain related parties. The balance of deposits accepted from such related parties amounted to NT$38.4 billion, NT$33.6 billion, NT$35.4 billion (US$1.2 billion) and NT$38.0 billion (US$1.3 billion) as of December 31, 2010, 2011 and 2012 and September 30, 2013, respectively. Interest expenses incurred from such deposits amounted to NT$267.6 million, NT$366.1 million, NT$460.4 million (US$15.6 million) and NT$301.9 million (US$10.2 million) for the years ended December 31, 2010, 2011 and 2012, and for the nine months ended September 30, 2013, respectively.

Operating expenses . We have rented office space from certain related parties. We have paid service fee for stock affairs to Oriental Securities Corp, and telecommunication to New Century InfoComm Tech Co., Ltd. We have also paid advertising expense and rental to certain of our related parties. The operating expenses to such related parties amounted to NT$324.1 million, NT$279.9 million, NT$355.6 million (US$12.0 million) and NT$275.4 million (US$9.3 million) for the years ended December 31, 2010, 2011 and 2012 and the nine months ended September 30, 2013, respectively.

Disposal of buildings and land held for sale. In June 2012, FEAM sold buildings and land held for sale, with book value of NT$278.0 million (US$9.4 million), to Far Eastern Resources Development Co., Ltd. for NT$278.1 million (US$9.4 million). FEAM recognized a loss of NT$1.9 million (US$66.0 thousand) after deducting the land value increment tax of NT$2.1 million (US$70.0 thousand).

Compensation of directors, supervisors and management personnel . We paid salaries, bonus and special compensation to our directors, supervisors and management personnel. The amount to such related parties amounted to NT$93.2 million, NT$116.5 million, NT$124.7 million (US$4.2 million) and NT$106.1 million (US$3.6 million) for the years ended December 31, 2010, 2011 and 2012 and for the nine months ended September 30, 2013, respectively.

For more information on the transactions with related parties, see Note 30 to our consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 and Note 40 to our consolidated financial statements as of and for the nine months ended September 30, 2012 and 2013, which appear in the F-pages of this offering memorandum.

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DESCRIPTION OF THE SHARES

Set forth below is certain information relating to our share capital, including brief summaries of certain provisions of our Articles of Incorporation, the ROC Securities and Exchange Law, the regulations promulgated under the ROC Securities and Exchange Law, the ROC Banking Law and the ROC Company Law as of the date of this offering memorandum.

Share Capital

We were established on January 11, 1992 and commenced our operations on April 11, 1992. As of September 30, 2013, our authorized capital was NT$45,000,000,000, divided into 4,500,000,000 Shares, with par value of NT$10 for each share and our issued share capital was NT$23,621,182,640, divided into 2,362,118,264 Shares. Our Articles of Incorporation currently authorize Shares and preferred shares. As of the date hereof, we have not issued any preferred shares. All of our issued and outstanding Shares are fully paid and in registered form.

Dividends and Distributions

Except in limited circumstances, the ROC Company Law does not permit us to distribute dividends or make any other distributions to shareholders in respect of any year in which we have no net income or retained earnings (excluding reserve). We are required to set aside legal reserve in accordance the ROC Banking Law. See “Regulation Of The Roc Banking Industry—Legal Reserve.” In addition, unless our legal reserve reaches our paid-in capital, our dividends to be distributed in the form of cash shall not exceed 15% of our paid-in capital. See “Dividends And Dividend Policy.”

In addition to permitting dividends to be paid out of earnings, the ROC Company Law also permits us to make distributions to our shareholders of additional Shares (if the Company does not have losses) by capitalizing our reserves (including the legal reserve and capital surplus of premium from issuing stock and earnings from gifts received). However, the capitalized portion payable out of our legal reserve is limited to excessive amount of the accumulated legal reserve exceeding 25% of our paid-in capital.

Cash dividends which are unclaimed for a period of five years from the date of the relevant notice of distribution may no longer be claimed. Such unclaimed cash dividends will, upon expiry of such five-year period, revert to property of the Company. However, stock dividends are not subject to any prescription period under ROC law. Thus, uncollected stock dividends will remain in our safekeeping and continue to be claimable by the relevant shareholders.

For information on the dividends paid by us in recent years, see “Dividends and Dividend Policy”. For information as to ROC taxes on dividends and other distributions, see “Taxation—ROC Taxation”.

Changes in Share Capital and Pre-emptive Rights

The ROC Company Law and the ROC Securities and Exchange Law provide that any change in the authorized share capital of a company limited by shares, such as ours, requires an amendment to the company’s articles of incorporation approved by the shareholders at a shareholders’ meeting. In addition, for a public company such as ours, the approval of the FSC is required if the paid-in capital is increased. The MOEA requires us to register changes of our authorized and paid-in share capital. Our authorized but unissued Shares may be issued at such times and, subject to the provisions of the ROC Company Law and the ROC Securities and Exchange Law and the approval of the FSC and registration with the MOEA, upon such terms as our Board of Directors may determine.

According to the ROC Company Law, when a company issues new common shares for cash, 10% to 15% of the issue must be offered to its employees. In addition, the Securities and Exchange Law and the relevant

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securities regulations require that, if a public company listed on the TWSE or whose shares are traded on the GreTai Securities Market intends to offer new shares for cash, at least 10% of the issue must be offered to the public, except under certain circumstances or when exempted by the FSC. This percentage can be increased by a resolution passed at a shareholders’ meeting, thereby reducing the number of new shares subject to the preemptive rights of existing shareholders. Unless the percentage of shares to be offered to the public is increased by the shareholders, existing shareholders who are listed on the shareholders’ register as of the record date have a pre-emptive right to acquire the remaining 75% to 80% of the issue. The shares not subscribed for by the employees and shareholders at the expiration of the period for the exercise of their rights may be sold to the public or specified persons at the direction of our Board of Directors. The pre-emptive rights provisions will not apply to offering of new shares through a private placement approved at a shareholders’ meeting.

Meetings of Shareholders

Meetings of our shareholders may be ordinary or extraordinary meetings. Ordinary meetings of our shareholders are generally held in Taipei, Taiwan, within six months following the end of each fiscal year. Extraordinary meetings may be convened by our Board of Directors by passing a board resolution or by our Board of Directors upon the written request of any shareholder or shareholders who has or have held 3% or more of our issued and outstanding Shares for a period exceeding one year, or may be convened by such shareholder or shareholders. Notice in writing of meetings of shareholders, stating the place, time, date and agenda must be dispatched to each shareholder of record at least 30 days prior to an ordinary meeting and 15 days prior to an extraordinary meeting. Except in certain circumstances as described below, a majority of the holders of all issued and outstanding Shares present at a shareholders’ meeting constitutes quorum.

Voting Rights

The ROC Company Law provides that a holder of Shares has one vote for each Share held. The election of directors and supervisors is by means of cumulative voting. Directors and supervisors are elected by our shareholders at our shareholders’ meeting at which ballots for the election are cast. Ballots for the election of directors are cast separately from those for the election of supervisors.

Except as otherwise provided by law and our Articles of Incorporation, a resolution can be adopted by the holders of at least a majority of the Shares represented at our shareholders’ meeting at which the holders representing 50% of all issued and outstanding Shares are present. Under the ROC Company Law, however, to approve certain major corporate actions, including any amendment to the articles of incorporation (which is required, among other things, for any increase in the authorized share capital), the dissolution or amalgamation of a company or spin-off, the transfer of the whole or an important part of a company’s business, the taking over of the whole of the business of another company which would have a significant impact on the acquiring company’s operations, the execution or, modification or termination of any contracts or agreements relating to the leasing of all of the company’s business, any joint ventures or mandate of the company’s operations to other persons or the distribution of any stock dividend, a meeting of the shareholders must be convened with a quorum of holders of at least two-thirds of all issued and outstanding shares at which the shareholders of at least a majority of the shares represented at the meeting vote in favor of the corporate action. Alternatively, the ROC Company Law provides that in the case of a public company, such as ours, a resolution to approve these major corporate actions may be adopted by the holders of at least two-thirds of the shares represented at a shareholders’ meeting at which holders of at least a majority of issued and outstanding shares are present.

A shareholder may be represented at our ordinary or extraordinary meetings by proxy if a valid proxy form is delivered to us at least five days prior to the commencement of the ordinary or extraordinary meeting. Voting rights attached to our Shares that are exercised through proxy shall be subject to ROC proxy regulations.

Any shareholder who has a personal interest in a matter to be discussed at our shareholders’ meeting, the outcome of which may impair our interests, shall not vote or exercise voting rights on behalf of another shareholder on such matter.

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Register of Shareholders and Record Dates

Oriental Securities Co. Ltd. is our share registrar, maintains our share register at its offices at 2F, 86, Chung Ching S. Road, Section 1, Taipei, Taiwan, ROC, and enters transfers of our Shares in our share register upon presentation of, among other documents, certificates in respect of the Shares transferred.

Under the ROC Company Law, we may, by giving advance public notice, set a record date and close our share register for a specified period (60 days, 30 days and 5 days, respectively, immediately before each ordinary meeting of shareholders, extraordinary meeting of shareholders and the relevant record date) in order for us to determine the shareholders who are entitled to certain rights pertaining to the Shares.

Other Rights of Shareholders

Under the ROC Company Law, dissenting shareholders are entitled to appraisal rights in certain major corporate actions such as a proposed amalgamation by the company. A dissenting shareholder who is entitled to the appraisal rights may request the company to redeem all of the shares owned by the shareholder at a fair price determined by mutual agreement or determined by a court order if an agreement cannot be reached. Shareholders may exercise their appraisal rights by serving written notice on the company prior to the related shareholders’ meeting and/or by raising and registering an objection at the shareholders’ meeting. In addition, shareholders have the right to sue for the annulment of any resolution adopted at a shareholders’ meeting if the procedures of convening the shareholders’ meeting or the methods of adopting such resolution were legally defective within 30 days after the date of the shareholders’ meeting. If a company’s shareholders’ meeting fails to discharge a director who caused any material damage to the company or who violated laws, regulations or the articles of incorporation of the company in material respect when performing his/her duties, one or more shareholders who have held more than 3% of the issued and outstanding shares of the company may, within 30 days after the shareholders’ meeting, bring an action against the directors.

Financial Statements

For a period of at least ten days prior to our annual ordinary shareholders’ meeting, our annual financial statements must be available at our principal office in Taipei and our share registrar in Taipei for inspection by our shareholders.

Transfer of Shares

Under the ROC Company Law, the transfer of shares is effected by endorsement and delivery of the related share certificates. However, in order to exercise shareholder rights, a transferee of our Shares must have his name and address registered on our share register. Our shareholders are also required to file their respective specimen seals with us. The settlement of trading of shares on the TWSE is carried out on the book-entry system maintained by TDCC.

Acquisitions of Our Own Shares

With limited exceptions, we may not purchase our Shares under the ROC Company Law.

Under the Securities and Exchange Law, we may, by a board resolution adopted by majority consent at a meeting with two-thirds of our directors present, purchase our Shares on the TWSE or by a tender offer, in accordance with the procedures prescribed by the FSC, for the following purposes: (i) to transfer Shares to our employees; (ii) to convert bonds with warrants, preferred shares with warrants, convertible bonds, convertible preferred shares or certificates of warrants issued by us into Shares; and (iii) if necessary, to maintain our credit and our shareholders’ equity; provided that the Shares purchased pursuant to (iii) shall be cancelled thereafter. Shares purchased by us pursuant to (i) and (ii) above shall be transferred to the intended transferees within three

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years after the purchase date; otherwise, such Shares shall be cancelled. For Shares to be cancelled pursuant to (iii) above, we are required to complete the amendment registration within six months after the purchase date.

We are not allowed to purchase more than 10% of our total issued and outstanding Shares. In addition, we may not spend more than the aggregate amount of the retained earnings, the premium from issuing Shares and the realized portion of the capital reserve to purchase our Shares.

We may not pledge or hypothecate any purchased Shares. In addition, we may not exercise any shareholders’ rights attaching to such Shares. In the event that we purchase our Shares on the TWSE, our affiliates (as defined in Article 369-1 of the ROC Company Law), directors, supervisors, managers and their respective spouses and minor children and/or nominees are prohibited from selling any of our Shares during the period in which we purchase our Shares.

In addition, effective from November 14, 2001, under the revised ROC Company Law, our subsidiaries may not acquire our Shares. This restriction does not, however, affect any of our Shares acquired by our subsidiaries prior to November 14, 2001.

Liquidation Rights

In the event of our liquidation, the assets remaining after payment of all our debts, liquidation expenses and taxes will be distributed pro rata to our shareholders in accordance with the ROC Company Law.

Transfer Restrictions

The ROC Securities and Exchange Law requires that except for certain exceptions or with the approval of the FSC, each director, supervisor, manager or shareholder (together with its spouse, minor children and nominee) holding more than 10% of the shares of a public company should report their intent to transfer any shares on the TWSE to the FSC at least three days before the intended transfer.

Reporting Obligations and Shareholding Restrictions

The ROC Securities and Exchange Law requires that each director, supervisor, manager or shareholder (together with its spouse, minor children and nominee) holding more than 10% of the shares of a public company report on a monthly basis any changes in that person’s shareholding to the company.

Under the ROC Banking Law, any person or group of related persons that acquires more than 5% of a bank’s total issued and outstanding voting shares must report to the FSC within ten days from the date of acquisition, and any person or group of related persons that proposes to hold more than 10%, 25% or 50% of a bank’s total issued and outstanding voting shares must seek prior approval from the FSC for such shareholding. For violations of these restrictions, the violating shareholder will be subject to a fine in an amount from NT$2 million to NT$10 million, and will be restricted from exercising the voting rights of the portion exceeding the above percentages.

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DESCRIPTION OF THE GLOBAL DEPOSITARY SHARES

Citibank, N.A., or Citibank, has agreed to act as the Depositary for the Global Depositary Shares, or GDSs. Citibank’s depositary offices are located at 388 Greenwich Street, 14th Floor, New York, 10013, USA. Rule 144A and Regulation S Global Depositary Shares are referred to as “Rule 144A GDSs” and “Regulation S GDSs”, respectively. In this summary, we intend to use the term “GDSs” to refer to the Rule 144A GDSs and to the Regulation S GDSs. Unless we otherwise state, you should assume that the term “GDSs” encompasses both Rule 144A GDSs and Regulation S GDSs. GDSs are evidenced by Global Depositary Receipt, or GDR, certificates. The GDSs we are selling in the United States are referred to and will be issued as Rule 144A GDSs, and the GDSs we are selling outside the United States are referred to and will be issued as Regulation S GDSs. GDSs represent ownership interests in securities that are on deposit with the Depositary.

The Depositary has appointed a Custodian to hold the securities on deposit in safekeeping. In this case, the Custodian is Citibank Taiwan Limited, having its principal office at 9F, No.16 Nan Jing East Road Sec.4, Taipei, Taiwan, ROC.

We will appoint Citibank as Depositary pursuant to two separate Deposit Agreements, both to be dated as of the Closing Date, one for the Rule 144A GDSs, or the Rule 144A Deposit Agreement, and one for the Regulation S GDSs, or the Regulation S Deposit Agreement. A copy of the Deposit Agreements and any supplements or amendments thereto may be obtained from the Depositary. This is a summary description of the material terms of the GDSs and of your material rights as an owner of GDSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of GDSs will be determined by reference to the terms of the applicable Deposit Agreement and not by this summary. We urge you to review the Deposit Agreements in their entirety. Statements printed in italics in this description are provided for your information but may not be contained in the Deposit Agreements.

Each GDS represents the right to receive, and to exercise the beneficial ownership interests in, 20 Shares, or evidence of the right to receive, and to exercise the beneficial ownership interests in, 20 Shares, on deposit with the Custodian. A GDS will also represent the right to receive, and to exercise the beneficial ownership interests in, any other property received by the Depositary or the Custodian on behalf of the owner of the GDS but that has not been distributed to the owner of the GDSs because of legal restrictions or practical considerations.

On the date that we receive proceeds from this offering, or the Closing Date, we will deliver to the Custodian a Certificate of Payment evidencing the irrevocable right to receive the underlying Shares until the Individual Scripless Certificates of Payment are listed on the TWSE. No later than the second ROC Business Day following the Closing Date, we will apply to the TWSE for listing of the Individual Scripless Certificates of Payment. It is expected that the TWSE will approve the listing of the Individual Scripless Certificates of Payment on the fourth ROC Business Day following the Closing Date, such approval date being the “Share Listing Date”, although there is no assurance that such approval will be obtained by such date, if at all. (For the avoidance of doubt, the first ROC Business Day after the Closing Date is February 5, 2014.) Immediately upon the listing of the Individual Scripless Certificates of Payment on the TWSE, the Certificate of Payment we deliver to the Custodian on the Closing Date will be replaced by the Individual Scripless Certificates of Payment. As used herein, “ROC Business Day” means a day (other than a Saturday or Sunday) on which the commercial banks are open for business in Taipei, ROC.

If you become an owner of GDSs, you will become a party to the applicable Deposit Agreement and therefore will be bound to its terms and to the terms of the GDR certificate that evidences your GDSs. The Deposit Agreements and the GDR certificates specify our rights and obligations as well as your rights and obligations as an owner of GDSs and those of the Depositary. As a GDS owner you appoint the Depositary to act on your behalf for the Shares represented by your GDSs, either upon (1) your specific instructions when we call a meeting of shareholders, distribute an elective dividend (if permitted by ROC laws) or make a rights offering, or (2) the specific terms of the applicable Deposit Agreement to receive any dividends we distribute or Shares. The

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Deposit Agreements are governed by New York law. However, our obligations to the holders of Shares will continue to be governed by ROC laws, which may be different from the laws in the United States. In addition, we note that ROC laws and regulations may restrict the deposit and withdrawal of the Shares into or from the depositary receipt facilities.

Under the laws and regulations of the ROC and as provided in the Deposit Agreements, as currently in effect, after the Initial Deposit (as defined below), without obtaining regulatory approval from the FSC, no shares may be accepted for deposit and no GDSs may be issued under the terms of the Deposit Agreements except in the following circumstances:

  • 1) upon a stock dividend on, or a free distribution of, Shares to existing shareholders;

  • 2) upon the exercise by existing shareholders of their pre-emptive rights in connection with capital increases for cash;

  • 3) as permitted under the Deposit Agreements, to the extent previously issued GDSs have been cancelled, the purchase directly by a person or through the Depositary of Shares on the TWSE or the delivery by any person of Shares held by such person for deposit in the depositary receipt facility; and

  • 4) upon the exchange of Rule 144A GDSs for Regulation S GDSs and vice versa;

provided that the total number of GDSs outstanding after an issuance described in clause (3) does not exceed the number of GDSs issued and previously approved by the FSC in connection with the offering plus any GDSs created under clauses (1) and (2) described above and subject to any adjustment on the number of Shares represented by each GDS.

Under the laws and regulations of the ROC, the Shares deposited under the Deposit Agreements may be withdrawn upon cancellation of the corresponding GDSs pursuant to the respective Deposit Agreement subject to the following conditions:

  • the appointment of an eligible agent in the ROC to open (1) a securities trading account with an ROC brokerage firm with ROC approval and (2) a bank account to pay ROC taxes, remit funds, exercise shareholders’ rights and perform such other functions as you may designate upon such withdrawal;

  • the appointment of a tax guarantor in the ROC; and

  • the appointment of a custodian bank to hold the securities in safekeeping, make confirmations, settle trades and report relevant information.

In addition, you will be required to register with the TWSE for making investments in the ROC securities market prior to withdrawing Shares.

Presently, you may hold your GDSs only through a brokerage or safekeeping account. As such, you must rely on the procedures of your broker or bank to assert your rights as a GDS owner. Please consult with your broker or bank to determine what those procedures are. When we refer to “you”, we assume the reader owns GDSs and will own GDSs at the relevant time. When we refer to a “holder”, we assume the person owns GDSs and such person’s agent, which may be a broker, custodian, bank or trust company, is the holder of the applicable GDR certificate.

The registration of the Shares in the name of the Depositary or the Custodian shall, to the maximum extent permitted by applicable law, vest in the Depositary or the Custodian the record ownership in the applicable Shares with the beneficial ownership rights and interests in such Shares being at all times vested with the beneficial owners of the GDSs representing the Shares. The Depositary or the Custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the GDSs representing the deposited property.

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Distinctions Between Rule 144A GDSs and Regulation S GDSs

The Rule 144A GDSs and the Regulation S GDSs are similar in many ways but are different primarily on account of the requirements of the U.S. securities laws. The Rule 144A GDSs are “restricted securities” under the U.S. securities laws and as such are subject to limitations on their issuance, transfer and cancellation.

The differences between the Rule 144A GDSs and the Regulation S GDSs and the restrictions imposed on the Rule 144A GDSs and the Regulation S GDSs cover primarily the following:

  • The persons who may own and trade the GDSs:

  • only “Qualified Institutional Buyers” (as defined in Rule 144A) and persons located outside of the United States other than “U.S. persons” (as defined in Regulation S) may own and trade Rule 144A GDSs; and

  • any person may own and trade Regulation S GDSs offered herein.

  • The persons who may create additional GDSs:

  • only persons located outside of the United States other than “U.S. persons” (as defined in Regulation S) may deposit Shares to receive Regulation S GDSs; and

  • only “Qualified Institutional Buyers” (as defined in Rule 144A) and persons located outside of the United States other than “U.S. persons” may deposit Shares to receive Rule 144A GDSs.

  • The persons to whom you may transfer the GDSs, upon sale or otherwise:

  • you may transfer Rule 144A GDSs only to “Qualified Institutional Buyers” (as defined in Rule 144A) or outside of the United States in accordance with Rule 903 and 904 of Regulation S; and

  • you may transfer the Regulation S GDSs offered herein to any person.

  • The restrictions on the transfers and withdrawal of the Shares represented by the GDSs:

  • Please refer to “—Legends” below.

  • The eligibility for book-entry transfer:

  • Please refer to “—Clearance, Settlement and Safekeeping” below.

These distinctions and the requirements of the U.S. securities laws may require us and the Depositary to treat the Regulation S GDSs and the Rule 144A GDSs differently at any time in the future. There can be no guarantee that holders of Rule 144A GDSs will receive the same entitlements as holders of Regulation S GDSs and vice versa.

Clearance, Settlement and Safekeeping

Rule 144A GDSs

The Depositary has made arrangements with DTC to act as securities depository for the Rule 144A GDSs. All Rule 144A GDSs issued in this offering will be registered in the name of Cede & Co., DTC’s nominee. One Master Rule 144A GDR certificate will represent all Rule 144A GDSs issued to and registered in the name of

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Cede & Co. Transfers of ownership interests in Rule 144A GDSs are to be accomplished by entries made on the books of DTC and of the participants in DTC acting on behalf of Rule 144A GDS owners. Owners of Rule 144A GDSs will not receive physical certificates evidencing their ownership interests in the Rule 144A GDSs, except in the event that DTC no longer acts as securities depository and a successor securities depository cannot be appointed. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer Rule 144A GDSs evidenced by the Master Rule 144A GDR certificate to such persons may be limited. Because DTC can only act on behalf of direct participants (“Direct Participants”), who in turn act on behalf of indirect participants (“Indirect Participants”), the ability of a person owning Rule 144A GDSs evidenced by the Master Rule 144A GDR certificate to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take action in respect of such interest, may be affected by the lack of physical individual definitive securities in respect of such interest .

So long as DTC, or its nominee, is the registered holder of the Master Rule 144A GDR certificate, DTC or such nominee, as the case may be, will be considered the sole holder of the Rule 144A GDSs evidenced thereby for all purposes under the Rule 144A Deposit Agreement and the Rule 144A GDSs.

DTC may discontinue providing its services as securities depository with respect to the Rule 144A GDSs at any time by giving reasonable notice to the Depositary. Under such circumstances, in the event that a successor securities depository cannot be appointed, Rule 144A GDR certificates will be printed and delivered to the applicable Rule 144A GDS owners.

DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that the Direct Participants deposit and facilitates the clearance and settlement of securities transactions among Direct Participants in such securities through electronic computerized book-entry changes in accounts of Direct Participants, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom own DTC, and may include the Managers (and/or their respective affiliates). Indirect access to the DTC system is also available to others that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, or the Indirect Participants. Transfers of ownership or other interests in DTC are to be accomplished by entries made on the books of Direct Participants or Indirect Participants acting on behalf of beneficial owners of GDSs. In addition, beneficial owners of GDSs in DTC will receive all distributions of dividends, GDSs, shares, rights and other distributions, if any, on the GDSs from the Depositary through Direct Participants and Indirect Participants.

Regulation S GDSs

The Regulation S GDSs are not eligible for settlement in DTC. Arrangements have been made with Euroclear and Clearstream to act as securities depositories for the Regulation S GDSs. All Regulation S GDSs issued in this offering will be registered in the name of a nominee of Citibank Europe plc as, common depository for Euroclear and Clearstream (the “Common Depository”). One Master Regulation S GDR certificate will represent all Regulation S GDSs issued to and registered in the name of a nominee of the Common Depository (initially “Citivic Nominees Limited”). Euroclear and Clearstream will hold the Regulation S GDSs on behalf of their participants through their respective depositories, and transfers will be permitted only within Euroclear and Clearstream in accordance with usual rules and operating procedures of the relevant system. Transfers of ownership interests in Regulation S GDSs are to be accomplished by entries made on the books of Clearstream and Euroclear and of participants in Clearstream and Euroclear, acting in each case on behalf of Regulation S GDS owners. Owners of Regulation S GDSs will not receive physical certificates representing their ownership interests in the Regulation S GDSs, except in the event that use of the Euroclear and Clearstream book-entry systems for the Regulation S GDSs is discontinued. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer Regulation S GDSs

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evidenced by the Master Regulation S GDR certificate to such persons may be limited. Because Euroclear and Clearstream can only act on behalf of direct participants in their book-entry systems, who in turn act on behalf of indirect participants, the ability of a person owning Regulation S GDSs evidenced by the Master Regulation S GDR certificate to pledge such interest to persons or entities that do not participate in the Euroclear and Clearstream systems, or otherwise take action in respect of such interest, may be affected by the lack of physical individual definitive securities in respect of such interest.

So long as the Common Depository (as nominee for Euroclear and Clearstream) is the registered holder of the Master Regulation S GDR certificate, the Common Depository will be considered the sole holder of the Regulation S GDSs evidenced thereby for all purposes under the Regulation S Deposit Agreement.

If at any time Euroclear or Clearstream, as the case may be, ceases to make its respective book-entry settlement systems available for the Regulation S GDSs, we and the Depositary will attempt to make other arrangements for book-entry settlement. If alternative book-entry settlement arrangements cannot be made, the Depositary will make available Regulation S GDSs in physical certificate form.

Settlement

So long as the Rule 144A GDSs are evidenced by Master GDR certificates registered in the name of DTC or its nominee, the Rule 144A GDSs will settle in DTC’s Same-Day Funds Settlement System and secondary market trading activity in the Rule 144A GDSs will be required by DTC to settle in immediately available funds. So long as the Regulation S GDSs are represented by Master GDR certificates registered in the name of the Common Depository or its nominee, the Regulation S GDSs will settle in Euroclear and Clearstream in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the GDSs described below, in crossmarket transfers from the account of a DTC participant to the account of a Euroclear or Clearstream accountholder, the DTC participant will deliver instructions for delivery to the relevant Euroclear or Clearstream account-holder to DTC by 3:00 p.m., New York City time, on the settlement date. On the settlement date, the Depositary will (1) decrease the amount of the Rule 144A GDSs registered in the name of DTC or its nominee and evidenced by the Master Rule 144A GDR certificate and (2) increase the amount of Regulation S GDSs registered in the name of the Common Depository or its nominee and evidenced by the Master Regulation S GDR certificate. Book-entry interests will be delivered to Euroclear or Clearstream, as the case may be, for credit to the relevant account-holder on the first business day following the settlement date.

Subject to compliance with the transfer restrictions applicable to the GDSs described below, when beneficial interests in the GDSs represented by the relevant Master GDR certificate are to be transferred from the account of a Euroclear or Clearstream account-holder holding a beneficial interest in the Regulation S GDSs represented by the Master Regulation S GDR certificate to the account of a DTC participant wishing to hold a beneficial interest in the Rule 144A GDSs represented by the Master Rule 144A GDR certificate, the Euroclear or Clearstream account-holder must send delivery instructions to Euroclear by 10:00 a.m., Brussels time, for custody exchange instructions received by telex, and by 3:00 p.m., Brussels time, for custody exchange instructions through SWIFT or Euclid, and to Clearstream by 7:45 p.m., Luxembourg time, one business day prior to the settlement date. Euroclear or Clearstream, as the case may be, will in turn transmit an appropriate instruction to the Depositary to arrange delivery to the DTC participant on the settlement date. On the settlement date, the Depositary will (1) deliver such Rule 144A GDSs by book-entry transfer to the relevant account of the DTC participant and (2)(a) decrease the amount of Regulation S GDSs registered in the name of the Common Depository or its nominee and evidenced by the Master Regulation S GDR certificate and (b) increase the amount of Rule 144A GDSs registered in the name of DTC or its nominee and evidenced by the Master Rule 144A GDR certificate.

DTC will take any action permitted to be taken by an owner of Rule 144A GDSs only at the direction of one or more DTC participants to whose account or accounts with DTC interests in the Rule 144A GDSs evidenced by

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the Master Rule 144A GDR certificate are credited and only in respect of such portion of the number of Rule 144A GDSs as to which such DTC participant or DTC participants has or have given such direction. Owners of indirect interests in securities evidenced by the Master Rule 144A GDR certificate through DTC participants have no direct rights to enforce such interests while the securities are in global form.

The Common Depository will take any action permitted to be taken by an owner of Regulation S GDSs only at the direction of one or more participants of Euroclear or Clearstream to whose account or accounts are credited with interests in the Regulation S GDSs evidenced by the Master Regulation S GDR certificate held by the Common Depository and only in respect of such portion of the number of Regulation S GDSs as to which such participant or participants has or have given such direction. Owners of indirect interests in securities evidenced by the Master Regulation S GDR certificate through the participants of Euroclear and Clearstream have no direct rights to enforce such interests while the securities are in global form.

Although DTC, Clearstream and Euroclear have procedures in order to facilitate the transfer of interests in the Master GDR certificates among participants in their respective settlement systems, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. None of us, the Depositary, the Custodian or any of their agents will have any responsibility for the performance by DTC, Clearstream or Euroclear or their respective participants of their respective obligations under the rules and procedures governing their operations.

Transfer Restrictions

The GDSs may be resold, pledged or otherwise transferred only in compliance with the U.S. securities laws and are subject to the following restrictions:

Rule 144A GDSs
The Rule 144A GDSs may be resold, pledged or
otherwise transferred only:
Regulation S GDSs
The Regulation S GDSs offered herein shall be freely
transferable.

(i) outside the United States to a person other than a U.S. person (as defined in Regulation S under the Securities Act) in accordance with Regulation S;

Or

(ii) to a “Qualified Institutional Buyer” (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A;

Or

  • (iii) pursuant to Rule 144 under the Securities Act, if available;

Or

  • (iv) pursuant to an effective registration statement under the Securities Act.

If the Regulation S GDSs are transferred to a “Qualified Institutional Buyer” in a transaction meeting the requirements of Rule 144A, the transferor is required to convert the Regulation S GDSs into Rule 144A GDSs and make delivery of the Rule 144A GDSs to the transferee.

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Regulation S GDSs

Rule 144A GDSs

Restrictions Upon Deposit

  • Shares will be accepted for deposit only if delivered by, or on behalf of, a person that is:

  • Shares will be accepted for deposit only if delivered by, or on behalf of, a person that is:

  • (a) not us or our affiliate or a person acting on behalf of us or our affiliate, and

  • (a) not us or our affiliate or a person acting on behalf of us or our affiliate, and

  • (b) is (i) a “Qualified Institutional Buyer” (as defined in Rule 144A), or (ii) a person located outside the United States.

(b) is a person other than a “U.S. person” (as defined in Regulation S) and located outside the United States.

Restrictions Upon Withdrawal

Shares may be withdrawn from the Rule 144A Deposit agreement only by:

Shares may be withdrawn under the Regulation S Deposit Agreement by any person and are freely transferable.

(i) a person other than a “U.S. person” (as defined in Regulation S) located outside of the United States who will be the beneficial owner of the Shares upon withdrawal;

Or

(ii) a “Qualified Institutional Buyer” (as defined in Rule 144A) who:

(x) has sold the Rule 144A GDSs to another “Qualified Institutional Buyer” (as defined in Rule 144A), in a transaction meeting the requirements of Rule 144A, or outside the United States to a person other than a “U.S. person” (as defined in Regulation S) in accordance with Regulation S,

Or

(y) will be the beneficial owner of the Shares and agrees to observe the transfer restrictions applicable to Rule 144A GDSs in respect of the Shares so withdrawn.

Dividends and Distributions

As a holder, you generally have the right to receive the distributions we make on the securities deposited with the Custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the Deposit Agreements in proportion to the number of GDSs held as of a specified record date.

Distributions of Cash

Subject always to the laws and regulations of the ROC, whenever we make a cash distribution for the securities on deposit with the Custodian, we will notify the Depositary and deposit the funds with the Custodian.

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Upon receipt of such notice and of confirmation of the deposit of the requisite funds, the Depositary will arrange for the funds to be converted into US dollars, if necessary and for the distribution of the US dollars to the holders, subject to the laws and regulations of the ROC.

The conversion into US dollars will take place only if necessary and practicable and if the US dollars are transferable to the United States. The amounts distributed to holders will be net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreements. The Depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the Custodian in respect of securities on deposit.

Distributions of Shares

Subject always to the laws and regulations of the ROC, whenever we make a free distribution of Shares for the securities on deposit with the Custodian, we will notify the Depositary and deposit the applicable number of Shares with the Custodian. Upon receipt of notice of such deposit, the Depositary will either distribute to holders new GDSs representing the Shares deposited or to the extent permitted by applicable law modify the GDS-to-Shares ratio, in which case each GDS you hold will represent rights and interests in the additional Shares so deposited. Only whole new GDSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new GDSs or, to the extent permitted by applicable law, the modification of the GDS-to-Shares ratio upon a distribution of Shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreements. In order to pay such taxes or governmental charges, the Depositary may sell all or a portion of the new Shares so distributed.

No such distribution of new GDSs will be made if it would violate U.S. law, including the U.S. securities laws, or if it is not lawful or reasonably practicable. If the Depositary does not distribute new GDSs as described above, it will use its best efforts to sell the Shares received and will distribute the proceeds of the sale as in the case of a distribution of cash.

Distributions of Rights

Subject always to the laws and regulations of the ROC, whenever we intend to distribute rights to purchase additional Shares, we will give prior notice to the Depositary and will indicate whether we wish the distribution of rights to be made available to you. In such case, we will assist the Depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional GDSs to holders.

The Depositary, with our assistance, will establish procedures to distribute rights to purchase additional GDSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of GDSs, and if we provide all of the documentation contemplated in the applicable Deposit Agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new GDSs upon the exercise of your rights. The Depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new Shares other than in the form of GDSs.

The Depositary will not distribute the rights to you if:

  • We do not timely request that the rights be distributed to you; or

  • We fail to deliver satisfactory documents to the Depositary; or

  • It is not lawful or reasonably practicable to distribute the rights.

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If registration of the rights or the securities to which such rights relate may be required under the Securities Act or any other applicable law in order for us to offer such rights or such securities to holders and to sell the securities represented by such rights, the Depositary will not distribute rights to holders of GDSs unless and until a registration statement under the Securities Act covering such offering is in effect. We have no obligation under the Deposit Agreements to prepare and file a registration statement for any purpose.

The Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.

Other Distributions

Subject always to the laws and regulations of the ROC, whenever we intend to distribute property other than cash, Shares or rights to purchase additional Shares, we will notify the Depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the Depositary in determining whether such distribution to holders is lawful and reasonably practicable.

If it is lawful and reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the Deposit Agreements, the Depositary will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreements. In order to pay such taxes and governmental charges, the Depositary may sell all or a portion of the property received.

The Depositary will not distribute the property to you and will sell the property if:

  • We do not request that the property be distributed to you; or

  • We do not deliver satisfactory documents to the Depositary; or

  • The Depositary determines that all or a portion of the distribution to you is not lawful or reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems practicable under the circumstances.

Redemption

To the extent permitted by applicable laws, whenever we decide to redeem any of the securities on deposit with the Custodian, we will notify the Depositary. If it is reasonably practicable and if we provide all of the documentation contemplated in the Deposit Agreements, the Depositary will distribute notice of the redemption to the holders.

The Custodian will be instructed to surrender the Shares being redeemed against payment of the applicable redemption price. The Depositary will convert the redemption funds received into US dollars upon the terms of the Deposit Agreements and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their GDSs to the Depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your GDSs. If less than all GDSs are being redeemed, the GDSs to be retired will be selected by lot or on a pro rata basis, as the Depositary may determine.

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Changes Affecting Shares

The Shares held on deposit for your GDSs are subject to change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such Shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

If any such change were to occur, your GDSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the Shares held on deposit. The Depositary may in such circumstances deliver new GDR certificates to you or call for the exchange of your existing GDR certificates for new GDR certificates. If the Depositary may not lawfully distribute such property to you or the distribution is not reasonably practicable, the Depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Deposits

In connection with the issuance by an ROC company of new shares for cash, such as the Shares underlying the GDSs being offered in this offering, settlement is initially made by delivery to the persons purchasing the new shares of a Certificate of Payment representing the right to receive the definitive share certificates evidencing such shares. The initial deposit of the Shares offered in connection with this offering will be made by the delivery to the Custodian of a Certificate of Payment evidencing the right to receive the definitive share certificates evidencing the Shares offered by us, which Shares will be registered in the name of the Depositary or its nominee, as representatives of the holders of the GDSs. No later than the second ROC Business Day following the Closing Date, we will apply to the TWSE for listing of the Individual Scripless Certificates of Payment. It is expected that the TWSE will approve the listing of the Individual Scripless Certificates of Payment on the fourth ROC Business Day following the Closing Date. Immediately upon such listing, the Certificate of Payment we deliver to Custodian on the Closing Date will be replaced by the Individual Scripless Certificates of Payment. The initial deposit of the Certificate of Payment and the subsequent deposit of Shares in exchange therefore by us in connection with this offering are collectively referred to herein as the “Initial Deposit”.

Under the ROC Securities and Exchange Law and applicable regulations, we are required to deliver the underlying Shares in physical certificate form or scripless form to the Custodian within 30 days after receiving approval from the relevant governmental authority of our corporate amendment registration. We are required under the ROC Company Act to file an amendment to our corporate registration within 15 days after receiving the proceeds from this offering. Prior to the issue of the underlying Shares in physical certificate form or scripless form, we will apply for and obtain approval to list the underlying Shares on the TWSE. We have agreed to issue and deliver the underlying Shares in scripless form in respect of the Individual Scripless Certificates of Payment in connection with this offering on or about 60-80 days after the Closing Date, subject to obtaining approvals from the relevant governmental authority and the TWSE. Until the underlying Shares have been so issued and delivered, the GDSs will represent Shares evidenced by the Certificate of Payment (from the Closing Date to the date immediately prior to the listing of the Individual Scripless Certificates of Payment) or the Individual Scripless Certificates of Payment on or after the date of listing of the Individual Scripless Certificates of Payment. Immediately after the listing of the Individual Scripless Certificates of Payment, a holder may apply to withdraw the Individual Scripless Certificates of Payment or underlying Shares, as the case may be. In case of a withdrawal of the Individual Scripless Certificates of Payment, such holders will be entitled to the same rights as if the Depositary were holding the underlying Shares in scripless form. The Individual Scripless Certificates of Payment, which are without physical form and are issued only in book-entry form through TDCC, the book-entry settlement system of the ROC, carry the same rights as those attaching to the Shares in respect of dividends and are eligible for trading on the TWSE in the same manner as the Shares.

Subject to limitations set forth in the Deposit Agreements and the GDR certificates, after the Initial Deposit, the Depositary may create GDSs on your behalf if you or your broker deposits Shares with the Custodian. The Depositary will deliver these GDSs to the person you indicate only after you pay any applicable issuance fees

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and any charges and taxes payable for the transfer of the Shares to the Custodian and you provide the applicable deposit certification. Your ability to deposit Shares and receive GDSs may be limited by U.S. and ROC legal considerations applicable at the time of deposit.

Under current ROC law and as provided in the Deposit Agreements, after the Initial Deposit, no deposits of Shares may be made in a depositary receipt facility, and no GDSs may be issued against such deposits, without specific approval of the FSC, except in connection with the offering and the issuance of additional GDSs in connection with (i) stock dividends on, or free distributions of, Shares, (ii) the exercise by holder of existing GDSs of the preemptive rights in the event of capital increases for cash, (iii) as permitted under the Deposit Agreements, to the extent that previously issued GDSs have been canceled, the purchase directly by a person or through the Depositary of Shares on the TWSE or the delivery by any person of Shares held by such person for deposit in the depositary receipt facility or (iv) the exchange of Rule 144A GDSs for Regulation S GDSs and vice versa, provided that the total number of GDSs outstanding after an issuance described in clause (iii) does not exceed the number of GDSs issued and previously approved by the FSC in connection with the offering plus any GDSs created under clauses (i) and (ii) described above and subject to any adjustment on the number of Shares represented by each GDS.

The Depositary and the Custodian will refuse to accept Shares for deposit whenever they are notified in writing that such deposit would result in any violation of applicable laws, including ownership restrictions under the laws of the ROC. The Depositary will also refuse (i) to accept certain Shares for deposit under the Rule 144A Deposit Agreement if notified in writing that such Shares are listed on a U.S. securities exchange or quoted on a U.S. automated inter-dealer quotation system, unless accompanied by evidence satisfactory to the Depositary that any Shares presented for deposit are eligible for resale pursuant to Rule 144A, or (ii) to issue GDSs representing the new Shares that are separate and distinct from GDSs representing the existing Shares.

The issuance of GDSs may be delayed until the Depositary or the Custodian receives confirmation that all required approvals have been given and that the Shares have been duly transferred to the Custodian. The Depositary will only issue GDSs in whole numbers.

When you make a deposit of Shares, you will be responsible for transferring good and valid title to the Depositary. As such, you will be deemed to represent and warrant that:

  • Such Shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

  • All pre-emptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised.

  • You are duly authorized to deposit such Shares.

  • The Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and, in the case of Regulation S GDSs, are not, and the Regulation S GDSs issuable upon such deposit will not be, “restricted securities” (as defined in the Regulation S Deposit Agreement).

  • The Shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties is incorrect in any way, we and the Depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

When you deposit Shares to receive Rule 144A GDSs, you will be required to provide the Depositary with a deposit certification stating, inter alia, that:

  • you acknowledge that the Shares and the Rule 144A GDSs have not been and will not be registered under the Securities Act or with any securities regulatory authority in any state or other jurisdiction in the United States; and

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  • you are not an “affiliate” of ours and you are not acting on behalf of us or one of our “affiliates”; and

  • you certify that you are, or are acting on behalf of, (i) a “Qualified Institutional Buyer” (as defined in Rule 144A), or (ii) a person other than a “U.S. person” (as defined in Regulation S) and located outside the United States and will acquire the Shares to be deposited outside the United States; and

  • you agree, as the owner of the Rule 144A GDSs, to offer, sell, pledge and otherwise transfer the Rule 144A GDSs or the Shares represented by the Rule 144A GDSs in accordance with the applicable U.S. state securities laws and only

  • (a) to a “Qualified Institutional Buyer” (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, or

  • (b) outside the United States to a person other than a “U.S. person” (as defined in Regulation S) in accordance with Regulation S, or

  • (c) in accordance with Rule 144 under the Securities Act, if available, or

  • (d) pursuant to an effective registration statement under the Securities Act.

A copy of the form of deposit certification for Rule 144A GDSs is attached to the Rule 144A Deposit Agreement and may be obtained from the Depositary upon request.

When you deposit Shares to receive Regulation S GDSs, you will be required to provide the Depositary with a deposit certificate stating, inter alia, that:

  • you acknowledge that the Shares and the Regulation S GDSs have not been and will not be registered under the Securities Act or with any securities regulatory authority in any state or other jurisdiction in the United States; and

  • you are not an “affiliate” of ours and you are not acting on behalf of us or one of our “affiliates”; and

  • you certify that you are, or are acting on behalf of, (i) a person other than a U.S. person (as defined in Regulation S) and are located outside the United States and (ii) a person that is not in the business of buying and selling securities, or, if you or such person is in such business, you or such person did not acquire the Shares to be deposited from us or any affiliate in the initial distribution of Regulation S GDSs, Shares and Rule 144A GDSs; and

  • you agree, as the owner of the Regulation S GDSs (or the person you are acting on behalf of has confirmed its agreement to you), to offer, sell, pledge and otherwise transfer the Regulation S GDSs or the Shares represented by the Regulation S GDSs in accordance with the applicable U.S. state securities laws.

A copy of the form of deposit certification for Regulation S GDSs is attached to the Regulation S Deposit Agreement and may be obtained from the Depositary upon request.

Withdrawal of Shares Upon Cancellation of GDSs

On or after approximately the fourth ROC Business Day following the Closing Date, with regard to the GDSs issued on the Closing Date pursuant to this Offering, subject to the approval from the TWSE of the listing of the Individual Scripless Certificates of Payment and the relevant provisions of the Deposit Agreements, a holder may apply to withdraw the underlying Shares or, as the case may be, the Individual Scripless Certificates

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of Payment. The Individual Scripless Certificates of Payment, which are without physical form and settle through the book-entry system, carry the same rights as those attaching to underlying Shares in respect of dividends and are eligible for trading on the TWSE in the same manner as the underlying Shares. Your ability to withdraw the Shares may be limited by U.S. and ROC law considerations applicable at the time of withdrawal.

Under current ROC law, if you (other than PRC persons, except for QDIIs, or a person with prior approval from the ROC Investment Commission of the MOEA ) wish to withdraw and hold underlying Individual Scripless Certificates of Payment or Shares, as the case may be, from a depositary receipt facility, you will be required to appoint an eligible agent in the ROC to open a securities trading account with a local brokerage firm (after receiving an approval from the TWSE) and a bank account (the securities trading account and the bank account collectively, the “Accounts”), to pay ROC taxes, remit funds, exercise shareholders’ rights and perform such other functions as you may designate upon such withdrawal. In addition, you will be required to appoint a custodian bank to hold the securities in safekeeping, make confirmation and settle trades and report all relevant information. Without the opening of such Accounts, the withdrawing holder would be unable to hold or subsequently sell the underlying Shares withdrawn from the depositary receipt facility on the TWSE or otherwise. In addition, you will be required to register with the TWSE for making investments in the ROC securities market prior to withdrawing Shares. These laws may change from time to time. We cannot assure you that current ROC law will remain in effect or that future changes in ROC law will not adversely affect your ability to withdraw the Shares from the applicable GDS facility.

Holders of GDSs withdrawing Individual Scripless Certificates of Payment or Shares represented by GDSs are also required under current ROC law and regulations to appoint an agent in the ROC for filing tax returns and making tax payments. Such agent must meet certain qualifications set by the FSC and, upon appointment, becomes a guarantor of such withdrawing holder’s ROC tax obligations. Evidence of the appointment of such agent and the approval of such appointment by the ROC tax authorities may be required as conditions to such withdrawing holder’s repatriation of the proceeds from the sale of the withdrawn Individual Scripless Certificates of Payment or Shares. There can be no assurance that such withdrawing holder will be able to appoint and obtain approval for such agent in a timely manner.

Pursuant to the Regulations Governing Mainland China Investor‘s Securities Investment and Futures Trading in Taiwan, or the PRC Regulations, a qualified institutional investor which has been approved by the competent authority regulating the securities industry in PRC, or QDII, is permitted to make securities investments or trade futures in the ROC. The total investment amount allowed to be remitted into the ROC by all QDIIs cannot exceed US$500 million, and by each QDII cannot exceed US$100 million. A custodian shall be appointed by each QDII to apply with the TWSE for the remittance. In addition, for a QDII to make investment in a financial institution, such as us, each QDII shall not hold 5% or more of the issued shares of the Company and all PRC investors (including QDIIs), in aggregate, shall not hold 10% or more of the issued shares of the Company. Subject to the compliance with the foregoing applicable laws and regulations of the ROC, a QDII may request withdrawal of, and holds the Shares represented by the GDSs.

Other than a QDII, a PRC person may, pursuant to the Regulations Governing the Approval of Investment in Taiwan by the Mainland China Investors, make an investment in the ROC with prior investment approval from the Investment Commission of the Ministry of Economic Affairs, or MOEA, and other competent authority. For such PRC investor, to make an investment in an ROC bank, such as us, the PRC-ROC Banking Activities Regulations shall also apply. According to the PRC-ROC Banking Activities Regulations, currently, only a PRC bank meeting certain criteria and obtaining relevant approvals is allowed to invest in one ROC bank and the total investment in such ROC bank shall not exceed 5% of its total issued and outstanding voting shares. Additionally, PRC investors (including QDIIs) in the aggregate shall not hold 10% or more of such ROC bank’s issued and outstanding voting shares. Subject to the compliance with the foregoing laws and regulations of the ROC, a non-QDII PRC bank may request withdrawal of and hold, the Shares represented by the GDSs.

If the withdrawal of Individual Scripless Certificates of Payment or Shares by a holder of GDSs would cause such holder, individually or together with its group of related persons jointly, to hold more than 10%, 25%

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or 50% of our total issued and outstanding voting shares, such holder must apply to the FSC for approval in advance of such withdrawal. Prior to making such withdrawal, such holder will be required to certify that the applicable shareholding restrictions under the ROC Banking Law have been satisfied in connection with such withdrawal, including the obtaining of such approval from the FSC.

Subject to the withdrawal of deposited property being permitted under ROC laws and regulations, you may also request that our Shares or Individual Scripless Certificates of Payment represented by your GDSs be sold on your behalf. The Depositary may require that you deliver your request for sale in writing. Any sale of the Individual Scripless Certificate of Payment or Shares will be conducted according to applicable ROC law through a securities company in the ROC on the TWSE or in another manner as is permitted under applicable ROC law. Any sale will be at your risk and expense. You may also be required to enter into a separate agreement to cover the terms of the sale of our Shares or Individual Scripless Certificates of Payment.

Upon receipt of any proceeds from any sale, subject to any restrictions imposed by ROC law and regulations, the Depositary shall convert the proceeds into US dollars and distribute the proceeds to you, net of any fees, expenses, taxes or governmental charges (including, without limitation, any ROC and U.S. taxes) incurred in connection with the sale. Although sales of GDSs by a non-resident individual or corporation that has no fixed place of business or other permanent establishment or business agent in the territory of the ROC are not currently subject to ROC taxation on capital gains, sales of our Shares or Individual Scripless Certificates of Payment by a non-resident individual holder is subject to ROC taxation on capital gains.

In order to withdraw or instruct the sale of the Shares or Individual Scripless Certificates of Payment represented by your GDSs, you will be required to pay the fees for cancellation of GDSs and any charges and taxes payable upon the transfer of the Shares or Individual Scripless Certificates of Payment being withdrawn and you will be required to provide to the Depositary the applicable withdrawal certification. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the GDSs will not have any rights under the corresponding Deposit Agreement.

You will not be entitled to withdraw or instruct the sale of interests in Individual Scripless Certificate(s) of Payment underlying the GDSs issued in this offering until on or about the fourth ROC Business Day following the Closing Date. In addition, under ROC market practice, you will not be able to receive the underlying Individual Scripless Certificate of Payment or the Shares for an additional two ROC Business Days.

If you hold a GDR certificate registered in your name, the Depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the Depositary may deem appropriate before it will cancel your GDSs. The withdrawal of the Shares or Individual Scripless Certificates of Payment represented by your GDSs may be delayed until the Depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the Depositary will only accept GDSs for cancellation that represent a whole number of securities on deposit.

We have reporting obligations under ROC law in respect of the GDS facilities. In order to enable us to gather the information necessary for these reporting obligations, you will be asked to complete a certification upon withdrawal of Shares or Individual Scripless Certificates of Payment from the applicable GDS facility. In this certification you will be asked to disclose, among other information, the name, nationality and address of the beneficial owner of the GDSs presented for cancellation, the number of Shares owned by the beneficial owner and whether certain affiliations exist between the beneficial owner and us. The Depositary will refuse to release the Shares or Individual Scripless Certificates of Payment to you until you deliver a completed and signed certification to it.

In addition, the Depositary shall not deliver interests in Individual Scripless Certificate(s) of Payment or Shares to a surrendering holder of GDSs unless such holder presents evidence of payment of any securities transaction tax which may be imposed under ROC law unless we shall have advised the Depositary that no such

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tax is assessable in connection with the withdrawal of the Individual Scripless Certificate(s) of Payment or Shares hereunder.

If the Shares or Individual Scripless Certificates of Payment are withdrawn from the depositary facility, such holder will be required to provide information to enable our compliance with our obligations set forth under the laws and regulations of the ROC, including a certification to the Depositary that:

  • the holder is or is not a “related person”, as such term is defined in the applicable Deposit Agreement, to us;

  • the holder will own a certain number of the Shares after cancellation of the GDSs surrendered thereby, as well as a certain number of GDSs representing the Shares after cancellation of the GDSs surrendered thereby;

  • the holder, or the person on whose account he acts, is the beneficial owner of the GDSs surrendered to the Depositary thereby;

  • the name, address and nationality of the beneficial owner of the GDSs, as included upon presentation of GDSs for cancellation, is true and correct;

  • the number of GDSs surrendered and the number of Shares withdrawn, as included upon presentation of GDSs for cancellation, is true and correct;

  • if the presenter is a broker-dealer, the owner of the account for which he is acting has confirmed the accuracy of the above representations;

  • the holder is or is not a PRC person meeting the qualifications required under the laws of the ROC (“Qualified PRC Person”), as such term is defined in the applicable laws of the ROC; and

  • if the holder is a Qualified PRC Person, or will hold 10%, 25% or 50% of the total issued and outstanding voting Shares or Individual Scripless Certificates of Payment, it has made all registrations and/or obtained all government approvals required under the laws of the ROC to hold the Shares or Individual Scripless Certificates of Payment underlying the GDSs submitted for cancellation and withdrawal and its ownership of Shares will not result in a violation of applicable laws of the ROC.

The Deposit Agreements may not be modified to impair your right to withdraw the securities represented by your GDSs unless there are:

  • temporary delays because (1) the transfer books for the Shares or GDSs are closed, or (2) register of shareholders is closed due to a shareholders’ meeting or a payment of dividends;

  • obligations to pay fees, taxes and similar charges; and

  • restrictions imposed by law or regulation.

When you request the withdrawal of the Shares represented by your Rule 144A GDSs, you will be required to provide the Depositary with a withdrawal certification stating, inter alia, that:

  • you acknowledge that the Shares represented by your Rule 144A GDSs have not been and will not be registered under the Securities Act or with any securities regulatory authority in any state or other jurisdiction in the United States; and

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  • you certify that either:

  • (X) you are a “Qualified Institutional Buyer” (as defined in Rule 144A) who is the beneficial owner of the Rule 144A GDSs presented for cancellation, or you are acting on behalf of a Qualified Institutional Buyer who is the beneficial owner of the Rule 144A GDSs presented for cancellation and

    • (i) you have, or the person on whose behalf you are acting has, sold or agreed to sell the Rule 144A GDSs or Shares to a person other than a “U.S Person (as defined in Regulation S) in accordance with Regulation S, or

    • (ii) you have, or the person on whose behalf you are acting has, sold or agreed to sell the Rule 144A GDSs or Shares to another “Qualified Institutional Buyer” (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, or

    • (iii) you (or the person on whose behalf you are acting) will be the beneficial owner of the Shares upon withdrawal and you (or the person on whose behalf you are acting) (x) will not deposit the Shares in any depositary receipt facility that is not a “restricted” depositary receipt facility and (y) will sell the Shares only

      • (a) to another Qualified Institutional Buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, or

      • (b) outside the United States to a person other than “U.S. Person” (as defined in Regulation S) in accordance with Regulation S, or

      • (c) in accordance with Rule 144 (if available), or

      • (d) pursuant to an effective registration statement under the Securities Act; or

  • (Y) you are a person other than a “U.S. Person” (as defined in Regulation S) and are located outside the United States and you acquired or agreed to acquire the Rule 144A GDSs or Shares outside the United States and will be the beneficial owner of the Rule 144A GDSs or Shares upon withdrawal.

When you request the withdrawal of the shares represented by your Regulation S GDSs, you may be required to provide the Depositary with a withdrawal certification as we and the Depositary may require.

Voting Rights

You may instruct the Depositary to exercise the voting rights for the Shares represented by your GDSs only in accordance with the Deposit Agreements and as described below. The voting rights of holders of Shares are described in “Description of Our Share Capital—Voting Rights”

The Depositary will distribute to you any notice of shareholders’ meeting received from us together with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by GDSs. If we fail to provide in a timely manner the Depositary with an English language translation of our notice of meeting or other materials related to any meeting of owners of Shares, the Depositary will endeavor to cause all the deposited securities represented by GDSs to be present at the applicable meeting, insofar as practicable and permitted under applicable law, but will not cause those securities to be voted.

Subject to the applicable Deposit Agreement, if the Depositary timely receives voting instructions from a holder of GDSs, it will endeavor to vote the Shares or other securities represented by the holder’s GDSs in accordance with such voting instructions. If the Depositary receives timely voting instructions from a holder of GDSs which fail to specify the manner in which the Shares or other securities represented by the holder’s GDSs

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are to be voted, the Depositary will deem the holder of the GDSs to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Holders of GDSs in respect of which the Depositary does not receive timely voting instructions will be deemed to have instructed the Depositary to authorize the Company’s Chairman of the Board of Directors or his/her designated person to vote the Shares or other securities represented by such GDSs in his or her discretion, provided that the Depositary received notice of the meeting or solicitation of vote from the Company in a timely manner as specified in the applicable Deposit Agreement. No such authorization will be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such authorization to be given; (ii) substantial opposition exists, or (iii) the rights of the shareholders of the Company will be materially adversely affected.

By accepting and continuing to hold GDSs or any interest therein, a holder will be deemed to have agreed to the voting provisions set forth in the applicable Deposit Agreement, as such provisions may be amended from time to time to comply with applicable ROC law.

Please note that the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the Depositary in a timely manner.

Fees and Charges

As a GDS holder, you will be required to pay the following service fees under the terms of the applicable Deposit Agreement:

Service
Issuance of GDSs
Cancellation of GDSs
Distribution of GDSs pursuant to securities dividends, free
securities distributions or exercise of rights
Distribution of cash dividends or other cash distributions
Distribution of securities other than GDSs or rights to
purchase additional GDSs
Depositary services fee
Transfer of GDR certificates
Fees
Up to US$0.05 per GDS issued
Up to US$0.05 per GDS canceled
Up to US$0.05 per GDS held
Up to US$0.05 per GDS held
Up to US$0.05 per GDS held
US$0.05 per GDS held as of any record date
established by the Depositary
US$1.50 per certificate presented for transfer

As a GDS holder you will also be responsible to pay certain charges such as:

  • fees for the transfer and registration of Shares charged by the registrar and transfer agent for the Shares in the ROC upon deposits and withdrawals of Shares;

  • expenses incurred for converting foreign currency into US dollars;

  • expenses for cable, telex and fax transmissions and for delivery of securities;

  • taxes and duties upon the transfer of securities when Shares are deposited or withdrawn from deposit;

  • Fees and expenses incurred in connection with the delivery or servicing of Shares on deposit.

We have agreed to pay certain other charges and expenses of the Depositary. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the Depositary. You will receive prior notice of such changes.

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Amendments and Termination

We may agree with the Depositary to modify the Deposit Agreements at any time without your consent. We undertake to give GDS holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the Deposit Agreements. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the (i) GDSs to be registered under the Securities Act, and (ii) GDSs to be settled in electronic book-entry form, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

You will be bound by the modifications to the Deposit Agreements if you continue to hold your GDSs after the modifications to the applicable Deposit Agreements become effective. The Deposit Agreements cannot be amended to prevent you from withdrawing the Individual Scripless Certificate of Payment or Shares represented by your GDSs (except as permitted by law).

We have the right to direct the Depositary to terminate the Deposit Agreements. Similarly, the Depositary may in certain circumstances on its own initiative terminate the Deposit Agreements. In either case, the Depositary must give notice to the holders at least 30 days before termination.

After termination, the Depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your GDSs) and may sell the securities held on deposit. After the sale, the Depositary will hold the proceeds from such sale and any other funds then held for the holders of GDS in a non-interest bearing account. At that point, the Depositary will have no further obligations to holders other than to account for the funds then held for the holders of GDSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of the Depositary

The Depositary will maintain GDS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the GDSs and the Deposit Agreements.

The Depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of GDSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

The Deposit Agreements limit our obligations and the Depositary’s obligations to you. Please note the following:

We and the Depositary are obligated only to take the actions specifically stated in the Deposit Agreements without negligence or bad faith.

The Depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the Deposit Agreements.

The Depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Shares, for the validity or worth of the

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Shares, for any tax consequences that result from the ownership of GDSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the Deposit Agreements or for the timeliness of any of our notices or for our failure to give notice.

  • We and the Depositary will not be obligated to perform any act that is inconsistent with the terms of the Deposit Agreements.

  • We and the Depositary disclaim any liability if we are prevented or forbidden from acting on account of any law or regulation, any provision of our Articles of Incorporation, any provision of any securities on deposit or by reason of any act of God or war or terrorism or other circumstances beyond our control.

  • We and the Depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreements or in our Articles of Incorporation or in any provisions of securities on deposit.

  • We and the Depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of GDSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

  • We and the Depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Shares but is not, under the terms of the Deposit Agreements, made available to you.

  • We and the Depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

  • We and the Depositary also disclaim any liability for consequential or punitive damages for any breach of the terms of the applicable Deposit Agreements.

Pre-Release Transactions

To the extent permitted by applicable laws and regulations, the Depositary may, in certain circumstances, issue GDSs before receiving a deposit of Shares or release Shares before receiving GDSs for cancellation. These transactions are commonly referred to as “pre-release transactions”. The Deposit Agreements limit the aggregate size of pre-release transactions and impose a number of conditions on such transactions, including the need to receive collateral, the type of collateral required and the representations required from brokers. The Depositary may retain the compensation received from the pre-release transactions.

Taxes

You will be responsible for the taxes and other governmental charges payable on the GDSs and the securities represented by the GDSs. We, the Depositary and the Custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The Depositary may refuse to issue GDSs, to deliver, transfer, split and combine GDR certificates or to release securities on deposit until all taxes and charges are paid by the applicable holder. The Depositary and the Custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the Depositary and to the Custodian

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proof of taxpayer status and residence and such other information as the Depositary and the Custodian may require to fulfill legal obligations. You are required to indemnify us, the Depositary and the Custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

Subject to ROC law, the Depositary will arrange for the conversion of all foreign currency received into US dollars if such conversion is practicable, and it will distribute the US dollars in accordance with the terms of the Deposit Agreements. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency is not practicable or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the Depositary may take the following actions in its discretion:

  • convert the foreign currency to the extent practicable and lawful and distribute the US dollars to the holders for whom the conversion and distribution is lawful and practicable;

  • distribute the foreign currency to holders for whom the distribution is lawful and practicable; or

  • hold the foreign currency (without liability for interest) for the applicable holders.

Legends

The Rule 144A GDRs issued to represent the Rule 144A GDSs offered for sale herein shall contain, and all owners of Rule 144A GDSs shall be bound by the terms of, the following legend:

NEITHER THIS RULE 144A GDR, NOR THE RULE 144A GDSs EVIDENCED HEREBY, NOR THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY HAVE BEEN OR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GDR, THE RULE 144A GDSs EVIDENCED HEREBY AND THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDERS AND THE BENEFICIAL OWNERS HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS RULE 144A GDR AND THE RULE 144A GDSs EVIDENCED HEREBY, ACKNOWLEDGE THAT SUCH RULE 144A GDR, THE RULE 144A GDSs EVIDENCED HEREBY AND THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREE FOR THE BENEFIT OF THE COMPANY AND THE DEPOSITARY THAT THIS RULE 144A GDR, THE RULE 144A GDSs EVIDENCED HEREBY AND THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES AND ONLY (1) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) TO A PERSON WHOM THE HOLDER AND THE BENEFICIAL OWNER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT

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(IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

THE BENEFICIAL OWNER OF RULE 144A DEPOSITED SECURITIES RECEIVED UPON CANCELLATION OF ANY RULE 144A GDS MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SECURITIES INTO ANY DEPOSITARY RECEIPT FACILITY ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK, OTHER THAN A RULE 144A RESTRICTED DEPOSITARY RECEIPT FACILITY, SO LONG AS SUCH SECURITIES ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF THE RULE 144A DEPOSITED SECURITIES OR THE RULE 144A GDSs.

EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THIS RULE 144A GDR OR A BENEFICIAL INTEREST IN THE RULE 144A GDSs EVIDENCED HEREBY, AS THE CASE MAY BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

The Regulation S GDRs issued to represent the Regulation S GDSs offered for sale herein shall contain, and all owners of Regulation S GDSs shall be bound by the terms of, the following legend:

NEITHER THIS REGULATION S GDR, NOR THE REGULATION S GDSs EVIDENCED HEREBY, NOR THE REGULATION S DEPOSITED SECURITIES REPRESENTED THEREBY HAVE BEEN OR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS REGULATION S GDR, THE REGULATION S GDSs EVIDENCED HEREBY AND THE REGULATION S DEPOSITED SECURITIES REPRESENTED THEREBY EACH IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDERS AND THE BENEFICIAL OWNERS HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS REGULATION S GDR AND THE REGULATION S GDSs EVIDENCED HEREBY, ACKNOWLEDGE THAT SUCH REGULATION S GDR, THE REGULATION S GDSs EVIDENCED HEREBY AND THE REGULATION S DEPOSITED SECURITIES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT.

Information Relating To the Depositary

Citibank, N.A. (“Citibank”) has been appointed as Depositary pursuant to the Deposit Agreements. Citibank is an indirect wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank is a commercial bank that, along with its subsidiaries and affiliates, offers a wide range of banking and trust services to its customers throughout the United States and the world.

Citibank was originally organized on June 16, 1812, and is now a national banking association organized under the National Bank Act of 1864 of the United States of America. Citibank is primarily regulated by the United States Office of the Comptroller of the Currency. Its principal executive office is at 399 Park Avenue, New York, NY 10043.

Citibank’s Consolidated Balance Sheets are set forth in Citigroup’s most recent Annual Report (audited balance sheet) and Quarterly Report (unaudited), each on file on Form 10K and Form 10Q, respectively, with the United States Securities and Exchange Commission.

Citibank’s Articles of Association and By-laws, each as currently in effect, together with Citigroup’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q are available for inspection at the Depositary Receipt office of Citibank, 388 Greenwich Street, New York, New York 10013.

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A copy of the Depositary’s Articles, as amended, together with copies of Citibank’s most recent quarterly financial statements and annual report are also available for inspection, free of charge, at the offices of the Luxembourg Intermediary, The Bank of New York Mellon (Luxembourg) S.A., located at Vertigo Building-Polaris, 2-4, rue Eugène Ruppert, L-2453 Luxembourg.

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TAXATION

Prospective investors should consult their own advisers concerning the tax consequences of an investment in the GDSs or Shares.

ROC Taxation

The following summary addresses the principal ROC tax consequences of the ownership and disposition of the Shares or GDSs by a non-resident individual or non-resident entity that holds such Shares or GDSs (each a “Non-ROC Holder”). A “non-resident individual” (a “Non-ROC Individual Holder”) is a foreign national individual who is not physically present in the ROC for 183 days or more during any calendar year in which he or she owns the Shares or GDSs and a ‘‘non-resident entity’’ (a “Non-ROC Entity Holder”) is a corporation or a non-corporate body that is organized under the laws of a jurisdiction other than the ROC and does not have a fixed place of business or business agent in the ROC.

Dividends

Dividends (whether in cash or Shares) declared by the Company out of its retained earnings and distributed to a Non-ROC Holder in respect of the Shares are subject to ROC withholding tax, currently at the rate of 20%, on the amount of the distribution (in the case of cash dividends) or on the par value of the Shares (in the case of stock dividends) unless a lower withholding rate is provided under an applicable tax treaty between the ROC and the jurisdiction where the Non-ROC Holder is a resident. A 10% retained earnings tax is imposed on an ROC company’s after-tax earnings generated after January 1, 1998 that are not distributed in the following year. The retained earnings tax so paid reduces the retained earnings available for future distribution. When the Company declares a dividend out of those retained earnings, a maximum amount of up to 10% of the declared dividend is credited against the 20% withholding tax imposed on a dividend to the Non-ROC Holders so that the actual withholding tax imposed on the non-ROC Holders may be less than 20%. Distributions of stock dividends declared by the Company out of its capital reserves are not subject to withholding tax, except under limited circumstances.

Capital Gains

Sales of the GDSs by Non-ROC Holders are regarded as transactions relating to property located outside the ROC and thus any resultant gains are currently not subject to ROC income tax.

Starting from January 1, 2013, Non-ROC Entity Holders remain exempt from income tax on capital gains from the sale or disposal of the Shares. However, Non-ROC Individual Holders are now subject to ROC income tax on capital gains from the sale or disposal of the Shares. Capital loss incurred therefrom can be deducted from capital gains in calculating the net capital gain and income tax liability, but cannot be carried forward to subsequent years. Capital gains are taxed at a flat rate of 15%. In addition, only 50% of the net capital gains are subject to income tax if the Non-ROC Individual Holder has held the underlying Shares for one year or longer. As a result, the tax agent of each Non-ROC Individual Holder should pay the income tax payable, if any, and file an income tax return in May 2014 for the capital gains that the Non-ROC Individual Holder generates in year 2013.

Securities Transaction Tax

Securities transaction tax will be withheld at the rate of 0.3% of the transaction price upon a sale of the Shares. Nevertheless, transfers of the GDSs by Non-ROC Holders are not subject to ROC securities transaction tax.

Pre-emptive Rights

Distributions of statutory subscription rights for the Shares in compliance with the ROC Company Law are not subject to ROC tax. Proceeds derived from sales of statutory subscription rights evidenced by securities are

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subject to securities transaction tax, currently at the rate of 0.3% of the gross amount received. Non-ROC Entity Holders remain exempt, after January 1, 2013, from income tax on capital gains from such sale. However, Non-ROC Individual Holders are now subject to ROC income tax on capital gains from such sale. Proceeds derived from sales of statutory subscription rights which are not evidenced by securities are subject to income tax at the rate of 20% of the gains realized. Subject to compliance with ROC laws, the Company has the sole discretion to determine whether statutory subscription rights shall be evidenced by the issuance of securities.

Estate Tax and Gift Tax

Subject to allowable exclusions, deductions and exemptions, ROC estate tax is payable on any property located within the ROC of a deceased Non-ROC Individual Holder, and ROC gift tax is payable on any property located within the ROC donated by a Non-ROC Individual Holder. Estate tax and gift tax are currently imposed at the rate of 10%. Under ROC estate and gift tax law, the Shares are deemed located within the ROC regardless of the location of the owner. Nevertheless, it is unclear whether a holder of the GDSs will be considered to own the Shares for this purpose.

Tax Treaties

At present, the ROC has income tax treaties with Australia, Gambia, Indonesia, Malaysia, Macedonia, the United Kingdom, the Netherlands, New Zealand, Singapore, South Africa, Swaziland, Vietnam, Senegal, Belgium, Sweden, Denmark, Israel, Paraguay, Hungary, France, India, Slovakia, Switzerland, Germany and Thailand which limit the rate of withholding tax on dividends or interest paid by ROC companies to residents of these countries. Holders of the Shares or GDSs should consult their own tax advisers concerning their eligibility for benefits under an income tax treaty with respect to the Shares or GDSs.

United States Federal Income Tax Considerations

To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this offering memorandum was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any prospective investor, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each prospective investor should seek advice based on its particular circumstances from an independent tax advisor.

The following discussion describes certain United States federal income tax consequences of the ownership of our Common Shares or GDSs as of the date hereof. The discussion is only applicable to United States Holders (as defined below) who hold our Common Shares or GDSs as capital assets, who do not have a fixed place of business or other permanent establishment in the ROC, who are not citizens of the ROC and who are not physically present in the ROC for 183 days or more within a calendar year. As used herein, the term “United States Holder” means a beneficial owner of a Common Share or GDS that is for United States federal income tax purposes:

  • an individual citizen or resident of the United States;

  • a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

  • an estate, the income of which is subject to United States federal income taxation regardless of its source; or

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  • a trust, if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

  • a dealer in securities or currencies;

  • a financial institution;

  • a regulated investment company;

  • a real estate investment trust;

  • an insurance company;

  • a tax-exempt organization;

  • a person holding our Common Shares or GDSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

  • a trader in securities that has elected the mark-to-market method of accounting for your securities;

  • a person liable for alternative minimum tax;

  • a person who owns or is deemed to own 10% or more of our voting stock;

  • a partnership or other pass-through entity for United States federal income tax purposes; or

  • a person whose “functional currency” is not the United States dollar.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this discussion is based, in part, upon representations made by the Depositary to us and assumes that the Deposit Agreements, and all other related agreements, will be performed in accordance with their terms.

If a partnership holds Common Shares or GDSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Common Shares or GDSs, you should consult your tax advisors.

This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our Common Shares or GDSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

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GDSs

If you hold GDSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying Common Shares that are represented by such GDSs. Accordingly, deposits or withdrawals of Common Shares for GDSs will not be subject to United States federal income tax.

Taxation of Dividends

Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on Common Shares or GDSs (including any net amounts withheld to reflect ROC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. In determining the net amounts withheld in respect of ROC taxes, any reduction in the amount withheld on account of an ROC credit in respect of the 10% retained earnings tax imposed on us is not considered a withholding tax and will not be treated as distributed to you or creditable by you against your United States federal income tax. Such income (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of Common Shares, or by the Depositary, in the case of GDSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

Under current law, dividends received by non-corporate United States investors on shares (or GDSs backed by such shares) of certain foreign corporations may be subject to United States federal income tax at lower rates than other types of ordinary income if certain conditions are met. We do not believe that dividends that we pay currently meet these conditions. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

The amount of any dividend paid in NT dollars will equal the United States dollar value of the NT dollars you receive, calculated by reference to the exchange rate in effect on the date you actually or constructively receive the dividend, which in the case of a GDS will be the date actually or constructively received by the Depositary, regardless of whether the NT dollars are actually converted into United States dollars. If the NT dollars received as a dividend are converted into United States dollars on the date of receipt, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the NT dollars received as a dividend are not converted into United States dollars on the date of receipt, you will have a basis in the NT dollars equal to their United States dollar value on the date of receipt. Any gain or loss you realize on a subsequent conversion or other disposition of the NT dollars will be ordinary income or loss from sources within the United States for foreign tax credit limitation purposes.

Subject to certain conditions and limitations, ROC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on Common Shares or GDSs will be treated as income from sources outside the United States and will generally constitute passive category income. Further, in certain circumstances, if you:

  • have held Common Shares or GDSs for less than a specified minimum period during which you are not protected from risk of loss, or

  • are obligated to make payments related to the dividends,

you will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on the Common Shares or GDSs. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be

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treated as a tax-free return of capital, causing a reduction in the adjusted basis of the Common Shares or GDSs, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

Distributions of Common Shares, GDSs or rights to subscribe for Common Shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

As discussed above under the caption “ROC Taxation—Dividends,” the ROC imposes a 20% withholding tax on the par value of any Common Shares distributed by us as a stock dividend to a United States Holder of Common Shares or GDSs. However, the amount of ROC taxes withheld on a distribution is determined based on the 20% withholding tax reduced by a credit for any retained earnings tax paid by us. Subject to certain significant conditions and limitations set forth in the Code, actual ROC taxes withheld on such stock dividends may be treated as foreign taxes eligible for credit against a United States Holder’s United States federal income tax liability. However, as discussed above, such stock dividends may not be subject to United States federal income tax (provided such stock dividends are pro rata). Consequently, a United States Holder may not be able to use the credit attributable to such ROC taxes unless it can be applied to other foreign source income in the appropriate limitation category.

Passive Foreign Investment Company

Based on the projected composition of our income and valuation of our assets, including goodwill, we do not expect to be a passive foreign investment company (a “PFIC”) for our taxable year ending December 31, 2014, and we do not expect to become one in the future, although there can be no assurance in this regard. Given that the determination of PFIC status with respect to both 2014 and future years depends on future facts and circumstances, including the nature of our income and the composition and value of our assets in each year, we cannot provide assurance with respect to our expectation regarding our PFIC status. In addition, this determination is based in part upon certain proposed United States Treasury regulations that are not yet in effect (the “Proposed Regulations”) and are subject to change in the future. The Proposed Regulations and other administrative pronouncements from the Internal Revenue Service provide special rules for determining the character of income and assets derived in the banking, insurance and securities businesses for purposes of the PFIC rules. Although we believe we have adopted a reasonable interpretation of the Proposed Regulations and administrative pronouncements, there can be no assurance that the Internal Revenue Service will follow the same interpretation.

In general, we will be a PFIC for any taxable year in which:

  • at least 75% of our gross income is passive income; or

  • at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our goodwill based on the market value of our equity, a decrease in the price of our Common Shares or GDSs may also result in our becoming a PFIC. In addition, the

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composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. If we are a PFIC for any taxable year during which you hold our Common Shares or GDSs, you will be subject to special tax rules discussed below. If we are a PFIC for any taxable year during which you hold our Common Shares or GDSs, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of Common Shares or GDSs. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the Common Shares or GDSs will be treated as excess distributions. Under these special tax rules:

  • the excess distribution or gain will be allocated ratably over your holding period for the Common Shares or GDSs;

  • the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and

  • the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

You will be required to file Internal Revenue Service Form 8621 if you hold our Common Shares or GDSs in any year in which we are classified as a PFIC.

If we are a PFIC for any taxable year during which you hold our Common Shares or GDSs and any of our non-United States subsidiaries is also a PFIC, you would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

In certain circumstances, in lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. The Common Shares are listed on the TWSE, and it is intended that the GDSs will be listed on the Luxembourg Stock Exchange, each of which must meet certain trading, listing, financial disclosure and other requirements to be treated as qualified exchanges under applicable Treasury regulations for purposes of the mark-to-market election, and no assurance can be given that the Common Shares or the GDSs will be “regularly traded” for purposes of the mark-to-market election.

If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your Common Shares or GDSs at the end of the year over your adjusted tax basis in the Common Shares or GDSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the Common Shares or GDSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-tomarket election. If you make an effective mark-to-market election, in each year that we are a PFIC any gain you recognize upon the sale or other disposition of your Common Shares or GDSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

Your adjusted tax basis in the Common Shares or GDSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-tomarket election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the Common Shares or GDSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

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Alternatively, you can sometimes avoid the rules described above by electing to treat a PFIC as a “qualified electing fund” under Section 1295 of the Code. This option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding Common Shares or GDSs if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

For United States federal income tax, you will recognize taxable gain or loss on any sale or exchange of Common Shares or GDSs in an amount equal to the difference between the amount realized for the Common Shares or GDSs and your tax basis in the Common Shares or GDSs. Subject to the discussion under “—Passive Foreign Investment Company” above, such gain or loss will generally be capital gain or loss. Capital gains of non-corporate United States Holders (including individuals) derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any ROC tax imposed on the sale or exchange of Common Shares or GDSs unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

You should note that any ROC securities transaction tax will not be treated as a creditable foreign tax for United States federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our Common Shares or GDSs and the proceeds from the sale, exchange or redemption of our Common Shares or GDSs that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

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TRANSFER RESTRICTIONS

The GDSs and the Shares represented by such GDSs have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The GDSs are not being offered or sold in the United States except through the U.S. selling agents of certain of the Initial Purchasers only to qualified institutional buyers, as defined in Rule 144A, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A.

The GDSs sold outside the United States and the ROC will be offered by the Initial Purchasers in offshore transactions in reliance on Regulation S under the Securities Act.

Except in certain limited circumstances, interests in the GDSs may only be held through owning beneficial interests in the master global depositary receipts, or master GDRs. Such interests in the master GDRs will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg.

Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the restrictions described below will not be recognized by us or the Depositary, as the case may be.

Transfer Restrictions on the Rule 144A GDSs

Each owner of an interest in Rule 144A GDSs, by its acceptance thereof, will be deemed to have acknowledged and represented to and agreed with us, the Depositary and the Initial Purchasers that (terms used herein that are defined in Rule 144A or Regulation S are used as defined therein):

  1. the Rule 144A GDSs and the Shares represented thereby have not been and are not expected to be registered under the Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions on transfer;

  2. such owner is purchasing the Rule 144A GDSs for:

  3. its own account or an account and it is a QIB, or

  4. an account with respect to which it exercises sole investment discretion or for transfer to an account as it may lawfully direct the Depositary and that such account is a QIB;

  5. such owner is aware that the transferor of such securities is relying on the exemption from registration under the Securities Act provided by Rule 144A for the transfer;

  6. such owner will not offer, sell, pledge or otherwise transfer any interest in the Rule 144A GDSs or Shares represented thereby except as permitted by the applicable legend set forth in paragraph (5) below;

  7. the Rule 144A GDRs will bear legends to the following effect, unless we and the Depositary determine otherwise in compliance with applicable law, and that such owner will observe the restrictions contained therein:

NEITHER THIS RULE 144A GDR, NOR THE RULE 144A GDSs EVIDENCED HEREBY, NOR THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY HAVE BEEN OR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY

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OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GDR, THE RULE 144A GDSs EVIDENCED HEREBY AND THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDERS AND THE BENEFICIAL OWNERS HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS RULE 144A GDR AND THE RULE 144A GDSs EVIDENCED HEREBY, ACKNOWLEDGE THAT SUCH RULE 144A GDR, THE RULE 144A GDSs EVIDENCED HEREBY AND THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREE FOR THE BENEFIT OF THE COMPANY AND THE DEPOSITARY THAT THIS RULE 144A GDR, THE RULE 144A GDSs EVIDENCED HEREBY AND THE RULE 144A DEPOSITED SECURITIES REPRESENTED THEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES AND ONLY (1) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) TO A PERSON WHOM THE HOLDER AND THE BENEFICIAL OWNER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

THE BENEFICIAL OWNER OF RULE 144A DEPOSITED SECURITIES RECEIVED UPON CANCELLATION OF ANY RULE 144A GDS MAY NOT DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SECURITIES INTO ANY DEPOSITARY RECEIPT FACILITY ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK, OTHER THAN A RULE 144A RESTRICTED DEPOSITARY RECEIPT FACILITY, SO LONG AS SUCH SECURITIES ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF THE RULE 144A DEPOSITED SECURITIES OR THE RULE 144A GDSs.

EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THIS RULE 144A GDR OR A BENEFICIAL INTEREST IN THE RULE 144A GDSs EVIDENCED HEREBY, AS THE CASE MAY BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

Transfer Restrictions on the Regulation S GDSs

Each owner of an interest in Regulation S GDSs, by its acceptance thereof, will be deemed to have acknowledged and represented to and agreed with us, the Depositary and the Initial Purchasers that (terms used herein that are defined in Rule 144A or Regulation S are used as defined therein):

  1. the Regulation S GDSs and the Shares represented thereby have not been and are not expected to be registered under the Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions on transfer;

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  1. such owner will not offer, sell, pledge or otherwise transfer any interest in the Regulation S GDSs or Shares represented thereby except as permitted by the applicable legend set forth in paragraph (3) below;

  2. the Regulation S GDRs will bear legends to the following effect, unless we and the Depositary determine otherwise in compliance with applicable law, and that such owner will observe the restrictions contained therein:

NEITHER THIS REGULATION S GDR, NOR THE REGULATION S GDSs EVIDENCED HEREBY, NOR THE REGULATION S DEPOSITED SECURITIES REPRESENTED THEREBY HAVE BEEN OR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS REGULATION S GDR, THE REGULATION S GDSs EVIDENCED HEREBY AND THE REGULATION S DEPOSITED SECURITIES REPRESENTED THEREBY EACH IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDERS AND THE BENEFICIAL OWNERS HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS REGULATION S GDR AND THE REGULATION S GDSs EVIDENCED HEREBY, ACKNOWLEDGE THAT SUCH REGULATION S GDR, THE REGULATION S GDSs EVIDENCED HEREBY AND THE REGULATION S DEPOSITED SECURITIES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT.

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PLAN OF DISTRIBUTION

We and the Initial Purchasers named below have entered into a purchase agreement dated January 23, 2014 with respect to the GDSs, or the Purchase Agreement Deutsche Bank AG, Hong Kong Branch and UBS AG, Hong Kong Branch are acting as the representatives of the Initial Purchasers. Subject to certain conditions set out in the Purchase Agreement, each of the Initial Purchasers has, severally but not jointly, agreed to purchase from us, and we have agreed to sell to each of the Initial Purchasers, the amount of GDSs indicated in the following table.

Initial Purchasers
Deutsche Bank AG, Hong Kong Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UBS AG, Hong Kong Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of GDSs Number of GDSs
9,125,000
9,125,000
18,250,000

The Purchase Agreement provides that the obligations of the initial purchasers to purchase the GDSs included in this offering are subject to certain conditions, including receipt of certain legal opinions. The initial purchasers are obligated to purchase all the GDSs if they purchase any of the GDSs. We have agreed to indemnify each of the Initial Purchasers against certain losses, claims, damages or liabilities under the Securities Act in accordance with the Purchase Agreement.

The Initial Purchasers propose to resell the GDSs at the offering price set forth on the cover page of this offering memorandum within the United States to qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A and outside the United States in reliance on Regulation S. The GDSs and the Shares have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold within the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. See “Transfer Restrictions.” The GDSs will not be offered or sold directly or indirectly in the ROC, or to, or for the account or benefit of, any ROC person.

The purchase price for the GDSs will be the initial offering price set forth on the cover page of this offering memorandum, or the offering price, less an underwriting commission equal to 1.0% of the gross proceeds of the GDS offering. We may, at our sole discretion, pay the all or any of the initial purchasers an incentive fee of up 0.3% of the gross proceeds of the GDS offering. The initial purchasers propose to offer the GDSs at the offering price. After the GDSs are released for sale, the offering price and other selling terms may from time to time be varied by the initial purchasers.

We have applied to have the GDSs listed on the Luxembourg Stock Exchange. However, we cannot assure you that the prices at which the GDSs will sell in the market after this offering will not be lower than the initial offering price or that an active trading market for the GDSs will develop and continue after this offering. The initial purchasers have advised us that they currently intend to make a market in the GDSs. However, they are not obligated to do so and they may discontinue any market-making activities with respect to the GDSs at any time without notice. Accordingly, we cannot assure you as to the liquidity of, or the trading market for, the GDSs. In connection with the offering, the initial purchasers may purchase and sell the GDSs in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, and stabilizing purchases.

  • Short sales involve secondary market sales by the initial purchasers of a greater number of securities than they are required to purchase in the offering.

  • Covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover short positions.

  • Stabilizing transactions involve bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum.

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Purchases to cover short positions and stabilizing purchases, as well as other purchases by the initial purchasers for their own accounts, may have the effect of preventing or retarding a decline in the market price of the GDSs. It may also cause the price of the GDSs to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The initial purchasers may conduct these transactions in the over-the-counter market or otherwise. If the initial purchasers commence any of these transactions, it may discontinue them at any time.

We expect to deliver the GDSs against payment for the GDSs on or about the date specified in the last paragraph of the cover page of this offering memorandum, which will be the third business day following the date of the pricing of the GDSs. Since trades in the secondary market generally settle in three business days, purchasers who wish to trade the GDSs on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the GDSs initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement.

We have agreed that until 90 days after the date hereof, we will not, without the Initial Purchasers’ prior written consent, offer, sell, contract to sell or otherwise dispose of any securities of us that are substantially similar to the GDSs or the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, or the Shares or any such substantially similar securities (other than (i) pursuant to employee stock option plans existing on the date hereof, (ii) upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date hereof, or (iii) the issuance of additional Shares in the form and manner and within the quota approved in our 2013 general shareholder meeting).

The Initial Purchasers have performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses. The Initial Purchasers may, from time to time, engage in transactions with and perform services for us in the ordinary course of its business for which it may receive customary fees and reimbursement of expenses. In addition, affiliates of the Initial Purchasers are lenders, and in some cases agents or managers for the lenders, under our credit facility.

Notice to prospective investors in the ROC and restriction on related party subscription under ROC law

The GDSs may not be offered or sold directly or indirectly in the ROC, or to, or for the account or benefit of, any ROC person.

Under applicable ROC laws and regulations, we and the Initial Purchasers are prohibited from offering and selling the GDSs to the “related parties” as defined in the IAS 24 or the Regulations Governing Preparation of Financial Reports by Securities Issuers, or any person specified in Section 36 of the ROC Securities Association Rules Governing Underwriting and Resale of Securities by Securities Firms. Unless it can be established that no control or significant influence exists, a party falling within any of the following shall be deemed to have a substantive related party relationship:

  1. An affiliated enterprise within the meaning given in Chapter VI-I of the ROC Company Law, and any of its directors, supervisors, and managerial officers.

  2. A company or institution governed by the same general management office as the issuer, and any of its directors, supervisors, and managerial officers.

  3. A person holding the position of manager or higher in the general management office.

  4. A company or institution shown as an affiliated enterprise in the issuer’s publications or public announcements.

159

Under Chapter VI-1 the ROC Company Law, the term “affiliated enterprises” as used in this Law shall refer to enterprises which are independent in existence but are interrelated in either of the following relations:

  • Companies having controlling and subordinate relation between them.

  • Companies having made investment in each other.

In considering whether a counterparty is a related party, attention shall be directed to the substance of the relationship in addition to the legal form.

Notice to prospective investors in the United States

The GDSs have not been and will not be registered under the Securities Act for offer or sale as part of their distribution and may not be offered or sold in the United States except pursuant to an effective registration statement or in accordance with an applicable exemption from the registration requirements of the Securities Act. Accordingly, the GDSs are being offered and sold by the Initial Purchasers only (1) in the United States to QIBs pursuant to Rule 144A and (2) outside the United States in reliance upon Regulation S under the Securities Act.

The Initial Purchasers have agreed that they will not offer, sell or deliver any GDS as part of its distribution at any time within the United States except to persons whom it reasonably believes to be qualified institutional buyers pursuant to Rule 144A, and that it will have sent to each dealer to which it sells the GDSs a confirmation or other notice setting forth the restriction on offers and sales of GDSs within the United States.

Notice to prospective investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this offering memorandum may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the securities that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time:

  • (a) to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

  • (b) to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000, and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

  • (c) to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the representatives for any such offer; or

  • (d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of securities described in this offering memorandum located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

160

For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

The sellers of the securities have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the Initial Purchasers with a view to the final placement of the securities as contemplated in this offering memorandum. Accordingly, no purchaser of the securities, other than the Initial Purchasers is authorized to make any further offer of the securities on behalf of the sellers or the Initial Purchasers.

Notice to prospective investors in the United Kingdom

This offering memorandum is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This offering memorandum and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to prospective investors in Singapore

Each of the Initial Purchasers has acknowledged that this Offering Memorandum has not been, and will not be, registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each of the Initial Purchasers has represented, warranted and agreed that it has not offered or sold any GDSs or caused the GDSs to be made the subject of an invitation for subscription or purchase and will not offer or sell any GDSs or cause the GDSs to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this offering memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the GDSs, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

This Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Offering Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of notes may not be circulated or distributed, nor may notes be offered or sold, or be made the subject of an invitation for subscription or purchase whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the GDSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

  • (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

161

  • (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the GDSs pursuant to an offer made under Section 275 of the SFA except:

  • (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

  • (ii) where no consideration is or will be given for the transfer;

  • (iii) where the transfer is by operation of law;

  • (iv) as specified in Section 276(7) of the SFA; or

  • (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to prospective investors in Hong Kong

The securities may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong), and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to prospective investors in Japan

The securities offered in this offering memorandum have not been registered under the Securities and Exchange Law of Japan. The securities have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law, and (ii) in compliance with any other applicable requirements of Japanese law.

162

SUMMARY OF CERTAIN DIFFERENCES BETWEEN ROC GAAP AND IFRSs

The consolidated financial statements of Far Eastern International Bank are prepared and presented in accordance with ROC GAAP and Taiwan-IFRSs, as the case may be. ROC GAAP and IFRSs differ in certain significant respects. A brief description of certain significant differences between ROC GAAP and IFRSs is set forth below. The regulatory organizations that promulgate ROC GAAP and IFRSs have projects ongoing that could affect future comparisons such as the comparison below. The summary does not and is not intended to provide a comprehensive listing of all existing or future differences between ROC GAAP and IFRSs, including those specifically related to Far Eastern International Bank or to the industries in which we operate. No attempt has been made to identify (a) future differences between ROC GAAP and IFRSs as a result of prescribed changes in accounting standards, or (b) disclosure, presentation or classification differences that would affect the manner in which transactions and events are reflected in the financial statements of Far Eastern International Bank or the notes thereto. Further, had we undertaken to identify the differences specifically affecting the financial statements presented in this offering memorandum, other potentially significant differences which are not in the following summary may have come to our attention. Accordingly, there can be no assurance that this summary provides a complete description of all differences which may have a significant impact on our financial statements. IFRSs is generally more restrictive and comprehensive than ROC GAAP regarding the recognition and measurement of transactions, account, classifications and disclosure requirements. Management has not quantified the effects of the differences between ROC GAAP and IFRSs on any of the financial results of Far Eastern International Bank.

Subject
Deferred tax valuation allowance
Time deposits with a maturity of
more than three months
Regular way transactions
ROC GAAP
Under ROC GAAP, deferred tax
assets are reduced by a valuation
allowance if some portion or all of
the deferred tax assets will not be
realized probably.
Under ROC GAAP, cash and cash
equivalents include cash on hand,
demand deposits, checking
deposits, time deposits and
certificates of deposit which can
be redeemed or sold immediately
without any loss of principal.
Under ROC GAAP, trade date
accounting or settlement date
accounting is applied consistently
to all purchases and sales of
financial assets that belong to
either (1) the same category of
financial assets, or
(2) the same financial instruments.
IFRSs
Under IFRSs, deferred tax assets
shall be recognized only when it
is probable that related taxable
profits will be available. A
valuation allowance is not used.
Under IFRSs, cash equivalents
are investments that are readily
convertible to known amount of
cash and that are subject to an
insignificant risk of changes in
value. Only short-term
investments that have a maturity
of three months or less from the
date of acquisition normally
meet the definition of cash
equivalents under IFRSs.
Under IFRSs, trade date
accounting or settlement date
accounting should be applied
consistently to all purchases and
sales of financial assets that
belong to the same category of
financial assets.

163

Subject
Acquired receivables
Capital surplus arising from equity-
method investments
ROC GAAP
Under ROC GAAP, receivables
acquired are accounted for by the
cost recovery method. Income
shall not be recognized to the
extent that the amounts received
exceed the carrying amount of the
acquired receivables.
Under ROC GAAP, when an
investor subscribes for its
investee’s newly issued shares at a
percentage different from its
percentage of ownership in the
investee, the investor records the
change in its equity in the
investee’s net assets as an
adjustment to investments, with a
corresponding amount credited or
charged to capital surplus.
IFRSs
Under IFRSs, acquired
receivables are measured at
amortized cost. Interest income
is recognized using the effective
interest rate method over the
relevant period.
If an investor’s ownership
interest in an associate is
reduced, but the investment
continues to be an associate,
such transaction is treated as
deemed acquisition or deemed
disposal.

Under IFRS, if an investor’s ownership interest in an associate is reduced, but the investment continues to be an associate, the investor should reclassify to profit or loss only a proportionate amount of the gain or loss previously recognized in other comprehensive income. Therefore, a reduction in investor’s ownership interest resulting from not purchasing new shares issued by the associate proportionately would be treated as a deemed disposal, with the related gain or loss recognized in profit or loss.

Customer loyalty programs Under ROC GAAP, the liabilities arising from credit card reward points are recognized when the reward points are granted.

Employee benefit—short-term ROC GAAP does not address the cumulative compensated absences treatment of compensated absences. Companies usually recognize the cost when absences actually occur.

Under IFRSs, some of the consideration received is allocated to award credits. The consideration allocated to the award credits should be measured by reference to their fair value and recognized as income when the obligations to supply the award is fulfilled.

Under IFRSs, an entity should recognize the expected cost of compensated absences as the employees render services that increase their entitlement to future compensated absences.

164

Subject
Employee benefit—actuarial gain
and loss of defined benefit plan
Employee benefit—employees’
saving accounts with preferential
interest rate on employees’ deposits
Interest income and cost derived
from financial instruments at fair
value through profit and loss
(FVTPL)
Fair value measurement
Presentation of items of other
comprehensive income
Disclosure of interests in other
entities
ROC GAAP
Under ROC GAAP, actuarial
gains and losses arising from
defined benefit plan are amortized
in profits or losses using corridor
approach.
Under ROC GAAP, interest cost
on saving accounts of financial
institutions’ employees with
preferential interest rate are
recognized on an accruals basis.
Under ROC GAAP, interest
income and cost derived from
financial instruments at FVTPL
could be classified as interest
income and expense.
There are no such requirements.
There are no such requirements.
There are no such requirements.
IFRSs
Under IFRSs effective
January 1, 2013, actuarial gains
and losses should be recognized
in other comprehensive income.
Changes in defined benefit
obligations and plan assets are
recognized when they occur,
and the corridor approach is
eliminated.
Under IFRSs, the preferential
interest rate costs in excess of
the market interest rate costs are
recognized as employee benefits
expense.
Under IFRSs, items in the
statement of other
comprehensive income are
classified on the basis of nature;
thus, interest income and cost
derived from financial
instruments at FVTPL should be
reclassified as gain or loss on
financial instruments at FVTPL.
IFRSs established a single
source of guidance for fair value
measurements. It defines fair
value, establishes a framework
for measuring fair value, and
requires disclosures about fair
value measurements.
Under IFRSs, an entity should
group items presented in other
comprehensive income based on
whether they are potentially
reclassifiable to profit or loss
subsequently. i.e. those that
might be reclassified and those
that will not be reclassified.
Under IFRSs, an entity is
required to disclose information
that enables users of financial
statements to evaluate the nature
of, and risks associated with, its
interests in other entities; and
the effects of those interests on
its financial position, financial
performance and cash flows.

165

Subject
Special reserve
Methodology for calculation of the
allowance for loan losses
ROC GAAP
Under ROC GAAP, an entity
should appropriate to a special
reserve an amount that was the
same as these of unrealized
revaluation increment and
cumulative translation differences
(gains) transferred to retained
earnings as a result of an entity’s
use of exemptions under IFRS 1.
However, at the date of transitions
to IFRSs, if the increase in
retained earnings that resulted
from all IFRSs adjustments is not
sufficient for this appropriation,
only the increase in retained
earnings that resulted from all
IFRSs adjustments will be
appropriated to special reserve.
The special reserve appropriated
may be reversed to retained
earnings in proportion to the
usage, disposal or reclassification
of the related assets and thereafter
distributed.
Under ROC GAAP, when
calculating allowance for loan
losses, the amount should be the
higher one of the following: a)
Pursuant to “Regulations
Governing the Procedures for
Banking Institutions to Evaluate
Assets and Deal with Non-
performing/ Nonaccrual Loans”
(the “Regulations”) issued by the
authority, an entity assesses the
recoverability of credit assets on
the basis of a customer’s financial
position, delinquency in interest or
principal payments, and an
entity’s internal valuation of
collaterals.
Under the regulations, the entity
categorizes the credit assets into
Normal, Special Mention,
Substandard, Doubtful, and Loss,
and then make minimum
provisions for 0.5% of the normal
credits (other than those loans to
ROC government), 2% of special
mention, 10% of substandard,
50% of doubtful, and 100% of
loss.
IFRSs
Under IFRSs, there is no such
requirement.
Under IFRSs, loans are assessed
for impairment on a collective
basis even if they were assessed
not to be impaired individually.
Objective evidence of
impairment for a portfolio of
loans could include an entity’s
past experience of collecting
payments, an increase in the
number of delayed payments in
the portfolio past experience, as
well as observable changes in
national or local economic
conditions that correlate with
default on discounts and loans
and receivables.
The amount of the impairment
loss of loans recognized is the
difference between the asset’s
carrying amount and the present
value of estimated future cash
flows, discounted at the original
effective interest rate.

166

Subject ROC GAAP
b) Loans are assessed for
impairment at the end of each
reporting period and considered to
be impaired when there is
objective evidence that, as a result
of one or more events that
occurred after the initial
recognition, the estimated future
cash flows of these assets have
been affected.
Loans that are assessed not to be
individually impaired are further
assessed for impairment on a
collective basis. Objective
evidence of impairment for a
portfolio of loans could include
the Bank’s past experience of
collecting payments and an
increase in the number of delayed
payments, as well as observable
changes in national or local
economic conditions that correlate
with defaults on loans.
The amount of the impairment
loss recognized is the difference
between the asset carrying amount
and the present value of estimated
future cash flows, after taking into
account the related collateral and
guarantees, discounted at the
original effective interest rates of
the loans.
In addition, in accordance with
Rule No. 10010006830 issued by
FSC, the coverage ratio of loans
should be more than 1%.
IFRSs

167

LEGAL MATTERS

Certain legal matters in connection with this offering as to ROC law will be passed upon for us by Lee and Li, Attorneys-at-Law. Certain legal matters in connection with this offering as to New York state and United States federal law will be passed upon for the Initial Purchasers by Simpson Thacher & Bartlett.

168

INDEPENDENT AUDITORS

Our consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 included in this Offering Memorandum have been audited by Deloitte & Touche, independent auditors, as indicated in their report with respect thereto included herein. Such report expresses an unqualified opinion on the financial statements and includes explanatory paragraph relating to convenience translation of New Taiwan dollar amounts into U.S. dollar amounts. Deloitte & Touche are located at 12th Floor, Hung Tai Financial Plaza, No. 156, Section 3, Min Sheng East Road, Taipei, Taiwan. They are a member of the Taiwan CPA Association.

With respect to our unaudited consolidated interim financial statements as of and for the nine-months period ended September 30, 2012 and 2013 including in this Offering Memorandum, Deloitte & Touche, independent accountants, have reported that they have applied limited procedures in accordance with professional standards for a review of such financial statements in accordance with ROC Statement of Auditing Standards No. 36, “Review of Financial Statements.” Such review report is unqualified with an explanatory paragraph referring to the convenience translation of New Taiwan dollar amounts into U.S. dollar amounts. However, the separate review report included in this Offering Memorandum states that they did not audit and do not express an opinion on such interim financial statements. Accordingly, the degree of reliance on their report on such financial statements should be restricted in light of the limited nature of the review procedures applied.

ROC GAAP differ from generally accepted accounting principles in the United States, and from the IFRSs. For more information, please see “Summary of Significant Differences Between ROC GAAP and IFRSs.”

169

GENERAL INFORMATION

We are incorporated in the ROC on January 11, 1992. Our registered office is located at 27F., No. 207, Sec. 2, Tun Hwa South Road, Da-an District, Taipei City 106, Taiwan. According to paragraph II of our Articles of Incorporation, the scope of our business is banking and other related financial services. Our registration number is 86517096. As at September 30, 2013, our authorized share capital was NT$45,000,000,000, divided into 4,500,000,000 Shares with a par value of NT$10 per Share, and our paid-in share capital was NT$23,621,182,640, divided into 2,362,118,264 Shares. In February 2013, we issued unsecured zero coupon convertible bonds with an aggregate principal amount of US$150 million denominated in US dollars with maturity in 2018. The convertible bonds were issued at 100% of their principal amount and will mature on February 7, 2018. Holders of the convertible bonds have the right under the terms of these bonds to convert the bonds into shares from March 20, 2013 to January 28, 2018. The bondholders are entitled to a put option exercisable on August 7, 2015, or in the event of change of control or delisting, while we have a call option for taxation reason or the outstanding principal amount is less than 10% of the principal amount we issued. As of September 30, 2013, we had outstanding convertible bonds in the amount of NT$4,040.9 million (US$136.7 million). We are not the subsidiary of any entity.

The Regulation S GDSs and Rule 144A GDSs have been accepted for clearance and settlement by DTC, Euroclear and Clearstream. Relevant trading information is set forth below.

The GDSs:
Regulation S GDSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rule 144A GDSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ISIN
US30733T2069
US30733T1079
Common
Code
102501373
102500539
CUSIP
30733T206
30733T107

Application has been made to admit the GDSs on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market of the Luxembourg Stock Exchange. As long as the GDSs are listed on the Luxembourg Stock Exchange, The Bank of New York Mellon (Luxembourg) S.A. will serve as intermediary between the Luxembourg Stock Exchange and persons connected with the issuance and listing of the GDSs.

We will apply to the TWSE for the listing of the Shares underlying the GDSs as soon as practicable after the Closing Date. It is expected that the TWSE will approve the listing of the Shares on the fourth business day in the ROC following the Closing Date, although there is no assurance that such listing approval will be obtained by such date (if at all).

We have obtained all necessary consents, approvals and authorizations in connection with the issue of the Shares and the GDSs. The issue of the Shares and GDSs was authorized by the shareholders at a meeting held on October 16, 2013 and by the resolutions of our board of directors passed on August 26, 2013. Our shareholders waived their pre-emptive rights in respect of the Shares to be represented by the GDSs pursuant to a resolution passed at the same shareholders’ meeting held on October 16, 2013.

Except as disclosed, there has been no significant change in our financial or trading position since September 30, 2013 or any material adverse change in our financial position or prospects since September 30, 2013.

Except as disclosed at “Our Business—Legal Proceedings”, neither we nor any of its subsidiaries is involved in any litigation or arbitration proceedings which may have, or have had during the period recently preceding the date of this offering memorandum, a material adverse effect on our financial position, nor, so far as any of them is aware, are any such proceedings pending or threatened except as may be otherwise disclosed or referred to herein.

In 2013, no public takeovers relating to us have taken place.

170

No company in which we have a direct or indirect holding of more than 50% of capital or issued shares holds any Shares.

Copies (and certified English translations where the documents are not in English) of the following documents may be inspected, free of charge, at the specified offices of the Depositary and the Luxembourg Intermediary, The Bank of New York Mellon (Luxembourg) S.A. in Luxembourg, so long as the GDSs remain outstanding:

  • our Articles of Incorporation;

  • the Deposit Agreements relating to the GDSs;

  • the Purchase Agreement relating to the GDSs;

  • this offering memorandum; and

  • a copy of the audit reports of the independent accountants and our audited financial statements as of and for the year ended December 31, 2010, 2011 and 2012 and our consolidated financial statements as of and for the nine months ended September 30, 2012 and 2013.

In addition, copies of this offering memorandum, the most recent annual audited consolidated financial statements of the Company and any semi-annual financial statements and first-quarter and second-quarter summary financial information published by the Company will be available for collection free of charge at the specified office of the Depositary and the Luxembourg Intermediary, The Bank of New York Mellon (Luxembourg) S.A. in Luxembourg, so long as the GDSs are listed on the Luxembourg Stock Exchange. The Company publishes both its annual and interim financial statements. For as long as the GDSs are traded on the Euro MTF Market, we will publish all notices to holders of GDSs on the website of the Luxembourg Stock Exchange, which is www.bourse.lu .

171

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements for the Years Ended December 31, 2010, 2011 and 2012 and
Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED STATEMENTS OF INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . .
CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements for the Nine Months Ended September 30, 2012 and 2013 and
Independent Auditors’ Review Report
INDEPENDENT ACCOUNTANTS’ REVIEW REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
F-2
F-3
F-5
F-7
F-9
F-13
F-105
F-106
F-108
F-110
F-112
F-115

F-1

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and the Shareholders Far Eastern International Bank Ltd.

We have audited the accompanying consolidated balance sheets of Far Eastern International Bank Ltd. (the “Bank”) and its subsidiaries as of December 31, 2010, 2011 and 2012 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended, all expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements of Financial Institutions by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Bank and its subsidiaries as of December 31, 2010, 2011 and 2012, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Public Banks and accounting principles generally accepted in the Republic of China.

Our audits also comprehended the translation of New Taiwan dollar amounts into U.S. dollar amounts, and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such U.S. dollar amounts are presented solely for the convenience of readers.

Deloitte & Touche Taipei, Taiwan Republic of China

March 20, 2013, except for translations into U.S. dollars at the exchange rate as of September 30, 2013, as stated in Note 2

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China.

The auditors’ report and the accompanying consolidated financial statements were originally presented in more than one set of Chinese financial reports. 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.

F-2

FAR EASTERN INTERNATIONAL BANK, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2010, 2011 AND 2012 (In Thousands, Except Par Value)

Notes
ASSETS
CASH AND CASH EQUIVALENTS . . . . .
4
DUE FROM THE CENTRAL BANK AND
OTHER BANKS . . . . . . . . . . . . . . . . . . .
5, 30, 31
FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR LOSS . . . . . . . .
2, 6, 30, 34
SECURITIES PURCHASED UNDER
RESALE AGREEMENTS . . . . . . . . . . . .
2, 7, 30
RECEIVABLES, NET . . . . . . . . . . . . . . . . .
2, 3, 8, 9
DISCOUNTS AND LOANS, NET . . . . . . .
2, 3, 9, 30, 34
AVAILABLE-FOR-SALE FINANCIAL
ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 2, 10, 27, 30, 31, 34
HELD-TO-MATURITY FINANCIAL
ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .
2, 11, 34
INVESTMENTS ACCOUNTED FOR BY
THE EQUITY METHOD . . . . . . . . . . . . .
2, 12, 27
DEBT INVESTMENTS WITH NO
ACTIVE MARKET . . . . . . . . . . . . . . . . .
2, 13, 34
OTHER FINANCIAL ASSETS . . . . . . . . . .
2, 9, 14, 32, 34
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . .
2, 15
Cost
Land . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . .
Computer equipment . . . . . . . . . .
Transportation equipment . . . . . . .
Miscellaneous equipment . . . . . . .
Total cost . . . . . . . . . . . . . . .
Less: Accumulated depreciation . . . . . .
Prepayments for properties . . . . . . . . . .
Net properties . . . . . . . . . . . .
INTANGIBLE ASSETS . . . . . . . . . . . . . . . .
2, 16
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . .
2, 17, 26
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 2011 2012 2012
NT$
$ 4,274,832
NT$
$ 6,005,214
NT$
$ 5,599,451
82,818,608
16,110,835
23,741,992
20,726,506
280,219,426
11,865,864
2,224,301
2,372,398
10,713,828
3,236,853
1,581,625
1,236,633
1,371,103
6,234
1,389,864
5,585,459
2,727,842
2,857,617
22,076
2,879,693
1,868,048
1,120,509
$465,498,312
US$ (Note 2)
$ 189,427
2,801,712
545,022
803,180
701,167
9,479,683
401,416
75,247
80,257
362,443
109,501
53,505
41,835
46,384
211
47,018
188,953
92,281
96,672
747
97,419
63,195
37,906
$15,747,575
102,938,352 86,739,190
16,724,890 13,806,866
850,505
18,880,350 20,855,894
236,351,285 269,460,381
16,855,460 15,674,659
2,789,768 3,927,905
2,623,908 2,474,458
7,125,474 9,293,780
3,274,132 2,884,083
1,581,625
1,226,082
1,165,157
10,228
1,254,999
1,581,625
1,232,272
1,288,640
7,975
1,347,700
5,238,091
2,381,870
5,458,212
2,565,983
2,856,221
20,025
2,892,229
51,444
2,876,246 2,943,673
1,942,335 1,905,193
1,699,318 1,633,309
$418,356,350 $438,455,110

(Continued)

F-3

Notes
LIABILITIES AND SHAREHOLDERS’
EQUITY
LIABILITIES
Due to the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . .
18
Short-term loans . . . . . . . . . . . . . . . . . .
19
Financial liabilities at fair value
through profit or loss . . . . . . . . . . . .
2, 6, 30, 34
Payables . . . . . . . . . . . . . . . . . . . . . . . .
20, 26
Deposits and remittances . . . . . . . . . . .
21, 30, 34
Bank debentures . . . . . . . . . . . . . . . . . .
2, 22, 34
Other financial liabilities . . . . . . . . . . .
23, 30, 34
Other liabilities . . . . . . . . . . . . . . . . . . .
2, 9, 24, 25, 30
Total liabilities . . . . . . . . . . . . . . .
SHAREHOLDERS’ EQUITY . . . . . . . . . . .
2, 10, 12, 27
Capital stock, NT$10.00 par value,
Authorized—4,500,000 thousand
shares in 2010, 2011 and
2012 . . . . . . . . . . . . . . . . . . . . .
Issued and outstanding—
2,007,149 thousand shares in
2010; 2,118,560 thousand
shares in 2011 and 2,242,260
thousand shares in 2012 . . . . . .
Capital surplus
Additional paid-in capital in
excess of par . . . . . . . . . . . . . . .
Arising from equity-method
investment . . . . . . . . . . . . . . . . .
Total capital surplus . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . .
Legal reserve . . . . . . . . . . . . . . . . .
Special reserve . . . . . . . . . . . . . . .
Unappropriated earnings . . . . . . . .
Total retained earnings . . . . .
Equity adjustments . . . . . . . . . . . . . . . .
Cumulative translation
adjustments . . . . . . . . . . . . . . . .
Unrealized valuation gain (loss)
on available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . .
Total equity adjustments . . . .
Total shareholders’ equity . .
CONTINGENT LIABILITIES AND
COMMITMENTS . . . . . . . . . . . . . . . . . .
2, 30, 32, 34
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 2011 2012 2012
NT$
$ 18,093,079
1,049,804
6,445,235
4,487,792
347,860,583
16,789,596
146,449
676,701
NT$
$ 11,785,731
1,369,929
4,081,035
4,691,225
369,998,562
20,230,280
854,450
789,520
NT$
$ 11,674,958
969,980
3,745,032
5,708,177
391,933,266
23,072,123
950,909
842,522
438,896,967
22,422,596
22,348
9,302
31,650
1,742,672
4,554
2,564,542
4,311,768
9,131
(173,800)
(164,669)
26,601,345
$465,498,312
US$ (Note 2)
$ 394,958
32,814
126,693
193,105
13,258,906
780,518
32,169
28,502
14,847,665
758,545
756
315
1,071
58,954
154
86,757
145,865
309
(5,880)
(5,571)
899,910
$15,747,575
395,549,239 413,800,732
20,071,489 21,185,604

9,302
19,706
9,302
9,302 29,008
372,276

2,194,754
1,030,702
4,554
2,374,090
2,567,030 3,409,346
11,264
148,026
12,762
17,658
159,290 30,420
22,807,111 24,654,378
$418,356,350 $438,455,110

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 20, 2013, except for translations into U.S. dollars at the exchange rate as of September 30, 2013, as stated in Note 2)

(Concluded)

F-4

FAR EASTERN INTERNATIONAL BANK, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012 (In Thousands, Except Earnings Per Share)

Notes
INTEREST INCOME . . . . . . . . . . . . . . . . . . . . .
2, 30, 34
INTEREST COST . . . . . . . . . . . . . . . . . . . . . . . .
30, 34
NET INTEREST INCOME . . . . . . . . . . . . . . . . .
NONINTEREST INCOME AND GAINS, NET
Service fee income . . . . . . . . . . . . . . . . . . .
2, 30
Service charges . . . . . . . . . . . . . . . . . . . . . .
Net service fee income . . . . . . . . . . . . . . . .
Net gain on financial assets and liabilities
at fair value through profit or loss . . . . . . 2, 6, 30, 34
Net gain on available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2, 27
Investment income (loss) recognized under
the equity method . . . . . . . . . . . . . . . . . .
2, 12
Net foreign exchange gain (loss) . . . . . . . . .
2
Net gain on reversal of provision
(provision) for asset impairment loss . . .
2, 13, 14
Gain on nonperforming receivables
acquired . . . . . . . . . . . . . . . . . . . . . . . . . .
2, 8
Commission income . . . . . . . . . . . . . . . . . .
2
Recovery of written-off credits . . . . . . . . . .
2
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13, 30
Total noninterest income and gains,
net . . . . . . . . . . . . . . . . . . . . . . . . . .
NET PROFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROVISION FOR POSSIBLE LOSSES . . . . . .
2, 9
OPERATING EXPENSES . . . . . . . . . . . . . . . . .
2, 25, 27,
28, 30
Personnel expense . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . .
INCOME BEFORE INCOME TAX . . . . . . . . . .
INCOME TAX EXPENSE . . . . . . . . . . . . . . . . . 2, 26
CONSOLIDATED NET INCOME . . . . . . . . . . .
ATTRIBUTABLE TO:
Shareholders of the parent company . . . . . .
Minority interest . . . . . . . . . . . . . . . . . . . . .
2010 2011 2012
NT$
$7,062,599
3,078,795
NT$
$8,079,256
4,199,879
3,983,804 3,879,377
2,458,659
533,785
2,360,438
488,526
4,714,057 4,784,899
8,697,861 8,664,276
675,026 834,135
2,831,006
243,891
1,898,787
2,985,371
257,102
2,064,053
4,973,684 5,306,526
3,049,151
852,773
2,523,615
150,384
$2,196,378 $2,373,231
$2,196,378
$2,373,231
$2,196,378 $2,373,231

(Continued)

F-5

2010 2010 2011 2011 2012
Before After Before After Before After
Income Income Income Income Income Income
Tax Tax Tax Tax Tax Tax
Notes NT$ NT$ NT$ NT$ NT$ US$ NT$ US$
(Note 2) (Note 2)
EARNINGS PER
SHARE . . . . . . . . . 29
Basic . . . . . . . . . $1.35 $0.99 $1.11 $1.07 $1.28 $0.04 $1.15 $0.04
Diluted . . . . . . . . $1.35 $0.99 $1.10 $1.06 $1.27 $0.04 $1.14 $0.04

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 20, 2013, except for translations into U.S. dollars at the exchange rate as of September 30, 2013 as stated in Note 2)

(Concluded)

F-6

FAR EASTERN INTERNATIONAL BANK, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012 (In Thousands, Except Par Value and Per Share Amounts)

BALANCE, JANUARY 1, 2010 . . . . . .
Appropriations of the 2009 earnings
Legal reserve . . . . . . . . . . . . . . . . .
Cash dividends—NT$0.100 per
share . . . . . . . . . . . . . . . . . . . . . .
Stock dividends—NT$0.349 per
share . . . . . . . . . . . . . . . . . . . . . .
Employees’ bonus—stock . . . . . . . . . . .
Translation adjustments—offshore
banking unit and overseas branch . . .
Change in unrealized valuation gain on
available-for-sale financial assets . . .
Change in equity-method investees . . . .
Consolidated net income in 2010 . . . . . .
BALANCE, DECEMBER 31, 2010 . . .
Appropriations of the 2010 earnings
Legal reserve . . . . . . . . . . . . . . . . .
Cash dividends—NT$0.250 per
share . . . . . . . . . . . . . . . . . . . . . .
Stock dividends—NT$0.515 per
share . . . . . . . . . . . . . . . . . . . . . .
Employees’ bonus—stock . . . . . . . . . . .
Translation adjustments—offshore
banking unit and overseas branch . . .
Change in unrealized valuation loss on
available-for-sale financial assets . . .
Change in equity-method investees . . . .
Consolidated net income in 2011 . . . . . .
F-7
Capital Stock (NT$10.00 Par Value) (Note 27) Capital Stock (NT$10.00 Par Value) (Note 27) Capital Stock (NT$10.00 Par Value) (Note 27) Capital Surplus
(Notes 2 and 27)
Capital Surplus
(Notes 2 and 27)
Capital Surplus
(Notes 2 and 27)
Retaine d Earnings (Note 27) d Earnings (Note 27) d Earnings (Note 27) Equity Adjustments Equity Adjustments Equity Adjustments Equity Adjustments Total
Shareholders’
Equity
Cumulative
Translation
Adjustments
(Notes 2 and 12)
Unrealized
Valuation
Gain (Loss) on
Available-for-sale
Financial Assets
(Notes 2, 10, 12
and 27)
Additional
Paid-in
Capital in
Excess of
Par
Arising from
Equity-method
Investment
Authorized Issued and Outstanding Legal
Reserve
Special
Reserve
Unappropriated
Earnings
Shares Shares Amount
4,500,000,000







1,933,797,463


67,489,532
5,861,971



$19,337,974


674,895
58,620



$ —












19,706



$9,302








9,302







$ —
372,276






$ —







$1,240,920
(372,276)
(193,380)
(674,895)
(1,993)



2,196,378
2,194,754
(658,426)
(501,787)
(1,033,682)




2,373,231
$14,122




(2,858)



11,264




1,498


$ 160,586





6,133
(18,693)

148,026





(116,630)
(13,738)
$20,762,904

(193,380)

56,627
(2,858)
6,133
(18,693)
2,196,378
4,500,000,000







2,007,148,966


103,368,172
8,043,315



20,071,489


1,033,682
80,433



372,276
658,426













4,554
22,807,111

(501,787)

100,139
1,498
(116,630)
(9,184)
2,373,231

(Continued)

Capital Stock (NT$10.00 Par Value) (Note 27)
Authorized
Issued and Outstanding
Shares
Shares
Amount
BALANCE, DECEMBER 31, 2011 . . .$4,500,000,000$2,118,560,453 $21,185,604
Appropriations of the 2011 earnings
Legal reserve . . . . . . . . . . . . . . . . .



Cash dividends—NT$0.250 per
share . . . . . . . . . . . . . . . . . . . . . .



Stock dividends—NT$0.534 per
share . . . . . . . . . . . . . . . . . . . . . .

113,131,129
1,131,311
Employees’ bonus—stock . . . . . . . . . . .

10,568,089
105,681
Translation adjustments—offshore
banking unit and overseas branch . . .



Change in unrealized valuation loss on
available-for-sale financial assets . . .



Change in equity-method investees . . . .



Consolidated net income in 2012 . . . . . .



BALANCE, DECEMBER 31, 2012 . . . 4,500,000,000 2,242,259,671 $22,422,596
BALANCE, DECEMBER 31, 2012 (IN
U.S. DOLLARS) . . . . . . . . . . . . . . . . 4,500,000,000 2,242,259,671 $ 758,545
F-8
Capital Stock (NT$10.00 Par Value) (Note 27) Capital Stock (NT$10.00 Par Value) (Note 27) Capital Stock (NT$10.00 Par Value) (Note 27) Capital Surplus
(Notes 2 and 27)
Capital Surplus
(Notes 2 and 27)
Capital Surplus
(Notes 2 and 27)
Retaine d Earnings (Note 27) d Earnings (Note 27) d Earnings (Note 27) Equity Adjustments Equity Adjustments Equity Adjustments Equity Adjustments Total
Shareholders’
Equity
Cumulative
Translation
Adjustments
(Notes 2 and 12)
Unrealized
Valuation
Gain (Loss) on
Available-for-sale
Financial Assets
(Notes 2, 10, 12
and 27)
Additional
Paid-in
Capital in
Excess of
Par
Arising from
Equity-method
Investment
Authorized Issued and Outstanding Legal
Reserve
Special
Reserve
Unappropriated
Earnings
Shares Shares Amount
$21,185,604


1,131,311
105,681





$19,706



2,642




$22,348
$ 756
$9,302








$9,302
$ 315
$1,030,702
711,970






$4,554







$2,374,090
(711,970)
(529,640)
(1,131,311)




2,563,373
$2,564,542
$ 86,757
$12,762




(3,631)



$ 9,131
$ 309
$ 17,658





(180,043)
(11,415)

$(173,800)
$ (5,880)
$24,654,378

(529,640)

108,323
(3,631)
(180,043)
(11,415)
2,563,373
4,500,000,000 2,242,259,671 $22,422,596 $1,742,672 $4,554 $26,601,345
4,500,000,000 2,242,259,671 $ 758,545 $ 58,954 $ 154 $ 899,910

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 20, 2013, except for translations into U.S. dollars at the exchange rate as of September 30, 2013, as stated in Note 2)

(Concluded)

FAR EASTERN INTERNATIONAL BANK, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012 (In Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income . . . . . . . . . . . . . . . . . .
Adjustments to reconcile consolidated net
income to net cash provided by operating
activities
Provision for possible losses . . . . . . . . . . .
Recovery of written-off credits . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of premium on financial
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net valuation loss (gain) on financial
assets and liabilities at fair value
through profit or loss . . . . . . . . . . . . . . .
Net gain on available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of employees’ bonus payable . . .
Investment loss (income) recognized under
the equity method . . . . . . . . . . . . . . . . . .
Cash dividends received from investments
accounted for by the equity method . . . .
Net loss (gain) on disposal of properties . .
Net loss on disposal of collaterals
assumed . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on the disposal of an equity-method
investment . . . . . . . . . . . . . . . . . . . . . . .
Provision (net gain on reversal of
provision) for asset impairment loss . . .
Decrease (increase) in financial assets at
fair value through profit or loss . . . . . . .
Decrease (increase) in receivables . . . . . . .
Decrease (increase) in deferred income tax
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in financial liabilities
at fair value through profit or loss . . . . .
Increase (decrease) in accrued pension
cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in payables . . . . . . . . . . . . . . . . . .
Net cash provided by operating
activities . . . . . . . . . . . . . . . . . . . . .
2010
NT$
$ 2,196,378
675,026
383,742
216,328
27,563
96,259
(312,526)
(139,700)

(100,131)
72,574
1,943
1,646
(1,576)
6,117
(6,241,470)
2,215,744
578,572
2,460,158
16,174
213,049
2,365,870
2011
NT$
$ 2,373,231
834,135
86,692
216,992
40,110
144,856
(361,498)
(262,309)
(4,585)
67,692
72,574
492


2,830
1,522,341
(1,457,634)
(103,889)
(607,019)
886
563,945
3,129,842
2012
NT$
US$ (Note 2)
$ 2,563,373
$ 86,718
897,341
30,356
52,906
1,790
212,395
7,185
40,956
1,386
66,246
2,241
254,491
8,609
(310,517)
(10,505)


88,047
2,979
58,250
1,971
(18)
(1)




(44,803)
(1,516)
(2,558,402)
(86,549)
146,563
4,958
186,112
6,296
(336,061)
(11,369)
(5,388)
(182)
963,692
32,601
2,275,183
76,968

(Continued)

F-9

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in due from the Central
Bank and other banks . . . . . . . . . . . . . . . . . . .
Increase in discounts and loans . . . . . . . . . . . . .
Decrease (increase) in securities purchased
under resale agreements . . . . . . . . . . . . . . . . .
Decrease in available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in held-to-maturity
financial assets . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the disposal of an equity-method
investment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in debt investments with no
active market . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in other financial assets . . .
Acquisition of properties . . . . . . . . . . . . . . . . . .
Proceeds of the disposal of properties . . . . . . . .
Proceeds of the disposal of collaterals
assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds of the disposal of building and land
held for sale . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in other assets . . . . . . . . . . .
Liquidated sum of financial assets carried at
cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired from the acquisition of Chinfon
Bank’s certain branches . . . . . . . . . . . . . . . . .
Increase in an investment accounted for by
equity method . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in the acquisition of
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . .
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in due to the Central Bank
and other banks . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in short-term loans . . . . . . .
Increase in deposits and remittances . . . . . . . . .
Issuance of bank debentures . . . . . . . . . . . . . . . .
Redemption of bank debentures . . . . . . . . . . . . .
Increase (decrease) in other financial
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in other liabilities . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing
activities . . . . . . . . . . . . . . . . . . . . . . . . .
EFFECTS OF EXCHANGE RATE CHANGES . . . .
2010
NT$
$(15,989,535)
(19,828,036)
1,310,002
4,347,197
(1,306,540)
32,315
923,875
(536,539)
(169,295)
856
338,864

126,652

20,272,270


(10,477,914)
2,374,475
(510,158)
8,305,878
4,000,000
(5,085,900)
(999,826)
(46,614)
(193,380)
7,844,475
9,359
2011
NT$
$ 16,199,162
(34,467,060)
(850,505)
1,295,903
(1,197,877)

(2,162,729)
76,820
(274,906)
1,131

16,104
158,019



(40,293)
(21,246,231)
(6,307,348)
320,125
22,183,123
3,500,000
(85,780)
665,214
69,480
(501,787)
19,843,027
3,744
2012
NT$
US$ (Note 2)
$ 3,920,582
$ 132,631
(11,516,907)
(389,611)
(22,891,487)
(774,408)
3,864,911
130,748
1,711,718
57,907


(1,370,505)
(46,364)
(488,302)
(16,519)
(149,895)
(5,071)
709
24


373,213
12,626
(217)
(7)
1,408
48


(55,652)
(1,883)
(9,819)
(332)
(26,610,243)
(900,211)
(110,773)
(3,747)
(399,949)
(13,530)
21,934,704
742,040
3,000,000
101,488
(86,440)
(2,924)
96,733
3,272
27,465
929
(529,640)
(17,917)
23,932,100
809,611
(2,803)
(95)

(Continued)

F-10

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . .
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND CASH EQUIVALENTS, END OF
YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . .
NONCASH INVESTING AND FINANCING
ACTIVITIES
Stock dividends . . . . . . . . . . . . . . . . . . . . . . . . .
Employees’ bonus—stock . . . . . . . . . . . . . . . . .
2010
NT$
$ (258,210)
4,533,042
$ 4,274,832
2011
NT$
$ 1,730,382
4,274,832
$ 6,005,214
2012
NT$
US$ (Note 2)
$ (405,763)
$ (13,727)
6,005,214
203,154
$ 5,599,451
$ 189,427
$ 5,429,726
$ 183,685
$ 198,367
$ 6,711
$ 1,131,311
$ 38,272
$ 108,323
$ 3,665
$ 2,845,260
$ 225,008
$ 674,895
$ 56,627
$ 4,214,325
$ 311,805
$ 1,033,682
$ 100,139
$ 5,429,726
$ 198,367
$ 1,131,311
$ 108,323

Fair values of the assets and liabilities acquired on, and the net effect on cash of, the acquisition of ING Securities Co., Ltd. and ING Insurance Brokers Co., Ltd. on December 14, 2011 was as follows (Note 1):

Assets
Deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for the acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net effect on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$185,008
12,148
10,542
82,946
290,644
46,722
8,802
55,524
235,120
185,008
$ (50,112)

Fair values of the assets and liabilities acquired from Chinfon Bank on April 3, 2010 were as follows (Note 37):

Assets
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$ 387,307
365,143
17,298
3,872,667
684,152
190,252
1,967,097
7,483,916

(Continued)

F-11

Liabilities
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation from Resolution Trust Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$ 279,451
26,769,884
262,820
60,626
27,372,781
19,888,865
387,307
(3,902)
$20,272,270

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 20, 2013, except for translations into U.S. dollars at the exchange rate as of September 30, 2013, as stated in Note 2)

(Concluded)

F-12

FAR EASTERN INTERNATIONAL BANK, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012 (In Thousands, Unless Stated Otherwise)

1. ORGANIZATION AND OPERATIONS

Far Eastern International Bank Ltd. (“the Bank”) obtained its license on January 11, 1992 and started its business on April 11, 1992. The Bank (a) accepts deposits and extends loans and guarantees; (b) issues letters of credit, handles domestic and foreign remittances, and accepts commercial drafts; (c) invests in securities and acts as an agent for trading government bonds, corporate bonds and bank debentures; and (d) conducts relevant businesses that are authorized by the relevant authorities.

The operations of the Bank’s Trust Department include pecuniary trust, securities trust, real estate trust, creditor’s right of money or guarantee, movable property trust and ground right trust and related operations. These operations are regulated under the Banking Act and Trust Enterprise Act.

As of December 31, 2012, the Bank’s operating units included the Business Department, International Banking Department, Trust Department, Credit Card Department, Offshore Banking Unit (OBU), and 53 domestic branches, as well as an overseas branch in Hong Kong.

The Bank’s stocks are listed on the Taiwan Stock Exchange.

The subsidiaries controlled directly by the Bank were as follows:

Investor Company
Investee Company
Nature of Businesses
The Bank
Far Eastern Asset Management
Co., Ltd. (“FEAMC”)
Purchase, evaluation, auction
and management of rights of
financial institution creditors
Far Eastern Life Insurance
Agency Co., Ltd. (“FELIA”)
Insurance agent
Far Eastern Property Insurance
Agency Co., Ltd. (“FEPIA”)
Insurance agent
Far Eastern International
Securities Co., Ltd. (“FEIS”)
Foreign securities broker,
wealth management and
offshore fund consulting
Far Eastern
International
Securities Co.,
Ltd.
Far Eastern Insurance Brokerage
Co., Ltd. (“FEI Brokerage”)
Insurance broker
Percentage of Ownership Percentage of Ownership Percentage of Ownership
December 31
2010
100
100
100

2011
100
100
100
100
100
2012
100
100
100
100
100

On August 29, 2011, the Bank acquired 100% of the common stock of ING Securities Co., Ltd. and its subsidiary ING Insurance Brokers Co., Ltd. from ING Insurance International B.V. for NT$235,120 thousand to expand the Bank’s business, elevate operating efficiency and strengthen competitiveness; this transaction was settled on December 14, 2011. On January 3 and January 10, 2012, ING Securities Co., Ltd. and ING Insurance Brokers Co., Ltd. was renamed as Far Eastern International Securities Co., Ltd. and Far Eastern Insurance Brokerage Co., Ltd., respectively.

F-13

Fair values of the assets and liabilities acquired from Far Eastern International Securities Co., Ltd. and Far Eastern Insurance Brokerage Co., Ltd. on December 14, 2011 were as follows:

Assets
Deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$185,008
12,148
10,542
82,946
290,644
46,722
8,802
55,524
$235,120

The operating results of Far Eastern International Securities Co., Ltd. and Far Eastern Insurance Brokerage Co., Ltd. started from December 14, 2011 were included in the consolidated income statements for the years ended December 31, 2011 and 2012. For comparison purposes, the following unaudited pro forma consolidated income statements for the years ended December 31, 2010 and 2011 were prepared assuming the acquisition occurred on January 1, 2010:

Item
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31 Year Ended December 31
2010
NT$
$ 3,984,520
4,873,341
8,857,861
(675,026)
(5,194,254)
2,988,581
(848,152)
$ 2,140,429
2011
NT$
$ 3,880,147
4,938,417
8,818,564
(834,135)
(5,500,903)
2,483,526
(150,384)
$ 2,333,142

As of December 31, 2010, 2011 and 2012, the Bank and its subsidiaries had 2,422, 2,648 and 2,606 employees, respectively.

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Public Banks and accounting principles generally accepted in the Republic of China.

The accompanying consolidated financial statements were originally presented in more than one set of Chinese financial reports. For the convenience of readers, 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 consolidated financial statements shall prevail.

F-14

The Bank and its subsidiaries’ significant accounting policies are summarized as follows:

Principles of Consolidation

In compliance with the Statement of Financial Accounting Standards (SFAS) No. 7—“Consolidated Financial Statements,” the consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 included all the direct and indirect subsidiaries of the Bank and other investees over which the Bank has control. All significant intercompany transactions have been eliminated upon consolidation.

Translation of New Taiwan Dollar Amounts into U.S. Dollars

The accompanying consolidated financial statements are stated in New Taiwan dollars. The New Taiwan dollar amounts have been translated into U.S. dollars amounts solely for the convenience of readers, using the noon buying rate of NT$29.56 to US$1.00 published by the Federal Reserve Bank of New York on September 30, 2013. The convenience translation should not be construed as a representation that the New Taiwan dollar amounts have been, could have been or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

Foreign-currency Transactions

Foreign-currency assets and liabilities are recorded in a currency other than the New Taiwan dollars, the Bank’s functional or local currency. Foreign-currency items in income statements of domestic operating units are translated into New Taiwan dollars at prevailing exchange rates at the dates of the transactions. For overseas branches (including the OBU), income or losses from transactions settled in nonlocal currencies are translated into the local currency at exchange rates prevailing in the local exchange market at the date of the transactions.

At the balance sheet date, foreign-currency monetary assets and liabilities are translated at prevailing exchange rates, and the exchange differences are recognized as gain or loss.

At the balance sheet date, foreign-currency nonmonetary assets and liabilities (such as equity instruments) that are measured at fair value are translated at prevailing exchange rates, with the exchange differences treated as follows:

  • a. Recognized in shareholders’ equity if the changes in fair value are recognized in shareholders’ equity;

  • b. Recognized as gain or loss if the changes in fair value are recognized in gain or loss.

Foreign-currency nonmonetary assets and liabilities that are carried at cost continue to be stated at the exchange rates of the trade dates.

When foreign-currency assets and liabilities are settled, exchange differences arising from the application of different exchange rates are recognized as gain or loss for the current year.

Translation of Foreign Branches’ Financial Statements

The financial statements of foreign branches (including the OBU) are translated into New Taiwan dollars at the following exchange rates:

  • a. Assets and liabilities—at exchange rates prevailing on the balance sheet date;

  • b. The beginning balance of current year’s earnings not yet remitted to the head office—the same as the ending balance of the prior years’ earnings; and

  • c. Income and expenses—at average exchange rates for the year.

F-15

Exchange differences arising from the translation of the financial statements of foreign branches are recognized as a cumulative translation adjustment under shareholders’ equity.

Accounting Estimates

In accordance with the above regulations, laws and principles, certain estimates and assumptions have been used to determine the fair value of certain financial instruments, allowance for possible losses, reserve for guarantee obligations, depreciation, impairment, pension, income taxes, contingent losses and employees’ bonus, remuneration to directors and supervisors, etc. Actual results may differ from these estimates.

Current and Noncurrent Assets and Liabilities

Accounts included in the consolidated balance sheets are not classified as current or noncurrent since the major components of the consolidated financial statements are from the banking sector, whose operating cycle cannot be reasonably identified. Nevertheless, accounts are properly categorized in accordance with their nature and sequenced by their liquidity. Please refer to Note 34 for the maturity analysis of assets and liabilities.

Financial Instruments at Fair Value through Profit or Loss

Financial instruments at fair value through profit or loss (FVTPL) are financial assets and liabilities that are held for trading or those that are designated on initial recognition as measured at fair value through profit or loss. FVTPL instruments are initially measured at fair value. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately as expense. At each balance sheet date subsequent to initial recognition, financial assets and liabilities at FVTPL are remeasured at fair value, with changes in fair value recognized as gain or loss in the year. On the derecognition of financial assets and liabilities at FVTPL, differences between the carrying amount and the sum of the consideration received and receivable or consideration paid and payable are recognized as gain or loss. Acquisition and disposal of financial assets are recognized and derecognized on a trade date basis, except government bonds, for which the settlement date basis is used.

A derivative instrument that does not meet the criteria for hedge accounting is classified as a financial asset or a financial liability held for trading. If the fair value of the derivative is positive, the derivative is recognized as a financial asset; otherwise, the derivative is recognized as a financial liability.

Available-for-sale Financial Assets

Available-for-sale financial assets are initially measured at fair value plus transaction costs that are directly attributable to the acquisition. The difference between the initial cost of a debt instrument and its maturity amount is amortized using the effective interest method. At each balance sheet date subsequent to initial recognition, available-for-sale financial assets are remeasured at fair value, with changes in fair value recognized in equity until the financial assets are derecognized or impaired, at which time, the cumulative gain or loss previously recognized in equity is included in profit or loss for the year. Acquisition and disposal of financial assets are recognized and derecognized on a trade date basis, except government bonds, for which the settlement date basis is used.

An impairment loss is recognized when there is objective evidence that the investment is impaired. Any decrease in impairment loss on an equity instrument classified as available-for-sale is recognized directly in equity. If the fair value of a debt instrument classified as available-for-sale increases as a result of an event that occurred after the impairment loss was recognized, the decrease in impairment loss is reversed as gain of the year.

F-16

Held-to-maturity Financial Assets

Held-to-maturity financial assets are initially measured at fair value plus transaction costs that are directly attributable to the acquisition. At each balance sheet date subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method. Acquisition and disposal of financial assets are recognized and derecognized on a settlement date basis.

An impairment loss is recognized when there is objective evidence that the investment is impaired. The impairment loss is reversed if an increase in the investment’s recoverable amount is due to an event that occurred after the impairment loss was recognized; however, the adjusted carrying amount of the investment may not exceed the carrying amount that would have been determined had no impairment loss been recognized for the investment in prior years.

Hedge Accounting

The Bank engages non-trading derivatives primarily as a tool for hedging against risks to financial assets and liabilities due to adverse market changes in interest rates, exchange rates and credit. The Bank’s hedge accounting qualifies as a fair value hedge. The fair value hedge is mainly used to avoid the risk of adverse changes in fair value of interest-earning assets and interest-bearing liabilities due to fluctuations of interest rates or exchange rates. At the start of the hedge, there must be a formal designation of the derivative as a hedging instrument and documentation of the hedging relationship between the hedging instrument and the hedged item, the risk management objective, hedging strategies and how the Bank will assess the hedging instrument effectiveness.

Once the hedge is determined as a fair value hedge, the effect of changes in fair value of the hedged items will be offset by the gain or loss recognized from remeasuring the derivative hedging instrument at fair value, and the carrying amount of the hedged item is adjusted through the corresponding gain or loss on the hedging instrument.

Financial Assets Carried at Cost

Investments in equity instruments with no quoted market prices in an active market and with fair values that cannot be reliably measured, such as non-publicly traded stocks, are carried at their original cost. An impairment loss is recognized when there is objective evidence that the asset is impaired. No reversal of this impairment loss is allowed.

Debt Investments with No Active Market

Debt investments which with no active market are carried at amortized cost. The accounting treatment for these debt investments is the same as that for held-to-maturity financial assets, except for the absence of restriction on the timing of the disposal of these debt instruments. An impairment loss is recognized when there is objective evidence that the investment is impaired.

Nonaccrual Loans

Under the “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/Nonaccrual Loans” issued by the Banking Bureau under the Financial Supervisory Commission, overdue loans and other credits extended by the Bank, including their respective accrued interests, are classified as nonaccrual loans within six months after the expiration of the repayment period.

Nonaccrual loans arising from loans are classified as discounts and loans; others arising from guarantees, acceptances, accounts receivable—factoring and credit card receivables are classified as other financial assets.

F-17

Acquired Receivables

The aggregate purchase price and all necessary charges on loan acquisition are booked as the cost of the acquired receivables, and the fair value of each individual loan is the basis for cost allocation.

Marketing and handling expenses incurred after the acquisition date are expensed, including the expenses for applying for participating in auctions, court fees for collateral auctions, and appraisal expenses.

Allowance for Possible Losses and Reserve for Guarantee Obligations

In determining the allowance for possible losses and reserve for guarantee obligations, the Bank evaluates the risks on specific loans and assesses the collectability of loans, discounts, receivables, other financial assets and guarantee obligations on a portfolio basis.

The Bank evaluates possible losses on specific loans on the basis of the borrowers’ financial situation, their ability to repay principals and interests, and the values of collaterals in accordance with “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/Nonaccrual Loans” (the “Regulations”). The Regulations require that loans should be categorized by collectability and specify the minimum allowance for possible losses and reserve for guarantee obligations using prescribed percentages. However, as required by the Banking Bureau’s letter (Ref. No. 10010006830), loan coverage ratio should be more than 1 percent.

When a loan or receivable is considered uncollectible, it may be written off on the approval of the Bank’s Board of Directors or Managing Directors. The subsequent collections of written-off loans are credited against the allowance account or recognized as other income.

Loans and accounts receivable are assessed for impairment at the end of each reporting period and are considered impaired when there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the loans and accounts receivable, and the estimated future cash flows of the loans and accounts receivable have been affected. Objective evidence of impairment could include:

  • Significant financial difficulty of the debtor;

  • Accounts receivable becoming overdue; or

  • It becoming probable that the debtor will enter bankruptcy or financial reorganization.

Loans and accounts receivable that with no individual evidence of impairment are assessed for impairment by portfolio. Objective evidence of the impairment of a portfolio of loans and accounts receivable could include the Bank’s past experience of collecting payments and an increase in the number of delayed payments in the portfolio, as well as changes in national or local economic conditions that correlate with defaults on loans and receivables.

The amount of the impairment loss recognized is the difference between the carrying amount of the loan and account receivable and the present value of estimated future cash flows discounted at the original effective interest rate after taking into consideration the collaterals and guarantees obtained. The carrying amount of the loans and accounts receivable is reduced through the use of an allowance account.

Securities Purchased/Sold Under Resale/Repurchase Agreements

Securities purchased under resale agreements and securities sold under repurchase agreements are generally treated as collateralized financing transactions.

F-18

Impairment of Assets

The carrying amount of investments accounted for by the equity method, properties, intangible assets and buildings and land held for sale is estimated based on its respecting recoverable amount. When an indication of significant impairment is identified, the excess of carrying amount of an asset over its recoverable amount is recognized as an impairment loss. If the recoverable amount increases in a subsequent period, the amount previously recognized as impairment would be reversed and recognized as a gain. However, the adjusted carrying amount may not exceed the carrying amount that would have been determined, net of depreciation and amortization, if no impairment loss had been recognized for the asset in prior years.

Investments Accounted for by the Equity Method

Equity investments of 20 percent or more of the investees’ voting shares are accounted for by the equity method. The investments are stated at cost plus (or minus) a proportionate share in net income (losses) of the investees.

The acquisition cost is allocated to the assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition, and the acquisition cost in excess of the fair value of the identifiable net assets acquired is recognized as goodwill. Goodwill has to be tested for impairment annually instead of amortized. The fair value of the net identifiable assets acquired in excess of the acquisition cost is used to reduce the fair value of each of the noncurrent assets acquired in proportion to the respective fair values of the noncurrent assets, with any excess recognized as an extraordinary gain.

When the Bank and its subsidiaries do not subscribe for an investee’s newly issued shares at the original percentage of ownership in the investee, the change in equity in the investee’s net assets should be recorded as an adjustment to investments, with a corresponding amount debited or credited to capital surplus. When the adjustment should be debited to capital surplus, but the capital surplus arising from equity-method investments is insufficient, the shortage is debited to retained earnings.

Cash dividends received are treated as a reduction of carrying amounts. Stock dividends received are recorded as an increase in the number of shares. The cost per share will be recalculated on the basis of the new number of shares held. Cost of shares sold is calculated at moving-average cost.

Properties

Properties are stated at cost less accumulated depreciation and accumulated impairment losses. Major additions and improvements to properties are capitalized, while repairs and maintenance are expensed as incurred.

Depreciation is provided on a straight-line basis over estimated useful lives as follows: buildings and improvements, 5 to 55 years; computer equipment, 3 to 7 years; transportation equipment, 3 to 7 years; and miscellaneous equipment, 3 to 20 years. Properties still in use beyond their original estimated useful lives are further depreciated over their newly estimated useful lives.

Upon disposal of properties, the related cost, accumulated depreciation and accumulated impairment losses of the properties are derecognized. Any gain or loss is included in net profit of the year of disposal.

Intangible Assets

Intangible assets arising from mergers or acquisitions are initially recorded at fair value. Assets that are determined to have definite useful lives are amortized on a straight-line basis over 4 to 15 years, and those assets that are determined to have indefinite useful lives are tested for impairment annually. Events and circumstances are evaluated annually to determine whether the useful lives of intangible assets remain indefinite.

F-19

Buildings and Land Held for Sale

Buildings and land held for sale are carried at cost, and their recoverable amount is assessed at the end of each reporting period. If the recoverable amount of buildings and land held for sale is estimated to be less than their carrying amount, an impairment loss is recognized and charged to earnings. The reversal of an impairment loss is recognized under earnings. However, the adjusted carrying amount may not exceed the carrying amount that would have been determined had no impairment loss been recognized for these assets in prior years.

Collaterals Assumed

Collaterals assumed are carried at cost and evaluated at the recoverable amount. If the recoverable amount of collaterals assumed is estimated to be less than its carrying amount, an impairment loss is recognized and charged to earnings. The reversal of an impairment loss is recognized under earnings. However, the adjusted carrying amount may not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.

Deferred Charges

Deferred charges are carried at cost, and are amortized on a straight-line basis over the period of economic life.

Pension Cost

Pension cost under the defined benefit plan is determined by actuarial valuations. Unrecognized net transition obligations and unrecognized prior service cost are amortized over 26 and 24 years, respectively.

Under the defined contribution plan, monthly contributions to employees’ individual pension accounts at a specific percentage of salaries and wages are made. These payments are recognized as pension costs.

Income Tax

The inter-year allocation method is applied to income taxes, whereby deferred income tax assets and liabilities are recognized for the tax effects of temporary differences, unused loss carryforwards and unused tax credits. Valuation allowances are provided to the extent, if any, that it is more likely than not that deferred income tax assets will not be realized.

Income tax credits for research and development expenditures and personnel training expenditures are recognized when the expenses are incurred.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

An additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve the retention of earnings.

Income Recognition

Interest income from discounts and loans is recorded on the accrual basis. For nonaccrual loans, interest income is recognized only when collections on these obligations are made. Under the regulations of the Banking Bureau under the Financial Supervisory Commission, the interest income on credits covered by agreements that extend their maturity is recorded as deferred income and recognized upon collection.

Service fee income is recognized as cash receipts when the earnings process has been completed and service fee have been realized or are realizable.

F-20

Commission income is recognized when the significant risks have been transferred and the economic benefits associated with the transaction have been realized or are realizable.

The gain or loss on the disposal or recovery of acquired receivables is accounted for by the cost-recovery method. The administration revenue from managing acquired loans is recognized monthly on an accrual basis. The advance administration revenue is amortized on a straight-line method over the estimated recovery period.

Contingencies

A loss should be recognized when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If a loss or liability due to a certain event is possible but the amount of loss cannot be reasonably estimated, a footnote disclosure of the circumstance that might give rise to the possible loss should be made.

Acquisition of Another Financial Institution’s Business

The accounting for the Bank’s acquisition of another financial institution’s business is based on the SFAS No. 25—“Business Combinations.” The identifiable net assets and liabilities obtained through the acquisition are measured at the fair value at the transaction date. Goodwill arising from the acquisition cost exceeding the fair value of the identifiable net assets acquired has to be tested for impairment annually instead of being amortized. If the fair value of the identifiable net assets exceeds the acquisition cost, the excess is used to reduce the fair value of each of the noncurrent assets acquired in proportion to the respective fair values of the noncurrent assets, with any remaining excess recognized as an extraordinary gain.

Reclassifications

Certain accounts in the consolidated financial statements as of and for the years ended December 31, 2010 and 2011 have been reclassified to conform to the presentation of the consolidated financial statements as of and for the year ended December 31, 2012.

3. EFFECTS OF CHANGE IN ACCOUNTING PRINCIPLES

Financial Instruments

On January 1, 2011, the Bank and its subsidiaries adopted the third revised SFAS No. 34—“Financial Instruments: Recognition and Measurement.” The main revisions include (1) finance lease receivables are now covered by SFAS No. 34; (2) the scope of the applicability of SFAS No. 34 to insurance contracts is amended; (3) loans and receivables originated are now covered by SFAS No. 34; (4) additional guidelines on impairment testing of financial assets carried at amortized cost if the asset issuer or obligor has financial difficulties and the terms of obligations been modified; and (5) accounting treatment by a debtor for modifications in the terms of obligations.

4. CASH AND CASH EQUIVALENTS

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes and checks for clearing . . . . . . . . . . . . . . . . . . . . .
Deposits due from other banks . . . . . . . . . . . . . . . . . . . .
Balance with other banks . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$2,211,882
613,382
1,422,599
26,969
$4,274,832
2011
NT$
$2,448,923
817,187
2,540,823
198,281
$6,005,214
2012
NT$
US$ (Note 2)
$2,727,134
$ 92,258
1,671,862
56,558
1,110,865
37,580
89,590
3,031
$5,599,451
$189,427

F-21

5. DUE FROM THE CENTRAL BANK AND OTHER BANKS

Due from the Central Bank—certificates of deposit
(Note 31) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans to other banks . . . . . . . . . . . . . . . . . . . . . . . .
New Taiwan dollar reserve deposits—Type A . . . .
New Taiwan dollar reserve deposits—Type B . . . .
Foreign-currency reserve deposits . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 84,000,000
5,548,500
5,651,740
7,710,130
27,982
$102,938,352
2011
NT$
$69,400,000
3,570,480
5,019,759
8,705,369
43,582
$86,739,190
2012
NT$
US$ (Note 2)
$63,190,000
$2,137,686
4,819,462
163,040
5,835,631
197,417
8,931,969
302,164
41,546
1,405
$82,818,608
$2,801,712

The reserve deposits are required by law and determined at a prescribed percentage of the monthly average balances. The Type B reserve deposits can be withdrawn only when the balances are adjusted monthly. The Type A and foreign-currency reserve deposits can be withdrawn on demand but bear no interest.

6. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible bond option contracts . . . . . . . . . . . . . .
Convertible bond asset swap contracts . . . . . . . . . . .
Interest rate swap contracts . . . . . . . . . . . . . . . . . . . .
Foreign-currency swap contracts . . . . . . . . . . . . . . . .
Currency option contracts . . . . . . . . . . . . . . . . . . . . .
Cross-currency swap contracts . . . . . . . . . . . . . . . . .
Credit default swap contracts . . . . . . . . . . . . . . . . . .
Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . .
Beneficiary certificates . . . . . . . . . . . . . . . . . . . . . . .
Forward exchange contracts . . . . . . . . . . . . . . . . . . .
Non-deliverable forward contracts . . . . . . . . . . . . . .
Financial assets designated as at fair value through profit
or loss—convertible bonds . . . . . . . . . . . . . . . . . . . . . .
Total financial assets at fair value through profit or loss . .
Financial liabilities held for trading
Convertible bond option contracts . . . . . . . . . . . . . .
Foreign-currency swap contracts . . . . . . . . . . . . . . . .
Convertible bond asset swap contracts . . . . . . . . . . .
Interest rate swap contracts . . . . . . . . . . . . . . . . . . . .
Currency option contracts . . . . . . . . . . . . . . . . . . . . .
Cross-currency swap contracts . . . . . . . . . . . . . . . . .
Non-deliverable forward contracts . . . . . . . . . . . . . .
Forward exchange contracts . . . . . . . . . . . . . . . . . . .
Credit default swap contracts . . . . . . . . . . . . . . . . . .
Short sales of bonds payable . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total financial liabilities at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010 2011 2012
NT$
$ 2,225,184
284,440
16,670
56,058
378,526
41,932
523,826
24,172
141,628
25,000
28,161
NT$
$ 1,722,733
317,057
26,918
358,907
460,509
49,016
4,801
32,090
36,819
57,286
51,235
32,985
NT$
US$ (Note 2)
$ 1,334,349
$ 45,140
983,182
33,261
601,833
20,360
351,567
11,893
304,672
10,307
187,732
6,351
184,828
6,253
145,330
4,917
130,962
4,430
107,521
3,637
59,995
2,029
39,306
1,330
4,431,277
149,908
11,679,558
395,114
$16,110,835
$545,022
$ 2,342,711
$ 79,253
465,775
15,757
307,521
10,403
203,635
6,889
184,378
6,237
140,767
4,762
40,218
1,361
32,030
1,084
27,798
940


199
7
$ 3,745,032
$126,693
3,745,597
12,979,293
3,150,356
10,656,510
$16,724,890 $13,806,866
$ 4,427,702
1,313,356
142,607
130,678
41,915
230,427
6,885
135,219
16,446

$ 1,971,854
260,861
127,769
182,081
48,384
719,979
17,481
67,853
35,221
649,552
$ 6,445,235 $ 4,081,035

F-22

The Bank engages in derivative transactions mainly to trade, to accommodate customers’ needs and to manage exposures due to exchange rate and interest rate fluctuations. The Bank’s financial risk management strategy is to hedge most of its exposure to market risk.

Arising on the remeasurement of financial assets and liabilities at fair value through profit or loss, net gains of NT$312,526 thousand, net gains of NT$361,498 thousand, and net losses of NT$254,491 thousand (approximately US$8,609 thousand) were recognized in 2010, 2011 and 2012, respectively. Net disposal gains on financial assets and liabilities at fair value through profit or loss were NT$263,626 thousand in 2010; NT$322,744 thousand in 2011; and NT$1,281,761 thousand (approximately US$43,361 thousand) in 2012.

Outstanding derivative contract (nominal) amounts as of December 31, 2010, 2011 and 2012 were as follows:

Foreign-currency swap contracts . . . . . . . . . . . . . . .
Interest rate swap contracts . . . . . . . . . . . . . . . . . . .
Convertible bond option contracts . . . . . . . . . . . . .
Cross-currency swap contracts . . . . . . . . . . . . . . . .
Convertible bond asset swap contracts . . . . . . . . . .
Currency option contracts . . . . . . . . . . . . . . . . . . . .
Credit default swap contracts . . . . . . . . . . . . . . . . .
Non-deliverable forward contracts . . . . . . . . . . . . .
Forward exchange contracts . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$36,692,289
19,437,500
21,552,450
7,879,600
17,937,104
1,811,066
6,874,732
147,500
7,959,689
2011
NT$
$47,007,582
44,438,500
33,499,262
17,706,190
28,113,195
4,665,684
14,496,297
8,036,471
7,583,875
2012
NT$
US$ (Note 2)
$103,946,913
$3,516,472
87,925,783
2,974,485
30,852,021
1,043,708
27,471,165
929,336
26,963,297
912,155
23,028,114
779,030
18,608,724
629,524
11,036,127
373,347
7,886,180
266,786

7. SECURITIES PURCHASED UNDER RESALE AGREEMENTS

As of December 31, 2011 and 2012, securities acquired for NT$850,505 thousand and NT$23,741,992 thousand (approximately US$803,180 thousand) under resale agreements would be sold for NT$850,565 thousand and NT$23,749,718 thousand (approximately US$803,441 thousand) by January 2, 2012 and February 19, 2013, respectively. (2010: Nil)

8. RECEIVABLES, NET

Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Factoring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the disposal of acquired
receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Spot exchange transactions . . . . . . . . . . . . . . . . . . . .
Proceeds from disposal of securities . . . . . . . . . . . . .
Acquired receivables . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Allowance for possible losses (Note 9) . . . . . .
December 31 December 31
2010
NT$
$15,618,049
2,633,984
509,274

653,475
647,971
101,332
228,901
366,720
20,759,706
1,879,356
$18,880,350
2011
NT$
$15,523,234
3,412,000
603,691

332,333
595,616
70,918
747,619
389,198
21,674,609
818,715
$20,855,894
2012
NT$
US$ (Note 2)
$15,521,385
$525,081
2,830,761
95,763
640,301
21,661
602,540
20,384
503,574
17,036
481,948
16,304
415,243
14,047
145,553
4,924
338,913
11,465
21,480,218
726,665
753,712
25,498
$20,726,506
$701,167

F-23

In August 2009, the Bank acquired the credit card business of AIG Credit Card Co. (Taiwan), Ltd. for NT$2.67 billion. The acquired credit card business included accounts receivable amounting to NT$6.83 billion and written-off nonperforming receivables amounting to NT$12.68 billion. The gains on recovery of written-off nonperforming receivables were NT$116,253 thousand in 2010, NT$250,299 thousand in 2011 and NT$238,799 thousand (approximately US$8,078 thousand) in 2012.

Far Eastern Asset Management Co., Ltd. disposed of its acquired receivables in 2012, and related proceeds from the disposal of acquired receivables and compensation for early settlement amounting to NT$602,540 thousand (approximately US$20,384 thousand) were collected in January 2013.

9. DISCOUNTS AND LOANS, NET

9. DISCOUNTS AND LOANS, NET
Negotiations, discounts and overdraft . . . . . . . . .
Short-term loans . . . . . . . . . . . . . . . . . . . . . . . . .
Medium-term loans . . . . . . . . . . . . . . . . . . . . . . .
Long-term loans . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Allowance for possible losses . . . . . . . . . .
December 31
2010
NT$
$ 268,387
63,956,391
64,377,763
110,724,229
632,058
239,958,828
3,607,543
$236,351,285
2011
NT$
$ 176,576
67,654,241
84,002,593
122,135,928
264,778
274,234,116
4,773,735
$269,460,381
2012
NT$
US$ (Note 2)
$ 211,493
$ 7,155
62,306,524
2,107,798
92,298,012
3,122,395
128,002,420
4,330,258
982,983
33,254
283,801,432
9,600,860
3,582,006
121,177
$280,219,426
$9,479,683

As of December 31, 2010, 2011 and 2012, the balances of nonaccrual loans were NT$632,058 thousand; NT$264,778 thousand; and NT$982,983 thousand (approximately US$33,254 thousand), respectively. The unrecognized interest incomes on nonaccrual loans were NT$21,242 thousand in 2010; NT$3,349 thousand in 2011; and NT$33,608 thousand (approximately US$1,137 thousand) in 2012.

Movements of allowance for possible losses on discounts and loans and others (including receivables and other financial assets) were as follows:

2010
Balance, January 1, 2010 . . . . . . . . . . . . . . . . . . . . .
Provision (reversal of provision) for possible
losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquired from the acquisition of Chinfon Bank . . . .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . .
Balance, December 31, 2010 . . . . . . . . . . . . . . . . . .
2011
Balance, January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . .
Provision (reversal of provision) for possible losses .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . . .
Others
NT$
$2,603,643
42,252
3,389
(751,015)
52,021

$1,950,290
. . . . . . . . . . .
. . . . . . . . . . .
. . . . . . . . . . .
Discounts and Loans
Specific Risk
General Risk
NT$
NT$
$ 757,183
$1,590,835
672,636
(39,862)
2,627,693

(2,323,937)

331,721


(8,726)
$ 2,065,296
$1,542,247
Discounts
and Loans
Others
NT$
NT$
. . . .
$3,607,543
$1,950,290
. . . .
1,305,454
(515,595)
. . . .
(191,772)
(231,407)
Discounts and Loans
Specific Risk
General Risk
NT$
NT$
$ 757,183
$1,590,835
672,636
(39,862)
2,627,693

(2,323,937)

331,721


(8,726)
$ 2,065,296
$1,542,247
Discounts
and Loans
Others
NT$
NT$
. . . .
$3,607,543
$1,950,290
. . . .
1,305,454
(515,595)
. . . .
(191,772)
(231,407)
Total Total
.
.
.
NT$
$ 4,951,661
675,026
2,631,082
(3,074,952)
383,742
(8,726)
$ 5,557,833
. . .
. . .
. . .
Total
NT$
$5,557,833
789,859
(423,179)

(Continued)

F-24

Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts
and Loans
NT$
$ 44,800
7,710
$4,773,735
Others
NT$
$ 41,892
190
$1,245,370
Total
NT$
$ 86,692
7,900
$6,019,105
2012
Balance, January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Balance, January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Concluded)
Discounts
and Loans
Others
Total
NT$
NT$
NT$
. . .
$ 4,773,735
$1,245,370
$ 6,019,105
. . .
765,001
116,947
881,948
. . .
(1,965,455)
(219,069)
(2,184,524)
. . .
15,982
36,924
52,906
. . .
(7,257)
(71)
(7,328)
. . .
$ 3,582,006
$1,180,101
$ 4,762,107
Discounts
and Loans
Others
Total
US$ (Note 2)
US$ (Note 2)
US$ (Note 2)
$161,493
$42,130
$203,623
25,880
3,956
29,836
(66,490)
(7,411)
(73,901)
541
1,249
1,790
(247)
(2)
(249)
$121,177
$39,922
$161,099
(Concluded)
Discounts
and Loans
Others
Total
NT$
NT$
NT$
. . .
$ 4,773,735
$1,245,370
$ 6,019,105
. . .
765,001
116,947
881,948
. . .
(1,965,455)
(219,069)
(2,184,524)
. . .
15,982
36,924
52,906
. . .
(7,257)
(71)
(7,328)
. . .
$ 3,582,006
$1,180,101
$ 4,762,107
Discounts
and Loans
Others
Total
US$ (Note 2)
US$ (Note 2)
US$ (Note 2)
$161,493
$42,130
$203,623
25,880
3,956
29,836
(66,490)
(7,411)
(73,901)
541
1,249
1,790
(247)
(2)
(249)
$121,177
$39,922
$161,099
(Concluded)
Total
NT$
$ 6,019,105
881,948
(2,184,524)
52,906
(7,328)
$ 4,762,107
Total
US$ (Note 2)
$203,623
29,836
(73,901)
1,790
(249)
$161,099

For the years ended December 31, 2010, 2011 and 2012, the Bank had no written-off credits for which legal proceedings had not been initiated.

The provision for possible losses was as follows:

Provision for possible losses—discounts and loans . . . . . . .
Provision (reversal of provision) for possible
losses—others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses—reserve for guarantee
obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2010
NT$
$632,774
42,252

$675,026
2011
NT$
$1,305,454
(515,595)
44,276
$ 834,135
2012
NT$
US$ (Note 2)
$765,001
$25,880
116,947
3,956
15,393
520
$897,341
$30,356

F-25

The Bank’s financial assets, which are covered by the SFAS No. 34—“Financial Instruments: Recognition and Measurement,” were assessed for impairment loss on the basis of credit risk characteristics of financial assets. The results were as follows:

Discounts and loans

Item
With objective evidence of
individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Without objective evidence
of individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item
With objective evidence of
individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Without objective evidence
of individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December December 31, 2011
Discounts and Loans Allowance for
Possible Losses
NT$
$ 5,188,537
2,143,385
3,105,077
263,797,117
$274,234,116
December
NT$
$3,373,260
450,059

950,416
$4,773,735
31, 2012
Discounts and Loans Allowance for
Possible Losses
NT$
US$ (Note 2)
$ 4,581,612
$ 154,994
1,837,366
62,157
2,619,004
88,599
274,763,450
9,295,110
$283,801,432
$9,600,860
NT$
US$ (Note 2)
$1,449,349
$ 49,031
718,466
24,305


1,414,191
47,841
$3,582,006
$121,177

Others (including receivables, other financial assets and debt investments with no active market)

Item
With objective evidence of
individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Without objective evidence
of individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item
With objective evidence of
individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Without objective evidence
of individual impairment
Assessed individually . . .
Assessed by portfolio . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2011
Others Allowance for
Possible Losses
NT$
$ 621,930
3,345,018
9,204,321
16,256,145
$29,427,414
December
NT$
$ 438,556
556,138

245,349
$1,240,043
31, 2012
Others Allowance for
Possible Losses
NT$
US$ (Note 2)
$ 530,751
$ 17,955
2,774,987
93,877
12,600,812
426,279
16,367,731
553,712
$32,274,281
$1,091,823
NT$
US$ (Note 2)
$ 440,925
$14,916
609,478
20,618


124,461
4,211
$1,174,864
$39,745

F-26

10. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Listed and OTC stocks—domestic . . . . . . . . . . . . . .
—overseas . . . . . . . . . . . . . . .
Negotiable certificates of deposit . . . . . . . . . . . . . . .
Commercial papers . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$15,696,295
1,159,165



$16,855,460
2011
NT$
$14,773,521
776,673
124,465


$15,674,659
2012
NT$
US$ (Note 2)
$10,355,436
$350,319
807,991
27,334


452,394
15,304
250,043
8,459
$11,865,864
$401,416

The terms of government bonds are summarized as follows:

December 31 December 31
2010 2011 2012
NT$ NT$ NT$ US$ (Note 2)
Aggregate par value . . . . . . . . $ 15,376,400 $ 14,369,900 $ 10,154,600 $ 343,525
Coupon interest rates . . . . . . . 0.88%-7.10% 0.88%-6.90% 0.88%-2.75% 0.88%-2.75%
Effective interest rates . . . . . . 0.41%-6.39% 0.91%-9.45% 0.91%-1.98% 0.91%-1.98%
Maturity . . . . . . . . . . . . . . . . . 2011.01-2030.08 2012.01-2031.08 2013.01-2022.05 2013.01-2022.05

The terms of negotiable certificates of deposit are summarized as follows:

Aggregate par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coupon interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2012
NT$
US$ (Note 2)
$ 451,400
$ 15,271
0.87%-0.88%
0.87%-0.88%
0.74%-0.76%
0.74%-0.76%
2013.01
2013.01
2010
NT$
$—


2011
NT$
$—


The terms of commercial papers are summarized as follows:

Aggregate par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coupon interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2012
NT$
US$ (Note 2)
$ 250,000
$ 8,457
0.76%-1.06%
0.76%-1.06%
0.74%-0.75%
0.74%-0.75%
2013.01
2013.01
2010
NT$
$—


2011
NT$
$—


The assets pledged as collateral are shown in Note 31.

F-27

11. HELD-TO-MATURITY FINANCIAL ASSETS

Foreign corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign bank debentures . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign certificates of deposit . . . . . . . . . . . . . . . . . . . . .
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 470,428
2,170,233
147,500
1,607
$2,789,768
2011
NT$
$2,374,459
1,400,397
151,450
1,599
$3,927,905
2012
NT$
US$ (Note 2)
$ 989,133
$33,462
797,129
26,966
437,040
14,785
999
34
$2,224,301
$75,247

The terms of foreign corporate bonds are summarized as follows:

Aggregate par value—USD . . . . . . . . . . . . . . . . . .
—AUD . . . . . . . . . . . . . . . . . .
Coupon interest rates . . . . . . . . . . . . . . . . . . . . . . . .
Effective interest rates . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31

The terms of foreign bank debentures are summarized as follows:

Aggregate par value—USD . . . . . . . . . . . . . . . . . .
—AUD . . . . . . . . . . . . . . . . . .
Coupon interest rates . . . . . . . . . . . . . . . . . . . . . . . .
Effective interest rates . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31

The terms of foreign certificates of deposit are summarized as follows:

Aggregate par value—USD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Coupon interest rates (floating interest rates) . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2010
2011
2012
$ 5,000
$ 5,000
$ 15,000
1.39%
1.54%
1.97%
2012.08
2012.08
2015.03

The terms of government bonds are summarized as follows:

Aggregate par value—NTD . . . . . . . . . . . . . . . . . . . .
Coupon interest rates . . . . . . . . . . . . . . . . . . . . . . . . .
Effective interest rates . . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31

F-28

12. INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD

Dah Chung Bills Finance
Corp. . . . . . . . . . . . . . . . . . . . .
Yuan Long Stainless Steel
Corp. . . . . . . . . . . . . . . . . . . . .
Deutsche Far Eastern Asset
Management Co., Ltd. . . . . . .
December 31 December 31 December 31
2010 2011 2012
Carrying
Value
% of
Owner-
ship
Carrying
Value
% of
Owner-
ship
Carrying
Value
% of
Owner-
ship
NT$
$1,413,899
1,084,677
125,332
22.06
49.00
40.00
NT$
$1,414,579
939,327
120,552
22.06
49.00
40.00
NT$
US$ (Note 2)
$1,416,008
$47,903
796,544
26,947
159,846
5,407
$2,372,398
$80,257
22.06
49.00
40.00
$2,623,908 $2,474,458

In February 2010, Far Eastern Asset Management Co., Ltd. sold 2,165 thousand shares of Dah Chung Bills Finance Corp. to Yuan Ding Investment Corp. for NT$32,315 thousand, resulting in a disposal gain of NT$1,576 thousand.

In July 2012, Deutsche Far Eastern Asset Management Co., Ltd. (“Deutsche”) decreased its capital to offset the deficit and issued new shares for cash. The Bank acquired some of these new shares for NT$55,652 thousand (approximately US$1,883 thousand) at its current percentage of ownership of Deutsche.

Investment income (loss) recognized under the equity method was as follows:

Yuan Long Stainless Steel Corp. . . . . . . . . . . . . . . . . . . . . . .
Dah Chung Bills Finance Corp. . . . . . . . . . . . . . . . . . . . . . . .
Deutsche Far Eastern Asset Management Co., Ltd. . . . . . . .
Year Ended December 31 Year Ended December 31
2010
NT$
$ 17,318
103,984
(21,171)
$100,131
2011
NT$
$(146,280)
83,368
(4,780)
$ (67,692)
2012
NT$
US$ (Note 2)
$(143,879)
$(4,867)
72,190
2,442
(16,358)
(554)
$ (88,047)
$(2,979)

13. DEBT INVESTMENTS WITH NO ACTIVE MARKET

Convertible bond asset swap contracts—master
agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-linked notes—master agreement . . . . . . . . . . . .
Floating rate notes, net . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible bonds, net . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$4,859,320
1,423,132
762,215
80,807
$7,125,474
2011
NT$
$4,647,900
3,331,234
1,232,798
81,848
$9,293,780
2012
NT$
US$ (Note 2)
$ 6,966,012
$235,656
2,563,968
86,738
1,183,848
40,049


$10,713,828
$362,443

As of December 31, 2010, 2011 and 2012, the accumulated impairment losses on floating rate notes and convertible bonds were NT$232,719 thousand; NT$225,638 thousand; and NT$160,567 thousand (approximately US$5,432 thousand), respectively. For the year ended December 31, 2012, a recovery of convertible bonds through redemption was recognized as (a) a gain of NT$57,306 thousand (approximately US$1,939 thousand) on reversal of impairment losses and (b) other income of NT$56,174 thousand (approximately US$1,900 thousand).

F-29

14. OTHER FINANCIAL ASSETS

Nonaccrual loans other than discounts and loans . . . . . .
Less: Allowance for possible losses (Note 9) . . . . . . . . .
Guarantee deposits for financial instrument
agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Refundable deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interbank clearing account . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments held for hedging (Note 34) . . . . .
Financial assets carried at cost . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 507,409
70,934
436,475
1,566,155
673,357
205,074
228,126
158,385
6,560
$3,274,132
2011
NT$
$ 507,131
426,655
80,476
1,669,282
509,539
207,369
252,233
103,846
61,338
$2,884,083
2012
NT$
US$ (Note 2)
$ 498,012
$ 16,847
426,389
14,424
71,623
2,423
1,892,383
64,018
513,971
17,387
404,877
13,697
180,242
6,097
101,379
3,430
72,378
2,449
$3,236,853
$109,501

Financial assets carried at cost were as follows:

Domestic unquoted common stocks
ERA Communications Co., Ltd. . .
Financial Information Service Co.,
Ltd. . . . . . . . . . . . . . . . . . . . . . . .
An Feng Enterprise Co., Ltd. . . . . .
Sunshine Asset Management Co.,
Ltd. . . . . . . . . . . . . . . . . . . . . . . .
Taipei Forex Inc. . . . . . . . . . . . . . .
Taiwanpay Corp. . . . . . . . . . . . . . .
Overseas unquoted common stock
VISA Inc., Class C . . . . . . . . . . . . .
December 31 December 31 December 31
2010
Carrying
Value
% of
Owner-
ship
NT$
$ 50,006
1.76
45,500
1.14
3,000
10.00
2,073
3.46
800
0.40
2,467
3.35
103,846
54,539
$158,385
2011 2012
Carrying
Value
Carrying
Value
% of
Owner-
ship
1.76
1.14
10.00
3.46
0.40
3.35
Carrying
Value
% of
Owner-
Ship
1.76
1.14
10.00
3.46
0.40
NT$
$ 50,006
45,500
3,000
2,073
800
2,467
103,846
54,539
$158,385
NT$
$ 50,006
45,500
3,000
2,073
800
2,467
NT$
US$
(Note 2)
$ 50,006
$1,692
45,500
1,539
3,000
102
2,073
70
800
27


101,379
3,430


$101,379
$3,430
103,846
$103,846

The above equity investments, which had no quoted prices in an active market nor fair values that could be reliably measured, or which had transfer restrictions, were carried at cost.

VISA Inc.’s Class C shares were reclassified into available-for-sale financial assets at the end of 2011, because the transfer restrictions on those shares had expired and quoted prices in an active market on these shares became available.

In February 2012, the shareholders of Taiwanpay Corp. resolved that it should be liquidated and dissolved, and its residual properties were distributed in March 2012 and June 2012. As a result, the Bank received a total amount of NT$1,408 thousand (approximately US$48 thousand), which was treated as a reduction of investment cost, and recognized an impairment loss of NT$1,059 thousand (approximately US$36 thousand).

F-30

15. PROPERTIES

Accumulated depreciation was as follows:

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . .
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous equipment . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 450,703
832,916
8,704
1,089,547
$2,381,870
2011
NT$
$ 479,089
920,001
6,939
1,159,954
$2,565,983
2012
NT$
US$ (Note 2)
$ 504,648
$17,072
998,036
33,763
5,841
197
1,219,317
41,249
$2,727,842
$92,281

As of December 31, 2010, 2011 and 2012, properties had been insured for NT$1,834,486 thousand; NT$3,884,952 thousand; and NT$3,853,072 thousand (approximately US$130,347 thousand), respectively.

16. INTANGIBLE ASSETS

Operating rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of core deposits . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated amortization . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$1,538,210
428,887
1,967,097
24,762
$1,942,335
2011
NT$
$1,538,210
428,887
1,967,097
61,904
$1,905,193
2012
NT$
US$ (Note 2)
$1,538,210
$52,037
428,887
14,509
1,967,097
66,546
99,049
3,351
$1,868,048
$63,195

In April 2010, the Bank acquired the assets and liabilities, classified as Package B of the Chinfon Bank, through a bidding process. The acquired management and operation rights of Chinfon Bank’s branches have indefinite useful life, while the fair value of core deposits are amortized over 4 to 15 years.

17. OTHER ASSETS

Buildings and land held for sale . . . . . . . . . . . . . . . . . . .
Less: Accumulated impairment . . . . . . . . . . . . . . . . . . . .
Deferred income tax, net (Note 26) . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 486,204
41,152
445,052
976,659
144,468
83,018
45,312
4,809
$1,699,318
2011
NT$
$ 467,389
41,271
426,118
1,080,548
103,397
49
20,692
2,505
$1,633,309
2012
NT$
US$ (Note 2)
$ 48,429
$ 1,638
6,968
235
41,461
1,403
894,437
30,258
163,731
5,539
34
1
19,819
670
1,027
35
$1,120,509
$37,906

F-31

18. DUE TO THE CENTRAL BANK AND OTHER BANKS

Call loans from banks . . . . . . . . . . . . . . . . . . . . . . . .
Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$17,514,617
567,491
10,971
$18,093,079
2011
NT$
$11,236,270
544,952
4,509
$11,785,731
2012
NT$
US$ (Note 2)
$11,259,482
$380,903
316,051
10,692
99,425
3,363
$11,674,958
$394,958

19. SHORT-TERM LOANS

December December 31
2010 2011 2012
NT$ NT$ NT$ US$ (Note 2)
Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 600,000 $ 1,120,000 $ 920,000 $ 31,123
Commercial papers, net . . . . . . . . . . . . . . . . . . . . . . 449,804 249,929 49,980 1,691
$ 1,049,804 $ 1,369,929 $ 969,980 $ 32,814
Interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.23%-1.35% 1.30%-1.56% 1.32%-1.41% 1.32%-1.41%

The status of commercial papers as of December 31, 2010, 2011 and 2012 was as follows:

International Financial Securities Co. . . . . . . . . . . .
Ta Chong Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shanghai Commercial & Savings Bank . . . . . . . . .
Taishin Securities Co., Ltd. . . . . . . . . . . . . . . . . . . .
E. Sun Securities Co., Ltd. . . . . . . . . . . . . . . . . . . .
Less: Unamortized discount on commercial
papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31 December 31
2010
2011
NT$
NT$
$ —
$ 50,000
200,000
200,000
130,000

70,000

50,000

450,000
250,000
196
71
$ 449,804
$ 249,929
1.28%-1.30% 0.77%-0.86%
2012
NT$
US$ (Note 2)
$50,000
$1,692








50,000
1,692
20
1
$49,980
$1,691
1.38%
1.38%

F-32

20. PAYABLES

Checks for clearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables on factoring business . . . . . . . . . . . . . . . . . . . .
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities settlement payables . . . . . . . . . . . . . . . . . . . . .
Payables on consigned funds . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 613,383
1,262,005
801,959
653,475
197,294
233,890
115,458
286,504
323,824
$4,487,792
2011
NT$
$ 817,187
1,444,275
864,256
332,333
457,695
180,063
102,244
137,291
355,881
$4,691,225
2012
NT$
US$ (Note 2)
$1,671,862
$ 56,558
1,252,816
42,382
997,766
33,754
503,574
17,036
499,185
16,887
176,701
5,978
166,815
5,643
111,972
3,788
327,486
11,079
$5,708,177
$193,105

21. DEPOSITS AND REMITTANCES

Checking deposits . . . . . . . . . . . . . . . . . . . . . . . .
Demand deposits . . . . . . . . . . . . . . . . . . . . . . . . .
Demand savings . . . . . . . . . . . . . . . . . . . . . . . . . .
Time savings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Negotiable certificates of deposit . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remittances . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31 December 31
2010
NT$
$ 2,529,351
27,641,295
47,673,495
87,564,567
25,136,500
157,280,008
35,367
$347,860,583
2011
NT$
$ 3,695,949
28,301,271
50,602,247
86,199,374
24,478,500
176,716,076
5,145
$369,998,562
2012
NT$
US$ (Note 2)
$ 2,974,630
$ 100,630
31,614,166
1,069,491
52,960,380
1,791,623
87,548,604
2,961,726
23,138,500
782,764
193,672,326
6,551,838
24,660
834
$391,933,266
$13,258,906
US$ (Note 2)
$ 100,630
1,069,491
1,791,623
2,961,726
782,764
6,551,838
834
$13,258,906

22. BANK DEBENTURES

Item
Senior bank
debentures—10-year
maturity; fourth issue in
2005 . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; first issue in
2006 . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; first issue in
2007 . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; second issue
in 2007 . . . . . . . . . . . . .
Issuance Period
2005.08.26-
2015.08.26
2006.12.27-
2013.12.27
2007.02.13-
2014.02.13
2007.03.12-
2014.03.12
Note
Interest payable on August 26 each
year; fixed interest rate at 2.30%
Interest payable on December 27
each year; floating interest rate;
associated press 90 days interest
plus 0.45%
A coupons: Interest payable on
February 13 each year; floating
interest rate B coupons: Interest
payable on February 13 each year;
fixed interest rate at 2.55%
Interest payable on March 12 each
year; floating interest rate
Decem ber 31
2010
NT$
$3,000,000
2,000,000
2,000,000
1,000,000
2011
NT$
$3,000,000
2,000,000
2,000,000
1,000,000
2012
NT$
US$ (Note 2)
$3,000,000
$101,488
2,000,000
67,659
2,000,000
67,659
1,000,000
33,830

(Continued)

F-33

Item
Subordinated bank
debentures—five and a half
years’ maturity; third issue in
2007 . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; first issue in
2008 . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; first issue in
2010 . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; second issue in
2010 . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; first issue in
2011 . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; first issue in
2012 . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; 1-1 issue in 2005;
acquired from Chinfon
Bank . . . . . . . . . . . . . . . . . . .
Subordinated bank
debentures—seven-year
maturity; 1-1 issue in 2002;
acquired from Chinfon
Bank . . . . . . . . . . . . . . . . . . .
Total bank debentures . . . . . . .
Add: Unrealized valuation loss
(Notes 14, 23 and 34) . . . . . .
Issuance Period
2007.09.26-
2013.03.26
2008.06.17-
2015.06.17
2010.05.18-
2017.05.18
2010.09.29-
2017.09.29
2011.11.10-
2018.11.10
2012.06.27-
2019.06.27
2005.06.28-
2012.06.28
Matured on
2009.06.28
Note
Interest payable on September 26
each year (will be paid on March
26 in the last year); floating
interest rate
A coupons: Interest payable on
June 17 each year; 3.90% fixed
interest rate B coupons: Interest
payable on June 17 each year;
floating interest rate
Interest payable on May 18 each
year; fixed interest rate at 2.98%
Interest payable on September 29
each year; fixed interest rate at
2.10%
Interest payable on November 10
each year; fixed interest rate at
1.95%
Interest payable on June 27 each
year; fixed interest rate at 1.75%
Interest payable on simple interest
every half year; floating interest
rate; repayable in five equal
annual installments from the third
year of issuance
Decem ber 31
2010
NT$
$ 2,000,000
2,400,000
2,000,000
2,000,000


176,620
300
16,576,920
212,676
$16,789,596
2011
NT$
$ 2,000,000
2,400,000
2,000,000
2,000,000
3,500,000

90,900
240
19,991,140
239,140
$20,230,280
2012
NT$
US$ (Note 2)
$ 2,000,000
$ 67,659
2,400,000
81,191
2,000,000
67,659
2,000,000
67,659
3,500,000
118,404
3,000,000
101,488
4,460
151
240
8
22,904,700
774,855
167,423
5,663
$23,072,123
$780,518

(Concluded)

The hedging transactions with regard to the above bank debentures are shown in Note 34.

23. OTHER FINANCIAL LIABILITIES

23. OTHER FINANCIAL LIABILITIES
Principal of structured notes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments held for hedging (Note 34) . . . . . . . . .
Lease payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appropriations loan funds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities sold under repurchase agreements . . . . . . . . . . . . . .
December 31
2010
NT$
$ —
130,382
15,450
257
360

$146,449
2011
NT$
$459,005
168,404
13,093
78

213,870
$854,450
2012
NT$
US$ (Note 2)
$730,962
$24,728
207,093
7,006
12,819
434
35
1




$950,909
$32,169

F-34

Under related laws and regulations, effective January 1, 2011, the principal received on structured financial instruments should not be classified as deposits. Thus, such principal is no longer included in the mandatory reserve deposit, in calculating various ratios or statutory limits.

24. OTHER LIABILITIES

Accrued pension cost (Note 25) . . . . . . . . . . . . . . . . . . . . . . . .
Advance receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserve for guarantee obligations (Note 9) . . . . . . . . . . . . . . .
Temporary receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$407,511
202,154
20,660
28,324
18,052
$676,701
2011
NT$
$408,397
270,537
65,454
32,486
12,646
$789,520
2012
NT$
US$ (Note 2)
$403,009
$13,633
277,618
9,392
80,673
2,729
49,119
1,662
32,103
1,086
$842,522
$28,502

25. PENSION PLANS

Under a defined benefit plan based on the Labor Standards Law (LSL), the Bank recognizes pension liabilities based on the actuarial report. The Bank contributes amounts equal to 2% of total monthly salaries and wages to a pension fund. The pension fund is deposited in the Bank of Taiwan in the committee’s name.

Far Eastern Life Insurance Agency Co., Ltd. contributes amounts equal to 2% of total monthly salaries and wages to a pension fund which is deposited in the Bank of Taiwan. Because the balance of the pension fund as of September 30, 2010 is sufficient for paying pension obligations, further contributions to the pension fund have been suspended since October 2010 with the approval of the Department of Labor.

The pension plan under the Labor Pension Act (LPA) is a defined contribution plan. For employees subject to the LPA, the Bank and its subsidiaries make contributions to their individual pension accounts at 6% of their salaries and wages monthly. Related pension costs were NT$81,019 thousand in 2010; NT$93,076 thousand in 2011; and NT$104,747 thousand (approximately US$3,544 thousand) in 2012.

Other information on the Bank’s defined benefit pension is summarized as follows:

a. Net pension cost

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Projected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010
NT$
$18,058
19,292
7,226
(3,521)
$41,055
2011
NT$
$12,685
17,798
3,408
(5,068)
$28,823
2012
NT$
US$ (Note 2)
$11,858
$ 401
16,175
547
4,056
137
(5,386)
(182)
$26,703
$ 903

F-35

  • b. Reconciliation of the funded status of the plan and accrued pension cost as of December 31, 2010, 2011 and 2012:
Benefit obligation
Vested benefit obligation . . . . . . . . . . . . . . . . . . . . . . .
Non-vested benefit obligation . . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation . . . . . . . . . . . . . . . . . .
Additional benefit based on future salaries . . . . . . . . .
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net transitional obligation . . . . . . . . . . . . . . .
Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ (61,057)
(483,897)
(544,954)
(252,248)
(797,202)
245,390
(551,812)
7,226
(25,644)
162,719
$(407,511)
$ 71,718
2011
NT$
$ (90,935)
(488,400)
(579,335)
(246,662)
(825,997)
260,879
(565,118)
6,570
(24,444)
174,595
$(408,397)
$ 103,424
2012
NT$
US$ (Note 2)
$(105,785)
$ (3,579)
(576,302)
(19,496)
(682,087)
(23,075)
(285,699)
(9,665)
(967,786)
(32,740)
279,571
9,458
(688,215)
(23,282)
5,914
200
(23,244)
(786)
302,536
10,235
$(403,009)
$(13,633)
$ 119,130
$ 4,030

c. Actuarial assumptions on pension obligation

Discount rate used in determining present values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Future salary increase rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December December 31
2012
1.80%
2.50%
1.50%
2010
2.25%
2.50%
2.00%
2011
2.00%
2.50%
2.00%

d. Summary of changes in the pension fund

Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$225,688
18,502
3,681
(2,481)
$245,390
2011
NT$
$245,390
18,290
2,983
(5,784)
$260,879
2012
NT$
US$ (Note 2)
$260,879
$8,825
18,614
630
2,598
88
(2,520)
(85)
$279,571
$9,458

F-36

26. INCOME TAX

  • a. A reconciliation of income tax expense based on income (loss) before income tax at the statutory rate of 17% and income tax expense was as follows:
2010
Income tax expense at the 17% statutory rate . . . . . . . . . . . . . . . . . . . . .
Tax effects of the net income of the OBU . . . . . . . . . . . . . . . . . . . . . . .
Tax effect of adjusting items:
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable before loss carryforwards . . . . . . . . . . . . . . . . . . . .
Loss carryforwards used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional income tax under the Alternative Minimum Tax Act . . . . . .
Current income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax adjustments
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of tax law changes on deferred income tax . . . . . . . . . . . . .
Provision for valuation loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments for prior years’ tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overseas branch income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Bank
NT$
2011
Income tax expense at the 17% statutory rate . . . . . . . . .
$ 418,930
Tax effects of the net income of the OBU . . . . . . . . . . . .
(36,115)
Tax effect of adjusting items:
Permanent differences . . . . . . . . . . . . . . . . . . . . . . .
(359,152)
Temporary differences . . . . . . . . . . . . . . . . . . . . . . .
(28,120)
Income tax payable before loss carryforwards . . . . . . . .
(4,457)
Loss carryforwards (used) . . . . . . . . . . . . . . . . . . . . . . . .
4,457
Additional income tax under the Alternative Minimum
Tax Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197,692
Current income tax expense . . . . . . . . . . . . . . . . . . . . . .
197,692
Deferred income tax adjustments
Temporary differences . . . . . . . . . . . . . . . . . . . . . . .
28,120
Loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . .
11,008
Investment tax credits . . . . . . . . . . . . . . . . . . . . . . .
4,641
Provision (reversal of provision) for valuation
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(156,588)
Adjustments for prior years’ tax . . . . . . . . . . . . . . . . . . .
(2,277)
Overseas branch income tax . . . . . . . . . . . . . . . . . . . . . .
8,468
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 91,064
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
FEAMC
NT$
$(10,636)

25,350
(56)
14,658
(13,013)

1,645
56
13,013


(4,139)

$ 10,575
The Bank
FEAMC
FELIA
FEPIA
NT$
NT$
NT$
NT$
$ 510,702
$ 1,726
$36,704
$1,750
(71,636)



(426,599)
(1,452)
1,275
255
228,052
(34)


240,519
240
37,979
2,005
(240,519)
(240)


226,257



226,257

37,979
2,005
(228,052)
34


285,661
240


5,634



283,905
4,773


226,377



2,309
(7)


5,658



$ 807,749
$ 5,040
$37,979
$2,005
FELIA
FEPIA
FEIS
FEI Brokerage
NT$
NT$
NT$
NT$
$45,410
$1,465
$(7,330)
$(428)




1,275
595
428



559
18
46,685
2,060
(6,343)
(410)


6,343
410




46,685
2,060




(559)
(18)


(6,343)
(410)






6,874
428


28





$46,685
$2,060
$ —
$ —
Total
NT$
$ 550,882
(71,636)
(426,521)
228,018
280,743
(240,759)
226,257
266,241
(228,018)
285,901
5,634
288,678
226,377
2,302
5,658
$ 852,773
Total
NT$
$447,411
(36,115)
(331,504)
(27,599)
52,193
(1,803)
197,692
248,082
27,599
17,268
4,641
(149,286)
(6,388)
8,468
$150,384

(Continued)

F-37

2012
Income tax expense at the 17% statutory rate . . . . . . . . . . . . . .
Tax effects of the net income of the OBU . . . . . . . . . . . . . . . . .
Tax effect of adjusting items:
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable before loss carryforwards . . . . . . . . . . . . .
Loss carryforwards (used) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional income tax under the Alternative Minimum Tax
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax adjustments
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (reversal of provision) for valuation loss . . . . . .
Adjustments for prior years’ tax . . . . . . . . . . . . . . . . . . . . . . . .
Overseas branch income tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Bank FEAMC FELIA
NT$
$59,803

(85)

59,718


59,718






$59,718
FEPIA FEIS FEI Brokerage Total
NT$
$ 486,967
(112,212)
(169,730)
106,343
NT$
$(22,705)

24,211
(15)
1,491


1,491
15



(131)

$ 1,375
NT$
$2,094



2,094


2,094






$2,094
NT$
$522,879
(112,212)
(145,892)
106,344
311,368
(311,368)
133,180
371,119
(307,816)
133,180
133,180
(106,343)
288,593
3,428
(50,326)
3,866
28,738
196,483
(106,344)
285,041
3,428
(46,730)
3,707
28,738
$ 301,136 $364,323

(Concluded)

2012
Income tax expense at the 17% statutory rate . .
Tax effects of the net income of the OBU . . . . .
Tax effect of adjusting items:
Permanent differences . . . . . . . . . . . . . . . .
Temporary differences . . . . . . . . . . . . . . . .
Income tax payable before loss
carryforwards . . . . . . . . . . . . . . . . . . . . . . . . .
Loss carryforwards (used) . . . . . . . . . . . . . . . . .
Additional income tax under the Alternative
Minimum Tax Act . . . . . . . . . . . . . . . . . . . . .
Current income tax expense . . . . . . . . . . . . . . . .
Deferred income tax adjustments
Temporary differences . . . . . . . . . . . . . . . .
Loss carryforwards . . . . . . . . . . . . . . . . . . .
Investment tax credits . . . . . . . . . . . . . . . .
Provision (reversal of provision) for
valuation loss . . . . . . . . . . . . . . . . . . . . .
Adjustments for prior years’ tax . . . . . . . . . . . .
Overseas branch income tax . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . .
The Bank FEAMC
US$ (Note 2)
$(768)

819

51


51




(4)

$ 47
FELIA FEPIA FEIS FEI Brokerage Total
US$ (Note 2)
$ 16,474
(3,796)
(5,742)
3,597
10,533
(10,533)
4,505
4,505
(3,597)
9,763
116
(1,702)
130
972
$ 10,187
US$ (Note 2)
$2,023

(3)

2,020


2,020






$2,020
US$ (Note 2)
$71



71


71






$71
US$ (Note 2)
$(121)

(10)
1
(130)
130



(130)

131
(1)

$ —
US$ (Note 2)
$ 10



10
(10)



10

(10)


$ —
US$ (Note 2)
$ 17,689
(3,796)
(4,936)
3,598
12,555
(10,413)
4,505
6,647
(3,597)
9,643
116
(1,581)
125
972
$ 12,325

F-38

b. Deferred income tax net assets were as follows:

Unused loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unused investment tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for possible losses in excess of the limit . . . . . . . . . . . . . . . . . .
Amortization of premium on bonds investment . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension cost in excess of the limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on impairment of assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2010 December 31, 2010 December 31, 2010
The Bank
NT$
$1,182,301
9,755
147,456
87,188
73,174
46,821
2,541
11,703
1,560,939
594,115
$ 966,824
FEAMC
NT$
$8,874

961





9,835

$9,835
Total
NT$
$1,191,175
9,755
148,417
87,188
73,174
46,821
2,541
11,703
1,570,774
594,115
$ 976,659
Unused loss carryforwards . . . . . . . . . . . . . . . . .
Unused investment tax credits . . . . . . . . . . . . . .
Allowance for possible losses in excess of the
limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension cost in excess of the limit . . . . . . . . . . .
Unrealized gain on derivatives . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Valuation allowance . . . . . . . . . . . . . . . . .
December 31, 2011 December 31, 2011 December 31, 2011
The Bank
NT$
$1,171,293
5,114
244,420
46,957
(50,091)
12,288
1,429,981
350,338
$1,079,643
FEAMC
NT$
$ —

905



905

$905
FEIS
NT$
$45,196


301

1,123
46,620
46,620
$ —
FEI Brokerage
NT$
$ 977


44


1,021
1,021
$ —
Total
NT$
$1,217,466
5,114
245,325
47,302
(50,091)
13,411
1,478,527
397,979
$1,080,548
Unused loss carryforwards . . . . . . . . . . . . . . . . .
Unused investment tax credits . . . . . . . . . . . . . .
Allowance for possible losses in excess of the
limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension cost in excess of the limit . . . . . . . . . . .
Unrealized gain on derivatives . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Valuation allowance . . . . . . . . . . . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012
The Bank
NT$
$ 882,700
1,686
286,491
46,261
(67,012)
12,380
1,162,506
268,959
$ 893,547
FEAMC
NT$
$ —

890



890

$890
FEIS
NT$
$49,171


479

854
50,504
50,504
$ —
FEI Brokerage
NT$
$685


48


733
733
$ —
Total
NT$
$ 932,556
1,686
287,381
46,788
(67,012)
13,234
1,214,633
320,196
$ 894,437

F-39

Unused loss carryforwards . . . . . . . .
Unused investment tax credits . . . . .
Allowance for possible losses in
excess of the limit . . . . . . . . . . . . .
Pension cost in excess of the limit . .
Unrealized gain on derivatives . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . .
Less: Valuation allowance . . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012
The Bank FEAMC FEIS FEI Brokerage Total
US$ (Note 2)
$31,548
57
9,722
1,583
(2,267)
447
41,090
10,832
$30,258
US$ (Note 2)
$29,861
57
9,692
1,565
(2,267)
419
39,327
9,099
$30,228
US$ (Note 2)
$—

30



30

$30
US$ (Note 2)
$1,664


16

28
1,708
1,708
$ —
US$ (Note 2)
$23


2


25
25
$—
  • c. Information on the Bank’s integrated income tax is as follows:

As of December 31, 2010, 2011 and 2012, the balances of imputation credits allocable to the shareholders were NT$36,417 thousand; NT$23,184 thousand; and NT$11,122 thousand (approximately US$376 thousand), respectively.

The creditable ratios for the distribution of the earnings of 2010, 2011 and 2012 were 13.77%, 10.02% and 5.63% (estimated), respectively.

There were no unappropriated earnings generated before 1997.

  • d. As of December 31, 2012, the Bank and its subsidiaries had unused loss carryforwards, with expiry years as follows:
The Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Far Eastern International Securities Co., Ltd. . . . . . . . . . . . . . . .
Far Eastern Insurance Brokerage Co., Ltd. . . . . . . . . . . . . . . . . .
Unused Amount
NT$
US$ (Note 2)
$478,475
$16,187
(assessed)
381,450
12,904
(assessed)
22,775
770
(declared)
$882,700
$29,861
$ 11,329
$ 383
(assessed)
18,418
623
(assessed)
9,106
308
(assessed)
6,474
219
(declared)
3,844
130
(estimated)
$ 49,171
$ 1,663
$ 275
$ 9
(assessed)
410
14
(assessed)
$ 685
$ 23
Expiry Year
2017
2018
2021
2018
2019
2020
2021
2022
2020
2021
  • e. The income tax returns of the Bank, Far Eastern Asset Management Co., Ltd., Far Eastern Property Insurance Agency Co., Ltd., Far Eastern Life Insurance Agency and Far Eastern International Securities Co., Ltd. through 2010 had been assessed by the tax authorities. The income tax returns of Far Eastern Insurance Brokerage Co., Ltd. through 2011 had been assessed by the tax authorities.

F-40

27. SHAREHOLDERS’ EQUITY

Appropriation of Earnings and Dividend Policy

The Bank’s Articles of Incorporation provide that the appropriations from the Bank’s annual earnings less its losses and all taxes and dues must be in the following order:

  • a. 30% as legal reserve;

  • b. Special reserve based on the relevant law or regulations; and

  • c. A portion to be retained on the basis of operational needs.

  • d. Any remainder:

Shareholders’ bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remuneration to directors and supervisors . . . . . . . . . . . . . . . . . . . . . . .
Employees’ bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
%
92
2
6
100

The dividend policy of the Bank will be evaluated and adjusted after taking into account such factors as the present environment and future operation plans, and its cash dividends should not be less than 10% of total dividends distributed.

The Banking Law provides that, unless legal reserve reached the Bank’s paid-in capital, cash dividends are limited to 15% of paid-in capital.

Under the Company Law, legal reserve should be appropriated until it has reached the Bank’s paid-in capital. This reserve may be used to offset a deficit. According to an amendment to the Company Law, when the Bank has no deficit and its legal reserve has exceeded 25% of its paid-in capital, the excess may be distributed in the form of stocks or cash.

The appropriations of earnings for the 2009, 2010 and 2011, which were approved in the shareholders’ meetings on June 21, 2010, June 15, 2011 and June 26, 2012, respectively, were as follows:

Legal reserve . . . . . . . . . .
Cash dividends . . . . . . . .
Stock dividends . . . . . . . .
Appropriation of Earnings Appropriation of Earnings Appropriation of Earnings Dividends Per Share(Dollars) Dividends Per Share(Dollars) Dividends Per Share(Dollars)
2009 2010 2011 2009 2010 2011
NT$
$ 372,276
193,380
674,895
NT$
$ 658,426
501,787
1,033,682
NT$
US$ (Note 2)
$ 711,970
$24,086
529,640
17,917
1,131,311
38,272
$2,372,921
$80,275
NT$
$0.100
0.349
NT$
$0.250
0.515
NT$ US$ (Note 2)
$0.250
$0.008
0.534
0.018
$1,240,551 $2,193,895

The employees’ bonus (in stocks) and the remuneration to directors and supervisors approved in the foregoing shareholders’ meetings were NT$75,502 thousand, NT$133,519 thousand and NT$144,431 thousand (approximately US$4,886 thousand) on the earnings of 2009, 2010 and 2011, respectively, and had no difference from the related estimates shown in the 2009, 2010 and 2011 financial statements.

The employees’ stock bonus for 2009 of 5,862 thousand shares was determined at NT$9.66 per share, the closing price of the Bank’s common stock (after considering the effect of cash and stock dividends) of the day preceding the shareholders’ meeting. As a result, the retained earnings of 2010 decreased by NT$1,993 thousand. The employees’ stock bonus for 2010 of 8,043 thousand shares was determined at NT$12.45 per share, the

F-41

closing price of the Bank’s common stock (after considering the effect of cash and stock dividends) of the day preceding the shareholders’ meeting. As a result, the retained earnings of 2011 decreased by NT$19,706 thousand. The employees’ stock bonus for 2011 of 10,568 thousand shares was determined at NT$10.25 per share, the closing price of the Bank’s common stock (after considering the effect of cash and stock dividends) of the day preceding the shareholders’ meeting. As a result, the additional paid-in capital of 2012 increased by NT$2,642 thousand (approximately US$89 thousand).

The appropriations of earnings for 2012 proposed by the Board of Directors on March 20, 2013 were as follows:

Legal reserve . . . . . . . . . . . . . . . . . . . . . .
Special reserve . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . .
Stock dividends . . . . . . . . . . . . . . . . . . . .
Appropriation of Earnings
NT$
US$ (Note 2)
$ 769,012
$26,015
173,800
5,880
515,720
17,447
1,105,434
37,396
$2,563,966
$86,738
Dividends Per Share(Dollars)
NT$
US$ (Note 2)
$0.230
$0.008
0.493
0.017

The employees’ bonus (in stocks) and the remuneration to directors and supervisors proposed in the foregoing Board of Directors meetings were NT$105,727 thousand (approximately US$3,577 thousand) and NT$35,243 thousand (approximately US$1,192 thousand), respectively, on earnings of 2012. The proposed amounts were the same as the estimates made in 2012 according to the Bank’s Article of Incorporation. If the actual amounts approved by the shareholders differ from the proposed amounts, the differences are recorded in the year of shareholders’ resolution as a change in accounting estimate.

Under the Integrated Income Tax System, ROC-resident shareholders will be allocated a tax credit for the distribution of earnings that the Bank generated after January 1, 1998, the balance of which is maintained in the imputation credits account (ICA). The allocation of income tax credits is based on a creditable tax ratio, which is determined on the dividend ex-right date.

The Bank’s foreign shareholders are not entitled to the foregoing tax credits, except those related to the 10% income tax on unappropriate earnings actually paid by the Bank. If dividends distributed to foreign shareholders are from the earnings subject to an additional 10% income tax, the tax can be used by the foreign shareholders to reduce the final withholding tax on their dividends income.

Information on the employees’ bonus and remuneration to directors and supervisors is available on the Market Observations Post System Website of the Taiwan Stock Exchange.

Capital Surplus

The capital surplus from shares issued in excess of par (including treasury stock transactions) may be used to offset deficit, or, if the Bank has no deficit, distributed as cash dividends or transferred to capital (limited to a certain percentage of the Bank’s paid-in capital and once a year). However, capital surplus arising from equitymethod investments may not be used for any purpose.

F-42

Unrealized Valuation Gain (Los s ) on Available-for-sale Financial Assets

The movements of unrealized gain or loss on financial instruments included in shareholders’ equity on December 31, 2010, 2011 and 2012 were as follows:

Year ended December 31, 2010
Balance, beginning of year . . . . . . . . .
Change in fair value . . . . . . . . . . . . . .
Transferred to profit or loss . . . . . . . . .
Equity-method investments . . . . . . . . .
Balance, end of year . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Available-
for-sale
Financial Assets
NT$
$ 97,958
145,833
(139,700)

$ 104,091
Available-
for-sale
Financial Assets
NT$
$ 97,958
145,833
(139,700)

$ 104,091
Equity-method
Investments
NT$
$ 62,628


(18,693)
$ 43,935
Equity-method
Investments
NT$
$ 62,628


(18,693)
$ 43,935
Equity-method
Investments
NT$
$ 62,628


(18,693)
$ 43,935
Year ended December 31, 2011
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Available-for-sale
Financial Assets
$ 104,091
145,679
(262,309)

$ (12,539)
Equity-method
Investments
NT$
US$ (Note 2)
$ (12,539)
$ (424)
130,474
4,414
(310,517)
(10,505)


$(192,582)
$ (6,515)
NT$
US$ (Note 2)
$ 30,197
$1,021




(11,415)
(386)
$ 18,782
$ 635

F-43

29. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share (EPS) was based on the net income of the Bank’s shareholders; the numerators and denominators used in calculating basic and diluted earnings per share were as follows:

Year ended December 31, 2010
Basic EPS
Income attributable to common
shareholders . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive potential common stock
Employees’ bonus . . . . . . . . . . . . . . . . . . . . .
Diluted EPS
Income attributable to common shareholders
plus effect of potential dilutive common
stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2010
Basic EPS
Income attributable to common
shareholders . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive potential common stock
Employees’ bonus . . . . . . . . . . . . . . . . . . . . .
Diluted EPS
Income attributable to common shareholders
plus effect of potential dilutive common
stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2010
Basic EPS
Income attributable to common
shareholders . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive potential common stock
Employees’ bonus . . . . . . . . . . . . . . . . . . . . .
Diluted EPS
Income attributable to common shareholders
plus effect of potential dilutive common
stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2010
Basic EPS
Income attributable to common
shareholders . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive potential common stock
Employees’ bonus . . . . . . . . . . . . . . . . . . . . .
Diluted EPS
Income attributable to common shareholders
plus effect of potential dilutive common
stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$(Numerator) NT$(Numerator) NT$(Numerator) NT$(Numerator) NT$(Numerator) NT$(Numerator) NT$(Numerator) Shares
(Denominator)
(In Thousands)
Shares
(Denominator)
(In Thousands)
Shares
(Denominator)
(In Thousands)
EPS(Dollars) EPS(Dollars) EPS(Dollars) EPS(Dollars) EPS(Dollars)
Before
Income
Tax
After
Income
Tax
Before
Income Tax
After
Income Tax

NT$
$3,004,127

$3,004,127
NT$
$2,196,378

$2,196,378
2,218,949
9,503
2,228,452
NT$
$1.35
$1.35
NT$
$0.99
$0.99
$1.07
$1.06
Year ended December 31, 2011
Basic EPS
Income attributable to co
shareholders . . . . . . .
Effect of dilutive potential co
Employees’ bonus . . . . .
Diluted EPS
Income attributable to co
plus effect of potential
stock . . . . . . . . . . . . .
Year ended December 31, 2012
Basic EPS
Income attributable to common
shareholders . . . . . . . . . . . . .
Effect of dilutive potential common
stock
Employees’ bonus . . . . . . . . . .
Diluted EPS
Income attributable to common
shareholders plus effect of
potential dilutive common
stock . . . . . . . . . . . . . . . . . . .
mmon
. . . . . . . . . . . . . . . . $2,464,295
mmon stock
. . . . . . . . . . . . . . . .

mmon shareholders
dilutive common
. . . . . . . . . . . . . . . . $2,464,295
Amount (Numerator)
2,226,120
$1.11
13,264
2,239,384
$1.10
EPS (Dollars)
Before Income Tax After Income Tax Before Income Tax After Income Tax
NT$
$2,864,509

$2,864,509
US$
(Note 2)
$96,905

$96,905
NT$
$2,563,373

$2,563,373
US$
(Note 2)
$86,718

$86,718
2,234,521
14,186
2,248,707
NT$
US$
(Note 2)
$1.28
$0.04
$1.27
$0.04
NT$
US$
(Note 2)
$1.15
$0.04
$1.14
$0.04

F-44

The weighted average number of shares outstanding for EPS calculation was retroactively adjusted for the issuance of stock dividends. This adjustment caused decreases in (a) the basic and the diluted after income tax EPS from NT$1.10 and NT$1.09 to NT$0.99 and NT$0.99 in 2010; and (b) the basic and diluted after income tax EPS from NT$1.12 and NT$1.12 to NT$1.07 and NT$1.06 in 2011.

Based on Interpretation 2008-169 issued by the Accounting Research and Development Foundation, employees’ bonus for the current year should be considered in calculating the weighted-average number of shares outstanding used for calculating diluted EPS, and the number of bonus shares is estimated by dividing the entire amount of the bonus by the closing share price at the balance sheet date. The dilutive effect of the potential shares should be included in the calculation of diluted EPS until the shareholders resolve the number of shares to be distributed as employees’ bonus at their meeting in the following year.

30. RELATED-PARTY TRANSACTIONS

The Bank and its subsidiaries had business transactions with the following related parties:

Related Party
Yuan Long Stainless Steel Co., Ltd. . . . . . . . . . . . . . . . .
Far Eastern New Century Corp. . . . . . . . . . . . . . . . . . . . .
Ding Ding Integrated Marketing Service Co. . . . . . . . . .
Asia Cement Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Far Eastern Department Store Corp. . . . . . . . . . . . . . . . .
Yuan Ding Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Far Eastern Geant Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . .
Bai Ding Investment Co. . . . . . . . . . . . . . . . . . . . . . . . . .
Ding Ding Hotel Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . .
New Century InfoComm Tech Co., Ltd. . . . . . . . . . . . . .
U-Ming Marine Transport Corp. . . . . . . . . . . . . . . . . . . .
Far Eastern Resource Development Co., Ltd. . . . . . . . . .
Oriental Union Chemical Corp. . . . . . . . . . . . . . . . . . . . .
Bai Yang Investment Co. . . . . . . . . . . . . . . . . . . . . . . . . .
Dah Chung Bills Finance Corp. . . . . . . . . . . . . . . . . . . . .
Oriental Securities Corp. (“Oriental”) . . . . . . . . . . . . . . .
Everest Textile Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .
Far Eastern City Super Co., Ltd. . . . . . . . . . . . . . . . . . . .
Far Eastern General Construction Inc. (“FEGC”) . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Relationship with the Bank and Its Subsidiaries
Equity-method investee of Far Eastern Asset
Management Co., Ltd.
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Chairman is the vice-chairman of the Bank
Director of the Board is the vice-chairman of the
Bank
Equity-method investee
The chairman of Oriental’s major shareholder is the
vice-chairman of the Bank
Chairman is a second-degree relative of the vice-
chairman of the Bank
Chairman is a second-degree relative of the vice-
chairman of the Bank
The chairman of FEGC’s ultimate parent company is
the vice-chairman of the Bank
The Bank’s supervisors, managers, chairman, vice-
chairman, or their second-degree relatives

F-45

The significant transactions and account balances with the above parties (in addition to those disclosed in other notes) are summarized as follows:

a. Loans to other banks

Related Party
Dah Chung Bills Finance Corp.
Year ended December 31, 2010—NT$ . . . . . . . . . . . . . . .
Year ended December 31, 2011—NT$ . . . . . . . . . . . . . . .
Year ended December 31, 2012—NT$ . . . . . . . . . . . . . . .
—US$ (Note 2) . . . . . . .
Ending Balance
$ —
$425,000
$570,000
$ 19,283
Interest Rates
Interest Income
0.11%-0.41%
$ 879
0.40%-0.78%
$1,263
0.41%-0.72%
$2,999
0.41%-0.72%
$ 101
Interest Income Interest Income
$ 879
$1,263
$2,999
$ 101

b. Loans

Category
Year ended
December 31, 2010
Consumer loan
Loans for residential
mortgage
Others
Related Party Highest Balance
in Current
Period
Ending
Balance
Normal
Loans
Nonperforming
Loans
Collateral Transactions
Terms
Different
from Those
for
Unrelated
Parties
One individual
Eight
individuals
Yuan Long
Stainless Steel
Co., Ltd.
Asia Cement
Corp.
Far Eastern
New Century
Corp.
Bai Ding
Investment
Co.
Far Eastern
Geant Co.,
Ltd.
Far Eastern
Department
Store Corp.
U-Ming
Marine
Transport
Corp.
Everest
Textile Co.,
Ltd.
Oriental
Union
Chemical
Corp.
NT$
$ 684
96,174
1,752,374
980,000
785,483
495,000
460,000
450,000
150,000
81,853
40,000
NT$
$ 528
77,096
1,740,000
530,000
106,680
96,000




NT$
$ 528
77,096
1,740,000
530,000
106,680
96,000




NT$
$—










$—
Unsecured loan
Real estate
Real estate and
machinery
Listed and OTC stock
Machinery
Listed, OTC and
unquoted stock
Real estate
Listed, OTC and
unquoted stock
Listed stock
Real estate
Listed stock
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
$2,550,304 $2,550,304

F-46

Category
Year ended
December 31, 2011
Consumer loan
Loans for residential
mortgage
Others
Related Party Highest Balance
in Current
Period
Ending
Balance
Normal
Loans
Nonperforming
Loans
Collateral Transactions
Terms
Different
from Those
for
Unrelated
Parties
Two
individuals
Eight
individuals
Yuan Long
Stainless Steel
Co., Ltd.
U-Ming
Marine
Transport
Corp.
Far Eastern
Department
Store Corp.
Bai Ding
Investment
Co.
Far Eastern
New Century
Corp.
Everest
Textile Co.,
Ltd.
Asia Cement
Corp.
Far Eastern
Geant Co.,
Ltd.
Oriental
Union
Chemical
Corp.
NT$
$ 1,101
78,810
1,850,000
1,315,000
850,000
449,000
219,217
88,457
995,000
460,000
40,000
NT$
$ 832
60,224
1,820,000
1,270,000
550,000
322,000
4,048
170


NT$
$ 832
60,224
1,820,000
1,270,000
550,000
322,000
4,048
170


NT$
$—










$—
Unsecured loan
Real estate
Real estate and
machinery
Listed stock
Listed, OTC and
unquoted stock
Listed, OTC and
unquoted stock
Machinery
Real estate
Listed and OTC stock
Real estate
Listed stock
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
$4,027,274 $4,027,274

F-47

Transactions
Terms
Different
from Those
for
Highest Balance in Unrelated
Category Related Party Current Period Ending Balance Normal Loans Nonperforming Loans Collateral Parties
NT$ US$ (Note 2) NT$ US$ (Note 2) NT$ US$ (Note 2) NT$ US$ (Note 2)
Year ended December 31, 2012
Consumer loan Three individuals $ 1,257 $ 43 $ 556 $ 19 $ 556 $ 19 $ — $— Unsecured loan Note
Loans for residential
mortgage Nine individuals 72,358 2,448 48,013 1,624 48,013 1,624 Real estate Note
Others Yuan Long Stainless Real estate and
Steel Co., Ltd. 1,850,000 62,585 1,845,000 62,415 1,845,000 62,415 machinery Note
Listed, OTC
and unquoted
Bai Ding Investment Co. 454,000 15,359 454,000 15,359 454,000 15,359 stock Note
Unquoted
Bai Yang Investment Co. 383,000 12,957 383,000 12,957 383,000 12,957 stock Note
U-Ming Marine
Transport Corp. 2,000,000 67,659 200,000 6,766 200,000 6,766 Listed stock Note
Far Eastern Geant Co.,
F-48 Ltd.
Far Eastern New
Century Corp.
100,000
37,701
3,383
1,275
30,000
5,264
1,015
178
30,000
5,264
1,015
178


Real estate
Machinery
Note
Note
Everest Textile Co., Ltd. 90,899 3,075 4,413 149 4,413 149 Real estate Note
Listed, OTC
Far Eastern Department and unquoted
Store Corp. 550,000 18,606 stock Note
Listed and
Asia Cement Corp. 30,000 1,015 OTC stock Note
$2,970,246 $100,482 $2,970,246 $100,482 $ — $—

Note: The terms of the loans were no superior to those for unrelated parties.

Interest incomes on loans were NT$22,562 thousand in 2010, NT$30,118 thousand in 2011 and NT$42,118 thousand (approximately US$1,425 thousand) in 2012, with interest rates of 0.60% to 2.67%, 0.73% to 2.74%, and 1.10% to 2.28%, respectively.

c. Guarantees

Related Party
Year ended December 31,
2010
Everest Textile Co., Ltd. . . . .
U-Ming Marine Transport
Corp. . . . . . . . . . . . . . . . . . .
Far Eastern Geant Co., Ltd. . .
Yuan Long Stainless Steel
Co., Ltd. . . . . . . . . . . . . . . .
Ding Ding Hotel Co., Ltd. . . .
Yuan Ding Co., Ltd. . . . . . . . .
Far Eastern City Super Co.,
Ltd. . . . . . . . . . . . . . . . . . . .
Far Eastern New Century
Corp. . . . . . . . . . . . . . . . . . .
New Century InfoComm Tech
Co., Ltd. . . . . . . . . . . . . . . .
Highest
Balance in
Current
Period
Ending
Balance
Reserve for
Guarantees
Reserve for
Guarantees
Interest Rates
0.60%-0.80%
0.40%
0.40%
0.60%
0.50%
0.50%
0.60%
0.60%
0.60%
0.60%-0.75%
0.50%
0.60%
0.50%
0.60%
0.40%
0.40%
0.60%
0.60%
Collateral
NT$
$305,250
300,000
300,000
60,000
43,000
14,500
3,000
782
325
NT$
$305,250
300,000
300,000
30,000
43,000
9,000
3,000
782
295
NT$
$ —








$ —
$1,536
205
150
70
15




$1,976
Real estate
Listed stock
Real estate
Real estate and machinery
Certificates of deposit
Unquoted stock
Certificates of deposit
Machinery
Certificates of deposit
Real estate
Certificates of deposit
Real estate and machinery
Unquoted stock
Certificates of deposit
Listed stock
Real estate
Machinery
Certificates of deposit
$991,327
Year ended December 31,
2011
Everest Textile Co., Ltd. . . . .
Ding Ding Hotel Co., Ltd. . . .
Yuan Long Stainless Steel
Co., Ltd. . . . . . . . . . . . . . . .
Yuan Ding Co., Ltd. . . . . . . . .
Far Eastern City Super Co.,
Ltd. . . . . . . . . . . . . . . . . . . .
U-Ming Marine Transport
Corp. . . . . . . . . . . . . . . . . . .
Far Eastern Geant Co., Ltd. . .
Far Eastern New Century
Corp. . . . . . . . . . . . . . . . . . .
New Century InfoComm Tech
Co., Ltd. . . . . . . . . . . . . . . .
307,200
43,000
60,000
16,000
3,000
300,000
300,000
782
302
$307,200
41,000
30,000
14,000
3,000



$395,200

F-49

Related Party
Year ended December 31,
2012
Everest Textile Co., Ltd. . . . . .
Ding Ding Hotel Co., Ltd. . . .
Yuan Long Stainless Steel
Co., Ltd. . . . . . . . . . . . . . . .
Yuan Ding Co., Ltd. . . . . . . . .
Far Eastern City Super Co.,
Ltd. . . . . . . . . . . . . . . . . . . .
Highest Balance in
Current Period
Ending Balance
Reserve for Guarantee
Obligations
Interest Rates
NT$
US$
(Note 2)
NT$
US$
(Note 2)
NT$
US$
(Note 2)
$311,676 $10,544 $311,676 $10,544
$1,558
$53
0.60%-0.75%
46,000
1,556
43,000
1,455
215
7
0.50%
60,000
2,030
30,000
1,015
150
5
0.60%
14,000
474
11,000
372
55
2
0.50%
3,000
101
3,000
101
15
1
0.60%
$398,676 $13,487
$1,993
$68
Highest Balance in
Current Period
Ending Balance
Reserve for Guarantee
Obligations
Interest Rates
NT$
US$
(Note 2)
NT$
US$
(Note 2)
NT$
US$
(Note 2)
$311,676 $10,544 $311,676 $10,544
$1,558
$53
0.60%-0.75%
46,000
1,556
43,000
1,455
215
7
0.50%
60,000
2,030
30,000
1,015
150
5
0.60%
14,000
474
11,000
372
55
2
0.50%
3,000
101
3,000
101
15
1
0.60%
$398,676 $13,487
$1,993
$68
Highest Balance in
Current Period
Ending Balance
Reserve for Guarantee
Obligations
Interest Rates
NT$
US$
(Note 2)
NT$
US$
(Note 2)
NT$
US$
(Note 2)
$311,676 $10,544 $311,676 $10,544
$1,558
$53
0.60%-0.75%
46,000
1,556
43,000
1,455
215
7
0.50%
60,000
2,030
30,000
1,015
150
5
0.60%
14,000
474
11,000
372
55
2
0.50%
3,000
101
3,000
101
15
1
0.60%
$398,676 $13,487
$1,993
$68
Highest Balance in
Current Period
Ending Balance
Reserve for Guarantee
Obligations
Interest Rates
NT$
US$
(Note 2)
NT$
US$
(Note 2)
NT$
US$
(Note 2)
$311,676 $10,544 $311,676 $10,544
$1,558
$53
0.60%-0.75%
46,000
1,556
43,000
1,455
215
7
0.50%
60,000
2,030
30,000
1,015
150
5
0.60%
14,000
474
11,000
372
55
2
0.50%
3,000
101
3,000
101
15
1
0.60%
$398,676 $13,487
$1,993
$68
Highest Balance in
Current Period
Ending Balance
Reserve for Guarantee
Obligations
Interest Rates
NT$
US$
(Note 2)
NT$
US$
(Note 2)
NT$
US$
(Note 2)
$311,676 $10,544 $311,676 $10,544
$1,558
$53
0.60%-0.75%
46,000
1,556
43,000
1,455
215
7
0.50%
60,000
2,030
30,000
1,015
150
5
0.60%
14,000
474
11,000
372
55
2
0.50%
3,000
101
3,000
101
15
1
0.60%
$398,676 $13,487
$1,993
$68
Collateral
NT$
US$
(Note 2)
$311,676 $10,544
46,000
1,556
60,000
2,030
14,000
474
3,000
101
NT$
$311,676
43,000
30,000
11,000
3,000
US$
(Note 2)
$10,544
1,455
1,015
372
101
NT$
US$
(Note 2)
$1,558
$53
215
7
150
5
55
2
15
1
$1,993
$68
Real estate
Certificates of deposit
Real estate and machinery
Unquoted stock
Certificates of deposit
$398,676 $13,487

d. Letters of credit issued

Asia Cement Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Everest Textile Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yuan Long Stainless Steel Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ —
32,643
11,322
$43,965
2011
NT$
$—


$—
2012
NT$
US$ (Note 2)
$ 7,118
$241
3,864
131


$10,982
$372

e. Securities transactions—buy and sell

Dah Chung Bills Finance Corp.
Year ended December 31,
2010—NT$ . . . . . . . . . . . . . . . . .
Year ended December 31,
2011—NT$ . . . . . . . . . . . . . . . . .
Year ended December 31,
2012—NT$ . . . . . . . . . . . . . . . . .
Year ended December 31,
2012—US$ (Note 2) . . . . . . . . . .
Held for Trading Available-for-Sale Available-for-Sale Short Sales
Sell
$ 50,000
$ —
$300,000
$ 10,149
Resale
Agreements
Bonds
$10,062,479
Buy
$300,000
Sell
$200,000
Buy
$100,000
Sell
$ —
Buy
$ 50,000
$450,000 $250,000 $ 50,000 $100,000 $ 50,000 $ 1,100,110
$500,000 $550,000 $100,000 $ — $350,000 $26,344,203
$ 16,915 $ 18,606 $ 3,383 $ — $ 11,840 $ 891.211

F-50

f. Derivative financial instruments—convertible bond asset swap contracts

Dah Chung Bills Finance
Corp.
Year ended December 31,
2010—NT$ . . . . . . . . . . . .
Year ended December 31,
2011—NT$ . . . . . . . . . . . .
Year ended December 31,
2012—NT$ . . . . . . . . . . . .
Year ended December 31,
2012—US$ (Note 2) . . . . .
Contract
Period
2010.01.06-
2012.08.10
2010.08.10-
2014.09.15
2011.01.14-
2015.07.12
2011.01.14-
2015.07.12
Nominal
Amount
$205,000
372,000
360,000
12,179
Valuation
Gain(Loss)
$ 712
686
(1,095)
(37)
Balance Sheet
Account
Balance
Financial assets at fair
value through profit or loss
$ 104
Financial liabilities at fair
value through profit or loss
1,838
Financial assets at fair
value through profit or loss
80
Financial liabilities at fair
value through profit or loss
1,128
Financial assets at fair
value through profit or loss
29
Financial liabilities at fair
value through profit or loss
2,173
Financial assets at fair
value through profit or loss
1
Financial liabilities at fair
value through profit or loss
74

g. Deposits

Deposits of related parties (each account
balance did not exceed 5% of total
deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31
2011
2012
NT$
NT$
US$ (Note 2)
$33,585,755
$35,424,892
$1,198,406
0%-6.37%
0%-6.37%
0%-6.37%
$ 366,124
$ 460,404
$ 15,575
2010
NT$
$38,408,223
0%-6.15%
$ 267,597
2011
NT$
$33,585,755
0%-6.37%
$ 366,124

F-51

h. Operating expenses

Rental—Yuan Ding Co., Ltd. . . . . . . . . . .
Rental—Far Eastern Geant Co., Ltd. . . . .
Rental—Far Eastern General Construction
Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Telecommunication—New Century
InfoComm Tech Co., Ltd. . . . . . . . . . . .
Service fee for stock affairs—Oriental
Securities Corp. . . . . . . . . . . . . . . . . . . .
Advertising expense—Ding Ding
Integrated Marketing Service Co. . . . . .
Advertising expense—Far Eastern
Department Store Corp. . . . . . . . . . . . .
Advertising expense—Ding Ding Hotel
Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31 Year Ended December 31
2010 2011 2012
NT$
% to Total
$ 86,901
2
3,877

540

46,631
1
7,188

163,164
3
7,515

8,324

$324,140
6
NT$
% to Total
$ 75,851
1
3,389

360

49,399
1
8,280

109,959
2
23,675
1
8,948

$279,861
5
NT$
US$ (Note 2) % to Total
$ 75,403
$ 2,551
1
5,511
186

878
30

48,873
1,653
1
8,143
275

137,139
4,639
2
67,988
2,300
1
11,701
396

$355,636
$12,030
5

The Bank and its subsidiaries rented part of their office premises from Yuan Ding Co., Ltd., Far Eastern Geant Co., Ltd. and Far Eastern General Construction Inc. The lease agreements were entered between both parties and the rents are paid on a monthly basis.

i. Disposal of buildings and land held for sale

In June 2012, Far Eastern Asset Management Co., Ltd. sold buildings and land held for sale, with book value of NT$278,000 thousand (approximately US$9,405 thousand), to Far Eastern Resources Development Co., Ltd. for NT$278,131 thousand (approximately US$9,409 thousand). Far Eastern Asset Management Co., Ltd. recognized a loss of NT$1,945 thousand (approximately US$66 thousand) after deducting the land value increment tax of NT$2,076 thousand (approximately US$70 thousand).

  • j. Compensation of directors, supervisors and management personnel
Salaries and bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees’ bonus and remuneration to directors and supervisors . . .
Special compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31 Year Ended December 31 Year Ended December 31
2010 2011 2012
NT$
$75,559
17,122
526
NT$
$ 81,593
34,434
436
NT$
US$ (Note 2)
$ 88,090
$2,980
35,802
1,211
794
27
$124,686
$4,218
$93,207 $116,463

F-52

31. PLEDGED ASSETS

Due from the Central Bank and other
banks—certificates of deposit . . . . . . . . . . . . . . . . . . .
Available-for-sale financial assets- government
bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$2,500,000
1,017,300
$3,517,300
2011
NT$
$2,500,000
671,100
$3,171,100
2012
NT$
US$ (Note 2)
$3,000,000
$101,488
2,647,600
89,567
$5,647,600
$191,055

The certificates of deposit issued by the Central Bank have been pledged as collaterals to back the extension of intraday credit in the Central Bank’s real-time gross settlement system. The balance of intraday credit and the amount of collateral may be varied at any time. The terms of government bonds had been provided as the reserve for compensation of Trust Department as well as security bond for provisional seizures of the debtors’ properties.

32. SIGNIFICANT COMMITMENTS AND CONTINGENCIES

In addition to those mentioned in Note 34, the Bank and its subsidiaries’ contingency liabilities and commitments resulting from operating activities as of December 31, 2012 are summarized as follows:

a. Leasing Agreement

Some sections of the Bank and its subsidiaries’ office premises are held under operating leases (the refundable deposit as of December 31, 2012 amounted to NT$84,481 thousand, approximately US$2,858 thousand). Rentals are payable monthly and the leasing arrangements will expire between 2012 and 2022.

Minimum rental payments for the next five years are summarized as follows, excluding imputed interest:

Year NT$ US$ (Note 2)
2013 (January 1, 2013 to December 31, 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $308,277 $10,429
2014 (January 1, 2014 to December 31, 2014) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276,609 9,358
2015 (January 1, 2015 to December 31, 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,925 5,884
2016 (January 1, 2016 to December 31, 2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119,575 4,045
2017 (January 1, 2017 to December 31, 2017) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,823 1,753

F-53

b. Balance sheets and income statements of trust accounts and the trust assets lists were as follows:

Balance Sheets of Trust Accounts

Assets
Deposits in banks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable securities in custody . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31 December 31
2010
NT$
$ 2,585,595
35,965,552
5,697,606
7,560

502,339

79,878
$44,838,530
2011
NT$
$ 2,834,585
37,582,196
4,860,825
1,704

464,334
3,592,151
119,055
$49,454,850
2012
NT$
US$ (Note 2)
$ 4,022,155
$ 136,067
38,729,267
1,310,192
4,662,675
157,736
2,217
75
15,841
536
274,663
9,292
2,159,304
73,048
207,256
7,011
$50,073,378
$1,693,957
$ 2,088
$ 71
134
4
2,159,304
73,048
47,335,993
1,601,353
575,859
19,481
$50,073,378
$1,693,957
Liabilities
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable securities in custody payable . . . . . . . . .
Trust capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserve and earnings . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,083
81

42,624,348
2,213,018
$44,838,530
$ 1,119
101
3,592,151
45,161,450
700,029
$49,454,850
$ 2,088
134
2,159,304
47,335,993
575,859
$50,073,378

Income Statements of Trust Accounts

Trust revenue
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized investment gain . . . . . . . . . . . . . . . . . . . . .
Unrealized investment gain . . . . . . . . . . . . . . . . . . .
Revenue from stock lending . . . . . . . . . . . . . . . . . .
Trust expenses
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supervision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service fee for stock affairs . . . . . . . . . . . . . . . . . . .
Service fee for stock lending . . . . . . . . . . . . . . . . . .
Realized investment loss . . . . . . . . . . . . . . . . . . . . .
Unrealized investment loss . . . . . . . . . . . . . . . . . . .
Year Ended December 31
2010
NT$
$ 16,678
971,054
596,182
1,130,683

2,714,597
30,306
470
667
806




32,249
2011
NT$
$ 22,173
1,148,730



1,170,903
26,548
260
890
28,652


147,498
1,598,954
1,802,802
2012
NT$
US$ (Note 2)
$ 26,105
$ 883
1,163,338
39,355




2,978
101
1,192,421
40,339
27,065
916
314
11
563
19
333
11
50
2
15
1
518,791
17,550
257,732
8,719
804,863
27,229

(Continued)

F-54

Income (loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31 Year Ended December 31 Year Ended December 31
2010
NT$
$2,682,348
11,961
$2,670,387
2011
NT$
$(631,899)
15,422
$(647,321)
2012
NT$
US$ (Note 2)
$387,558
$13,110
1,979
67
$385,579
$13,043

(Concluded)

Trust Asset Lists

Investment Portfolio
Deposits in banks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate, net
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . .
Marketable securities in custody . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$ 2,585,595
35,965,552
5,697,606
7,560

353,094
43,913
105,332

79,878
$44,838,530
2011
NT$
$ 2,834,585
37,582,196
4,860,825
1,704

304,025
28,648
131,661
3,592,151
119,055
$49,454,850
2012
NT$
US$ (Note 2)
$ 4,022,155
$ 136,067
38,729,267
1,310,192
4,662,675
157,736
2,217
75
15,841
536
122,832
4,155
20,170
682
131,661
4,455
2,159,304
73,048
207,256
7,011
$50,073,378
$1,693,957

As of December 31, 2010, 2011 and 2012, funds amounting to NT$636,532 thousand, NT$683,506 thousand and NT$726,776 thousand (approximately US$24,586 thousand), respectively, consisted of investments in overseas securities through Non-discretionary Pecuniary Trust of the OBU, were recognized in the OBU’s books.

33. SUBSEQUENT EVENTS

On February 7, 2013 (the “Issue Date”), the Bank issued five-year zero coupon convertible bonds (the “Bonds”) with an aggregate principal of US$150,000 thousand which were listed on the Singapore Exchange Securities Trading Limited. The minimum lot size for the Bonds trading is US$200 thousand; other terms and conditions of the Bonds are described below:

  • a. Redemption at maturity

Unless the Bonds have been previously redeemed, converted or repurchased and canceled, the Bank shall redeem the Bonds at 101.89% of their principal amount in U.S. dollars on February 7, 2018 (the “Maturity Date”). But if this day is not a business day, bond redemption will be on the preceding business day.

  • b. Redemption at the option of the Bank

  • 1) At any time on or after August 7, 2015, the Bank may redeem the Bonds in whole or piecemeal (being US$200 thousand in principal amount and integral multiples thereof) at the early redemption amount which represents the principal amount of the Bonds plus a gross yield of the principal amount of the Bonds if the closing price on the Taiwan Stock Exchange

F-55

(the “TWSE”) of the common shares, translated into U.S. dollars at the prevailing rate, within 20 out of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of common shares to be issued upon conversion of the Bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at the fixed exchange rate.

  • 2) The Bank may redeem all, but not a portion of, the Bonds at the early redemption amount if more than 90% of the principal amount of the Bonds has already been redeemed, converted or repurchased and canceled.

  • 3) The Bank is obliged to pay additional amounts as a result of any change relating to taxation in the relevant jurisdiction or any change in the general application or official interpretation of tax laws or regulations, and this obligation cannot be avoided by the Bank even by taking reasonable measures.

The early redemption amount for the Bonds is so calculated to represent the bondholder a gross yield of 0.375% semi-annually.

  • c. Details of conversion

  • 1) Converted shares: Newly issued common shares of the Bank (the “Shares”)

  • 2) Conversion period: Unless the Bonds have been previously redeemed, converted or repurchased and canceled, the Bonds are convertible, at the option of the bondholder at any time on or after March 20, 2013, which is the 41st calendar day after the Issue Date, and prior to the close of business on January 28, 2018, which is the 10th calendar day prior to the Maturity Date for bond conversion into Shares. In addition, conversion rights shall not be exercised during the following closed periods: (a) 60 days prior to the date of the annual general shareholders’ meeting, 30 days prior to the date of the special general shareholders’ meeting, or on the date at least 5 days prior to the record date for determination of shareholders entitled to receive annual dividend, bonus, or other benefits and rights; (b) from the date at least 15 business days prior to the record date for any free distribution of shares, cash dividend, or rights to subscribe for new shares in a rights offering until the distribution of these rights, or from the record date for capital reduction until 1 day prior to the resumption of trading of the reissued shares following the capital reduction; and (c) any other period as determined by ROC laws.

  • 3) Conversion price: NT$15.24 per share (at the fixed exchange rate of NT$29.569 to US$1.00)

  • 4) Adjustments to conversion price: On any stock dilution or events stated in the Offering Memorandum that occur after the Issue Date, the conversion price shall be adjusted in accordance with the formula stated in the Offering Memorandum.

  • 5) Redemption at the option of the bondholders:

    • a) Unless the Bonds have been early redeemed, converted or repurchased, each bondholder has a put right to require the Bank to redeem in whole or in part only (being US$200 thousand in principal amount and integral multiples thereof) the Bonds at the early redemption amount on August 7, 2015.

    • b) In the event that Bank’s shares cease to be listed or admitted to trading on the TWSE (a “Delisting”), the Bank shall notify the bondholders accordingly, and each bondholder shall have the right to require the Bank to redeem the Bondholder’s Bonds, in whole or in

F-56

part only (being US$200 thousand in principal amount and integral multiples thereof) at the Early Redemption Amount on the 20th business day after the date of this notice.

  • c) If the Bank has a change of control, the Bank shall notify the bondholders, and each bondholder shall have the right to require the Bank to redeem all or a part of the Bonds (being US$200 thousand in principal amount and integral multiples thereof) at the Early Redemption Amount on the 20th business day after the date of this notice.

34. FINANCIAL INSTRUMENTS

  • a. Methods and assumptions used to estimate the fair values of financial instruments were as follows:

  • 1) The carrying amounts of the following short-term financial instruments approximate their fair value because of their short maturities: cash and cash equivalents; due from the Central Bank and other banks; securities purchased under resale agreements; receivables, excluding income tax receivables; due to the Central Bank and other banks; short-term loans; payables, excluding income tax payables; and securities sold under repurchase agreements.

  • 2) The fair values of financial instruments at fair value through profit or loss, available-for-sale financial assets and held-to-maturity investments are based on their quoted prices in an active market. For those instruments with no quoted market prices, their fair values are determined using valuation techniques incorporating estimates and assumptions consistent with those generally used by other market participants to price financial instruments. Fair values of derivative financial instruments are estimated on the basis of quotations from the pricing system of Reuters.

  • 3) Discounts and loans, deposits, bank debentures and principal on structured notes are interest-earning assets or interest-bearing liabilities. Their carrying amounts approximate their fair values. The fair values of nonaccrual accounts and acquired receivables are based on their carrying amounts, net of allowance for possible losses.

  • 4) Financial assets carried at cost are investments in unquoted stocks, which have no quoted prices in an active market and entail an unreasonably high cost to determine their fair values. Thus, no fair value of these assets is presented.

  • 5) On financial assets and liabilities other than those listed above, their estimated future cash flows are equal to their carrying amounts. Thus, the carrying amounts of these assets and liabilities represent their fair value.

F-57

  • b. Fair values of financial assets and liabilities based on quoted market prices or on estimates determined by valuation techniques were as follows:
Financial assets
Financial assets at fair value
through profit or loss . . .
Available-for-sale financial
assets . . . . . . . . . . . . . . . .
Other financial assets—
derivative instruments
held for hedging . . . . . . .
Financial liabilities
Financial liabilities at fair
value through profit or
loss . . . . . . . . . . . . . . . . .
Other financial
liabilities—derivative
instruments held for
hedging . . . . . . . . . . . . . .
Bank debentures (applying
hedge accounting) . . . . . .
Quoted M arket Prices Estimat es Based on Valuation Techniques
Decem ber 31 Dece mber 31
2010 2011 2012 2010 2011 2012
NT$
$15,371,105
16,855,460



NT$
$12,465,101
15,674,659

1,698

NT$
US$ (Note 2)
$13,231,813
$447,626
11,163,427
377,653







NT$
$1,353,785

228,126
6,445,235
15,450
4,812,676
NT$
$1,341,765

252,233
4,079,337
13,093
4,839,140
NT$
US$ (Note 2)
$2,879,022
$97,396
702,437
23,763
180,242
6,097
3,745,032
126,693
12,819
434
4,767,423
161,279

F-58

  • c. In addition to the fair values of financial assets and liabilities using quoted market prices or estimates based on valuation techniques, other fair values of financial instruments were as follows:
20
Carrying
Amount
NT$
Financial assets
Discounts and loans . . . . . $236,351,285
Held-to-maturity financial
assets . . . . . . . . . . . . . .
2,789,768
Debt investments with no
active market . . . . . . . .
7,125,474
Other financial
assets—financial assets
carried at cost . . . . . . . .
158,385
Other financial
assets—nonaccrual
loans other than
discounts and loans . . .
436,475
Other financial
assets—interbank
clearing account . . . . . .
205,074
Other financial
assets—guarantee
deposits for financial
instrument
agreements . . . . . . . . . .
1,566,155
Other financial
assets—refundable
deposits . . . . . . . . . . . .
673,357
Financial liabilities
Deposits and
remittances . . . . . . . . . .
347,860,583
Bank debentures (not
applying hedge
accounting) . . . . . . . . .
11,976,920
Other financial
liabilities—principal of
structured notes . . . . . .

Other financial
liabilities—lease
payable . . . . . . . . . . . . .
257
Other financial
liabilities—appropriations
loan funds . . . . . . . . . . .
360
Other financial
liabilities—deposits
received . . . . . . . . . . . .
130,382
Decem ber 31
20 10 20 11 20 12
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
NT$
$236,351,285
2,789,354
7,125,474
158,385
436,475
205,074
1,566,155
673,357
347,860,583
11,976,920

257
360
130,382
NT$
$269,460,381
3,927,905
9,293,780
103,846
80,476
207,369
1,669,282
509,539
369,998,562
15,391,140
459,005
78

168,404
NT$
$269,460,381
3,871,314
9,293,780
103,846
80,476
207,369
1,669,282
509,544
369,998,562
15,391,140
459,005
78

168,404
NT$
US$
(Note 2)
$280,219,426 $ 9,479,683
2,224,301
75,247
10,713,828
362,443
101,379
3,430
71,623
2,423
404,877
13,697
1,892,383
64,018
513,971
17,387
391,933,266
13,258,906
18,304,700
619,239
730,962
24,728
35
1


207,093
7,006
NT$
US$
(Note 2)
$280,219,426 $ 9,479,683
2,235,526
75,627
10,713,828
362,443
101,379
3,430
71,623
2,423
404,877
13,697
1,892,383
64,018
514,002
17,388
391,933,266
13,258,906
18,304,700
619,239
730,962
24,728
35
1


207,093
7,006
  • d. On the valuation of financial instruments with fair value determined by valuation techniques, there were a loss of NT$1,942,203 thousand in 2010; a gain of NT$3,183,100 thousand in 2011; and a gain of NT$502,119 thousand (approximately US$16,986 thousand) in 2012.

  • e. Interest incomes of financial assets other than those at fair value through profit or loss were NT$7,021,672 thousand in 2010; NT$8,024,283 thousand in 2011; and NT$9,486,582 thousand (approximately US$320,926 thousand) in 2012. Interest costs of financial liabilities other than those at fair value through profit or loss were NT$3,074,380 thousand in 2010; NT$4,198,910 thousand in 2011; and NT$5,551,182 thousand (approximately US$187,794 thousand) in 2012.

F-59

  • f. The fair value hierarchy of financial instruments was as follows:
Financial Instruments
Nonderivative financial instruments
Assets
Financial assets at fair value through
profit or loss
Held for trading
Government bonds . . . . . . . . . .
Listed and OTC stocks . . . . . . .
Beneficiary certificates . . . . . . .
Financial assets designated as at
fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . .
Available-for-sale . . . . . . . . . . . . . . .
Government bonds . . . . . . . . . .
Listed and OTC stocks . . . . . . .
Liabilities
Financial liabilities at fair value
through profit or loss . . . . . . . . . . .
Derivative financial instruments
Assets
Financial assets at fair value through
profit or loss
Held for trading . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . .
Derivative instruments held for
hedging . . . . . . . . . . . . . . . . .
Liabilities
Financial liabilities at fair value
through profit or loss . . . . . . . . . . .
Held for trading . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . .
Derivative instruments held for
hedging . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2011 December 31, 2011 Level 3
NT$
$ —






$ 48,097

(107,369)

$ (59,272)
Total
NT$
$ 1,722,733
36,819
57,286
10,656,510
14,773,521
901,138
(1,698)
$ 1,333,518
252,233
(4,079,337)
(13,093)
$25,639,630
Level 1
NT$
$ 1,722,733
36,819
57,286
10,648,263
14,773,521
901,138
(1,698)
$ —



$28,138,062
Level 2
NT$
$ —


8,247



$ 1,285,421
252,233
(3,971,968)
(13,093)
$(2,439,160)

F-60

Financial Instruments
Nonderivative financial instruments
Assets
Financial assets at fair value through
profit or loss
Held for trading
Government bonds . . . . . . . . . .
Listed and OTC stocks . . . . . . .
Beneficiary certificates . . . . . . .
Financial assets designated as at fair
value through profit or loss . . . . . .
Available-for-sale
Government bonds . . . . . . . . . . . . . .
Listed and OTC stocks . . . . . . . . . . .
Negotiable certificates of deposit . . .
Commercial papers . . . . . . . . . . . . . .
Derivative financial instruments
Assets
Financial assets at fair value through
profit or loss
Held for trading . . . . . . . . . . . . . . . . .
Other financial assets
Derivative instruments held for
hedging . . . . . . . . . . . . . . . . . . . . .
Liabilities
Financial liabilities at fair value through
profit or loss
Held for trading . . . . . . . . . . . . . . . . .
Other financial liabilities
Derivative instruments held for
hedging . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 December 31, 2012
Total Level 1 Level 2 Level 3
NT$
US$ (Note 2)
$ 1,334,349
$ 45,140
130,962
4,430
107,521
3,637
11,679,558
395,114
10,355,436
350,319
807,991
27,334
452,394
15,304
250,043
8,459
2,858,445
96,701
180,242
6,097
(3,745,032)
(126,693)
(12,819)
(434)
$24,399,090
$ 825,408
NT$
US$ (Note 2)
$ 1,334,349
$ 45,140
130,962
4,430
107,521
3,637
11,658,981
394,418
10,355,436
350,319
807,991
27,334












$24,395,240
$825,278
NT$
US$ (Note 2)
$ —
$ —




20,577
696




452,394
15,304
250,043
8,459
2,680,152
90,668
180,242
6,097
(3,677,723)
(124,416)
(12,819)
(434)
$ (107,134)
$ (3,626)
NT$
US$ (Note 2)
$ —
$ —














178,293
6,033


(67,309)
(2,277)


$110,984
$ 3,756

Note a: The above table shows the ways to determine the fair value of certain financial assets and liabilities at fair value through profit or loss, available-for-sale financial assets, hedging derivative financial assets and liabilities under other financial assets, etc. in terms of level of input to the entire fair value measurement of these financial instruments.

Note b: Level 1 inputs are observable inputs that reflect quoted prices for identical financial instruments in an active market. Based on paragraph 5 of the SFAS No. 34—“Financial Instruments: Recognition and Measurement,” a market is active if it has these characteristics: (1) products traded in the market are homogeneous; (2) willing buyers and sellers can be found immediately; and (3) the price information is publicly available.

Note c: Level 2 inputs are observable inputs other than quoted prices for identical assets or liabilities in active markets and consist of direct inputs (such as market prices) or indirect inputs (such as prices derived from market prices), for example:

  • 1) Quoted prices for similar financial instruments in active markets—The fair values of financial instruments owned by the Bank are derived from prices of similar financial instruments that had been most recently traded. The determination of similarity is based on the characteristics and transaction conditions of financial instruments. Fair value measurement should be adjusted in accordance with the observable prices of similar financial instruments. The adjustment factors include the time-lag of the last trading prices of similar financial instruments, the differences in transaction conditions, transactions involving related parties, the relevance between the observable prices of similar financial instruments and prices of owned financial instruments.

  • 2) Quoted prices of identical or similar financial instruments in non-active markets;

  • 3) Valuation techniques with observable inputs (such as interest rates, curves of yield rates, volatility, etc.), which are based on market data and can reflect the expectation of most market participants.

  • 4) Inputs mostly derived from the observable market data or inputs that can be corroborated by observable market data.

Note d: Level 3 inputs are unobservable items such as inputs derived through extrapolation or interpolation and thus cannot be corroborated by observable market data. For example, the fair values of credit derivative instruments with no active market are derived from the latest quoted prices of itself or similar instruments.

Note e: The classification of the financial instruments shown in the fair value hierarchy table should be consistent with the classification of these instruments in the balance sheet.

F-61

  • Note f: When using valuation techniques that include both observable and unobservable inputs, the Bank should assess whether the inputs have a significant effect on the fair value measurement results. If the unobservable inputs are significant to the fair value measurement results in its entirety, the fair values of these financial instruments should be categorized into Level 3.

Note g: If the valuation techniques or the fair value hierarchy of a financial instrument significantly change from previous reporting periods (for example, the fair value hierarchy changes from Level 1 to Level 2 or the unobservable inputs change, and thus changing the fair value measurement significantly, the significance of the change should be judged in terms of the investment amount, and the effect of current measurement on profits or losses, related assets and liabilities, or equity), the changes and reasons for making those changes should be disclosed.

Movement of Level 3 financial assets:

December 31, 2011

Item
Financial assets at fair value
through profit or loss
Held for trading—
derivative instruments . . .
Item
Financial assets at fair value
through profit or loss
Held for trading—
derivative instruments . . .
Beginning
Balance
Valuation Increase in the Current Period Increase in the Current Period Decrease in the Current Period Decrease in the Current Period Ending Balance
Purchase or Issue Transfer-in Sale, Disposition
or Settlement
Transfer-out
from Level 3
NT$
$39,722
Beginning
Balance
NT$
$8,375
Valuation
NT$
NT$
$ —
$ —
December 31, 2012
Increase in the Current Period
NT$
NT$
$ —
$ —
Decrease in the Current Period
NT$
$48,097
Ending Balance
Purchase or Issue Transfer-in Sale, Disposition
or Settlement
Transfer-out
from Level 3
NT$
$48,097
NT$
$130,196
NT$
$ —
NT$
$ —
NT$
$ —
NT$
$ —
NT$
$178,293

December 31, 2012

Item
Financial assets at fair value
through profit or loss
Held for trading—
derivative instruments . . .
Beginning
Balance
Valuation Increase in the Current Period Increase in the Current Period Decrease in the Current Period Decrease in the Current Period Ending Balance
Purchase or Issue Transfer-in Sale, Disposition
or Settlement
Transfer-out
from Level 3
US$
(Note 2)
$1,627
US$
(Note 2)
$4,406
US$
(Note 2)
$ —
US$
(Note 2)
$ —
US$
(Note 2)
$ —
US$
(Note 2)
$ —
US$
(Note 2)
$6,033

Movement of Level 3 financial liabilities:

December 31, 2011

Item
Financial liabilities at fair value
through profit or loss
Held for trading—
derivative instruments . . .
Beginning
Balance
Valuation Increase in the Current Period Increase in the Current Period Decrease in the Current Period Decrease in the Current Period Ending Balance
Purchase or Issue Transfer-in Sale, Disposition
or Settlement
Transfer-out
from Level 3
NT$
$16,446
NT$
$52,214
NT$
$38,780
NT$
$ —
NT$
$71
NT$
$ —
NT$
$107,369

F-62

December 31, 2012

Item
Financial liabilities at fair value
through profit or loss
Held for trading—
derivative instruments . . .
Beginning
Balance
Valuation Increase in the Current Period Increase in the Current Period Decrease in the Current Period Decrease in the Current Period Ending Balance
Purchase or Issue Transfer-in Sale, Disposition
or Settlement
Transfer-out
from Level 3
NT$
$107,369
NT$
$(40,060)
NT$
$ —
NT$
$ —
NT$
$ —
NT$
$ —
NT$
$67,309

December 31, 2012

Item
Financial liabilities at fair value
through profit or loss
Held for trading—
derivative instruments . . .
Beginning
Balance
Valuation Increase in the Current Period Increase in the Current Period Decrease in the Current Period Decrease in the Current Period Ending Balance
Purchase or Issue Transfer-in Sale, Disposition
or Settlement
Transfer-out
from Level 3
US$
(Note 2)
$3,632
US$
(Note 2)
$(1,355)
US$
(Note 2)
$ —
US$
(Note 2)
$ —
US$
(Note 2)
$ —
US$
(Note 2)
$ —
US$
(Note 2)
$2,277
  • g. Financial risks

  • 1) Market risk

    • a) Interest rate sensitivity analysis

The fair values of bonds, bills, loans and other similar financial instruments held by the Bank will fluctuate as market interest rates change. The related interest rate sensitivity analysis is shown in Note 38.

  • b) Net positions on foreign currencies
U.S. dollars . . . . . . . . . . . . . . . . . . . . . . . .
JPY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$35,314
11,284
3,890
2011
NT$
$41,986
8,568
5,678
2012
NT$
US$ (Note 2)
$37,485
$1,268
6,335
214
4,882
165
  • 2) Credit risk

  • a) Maximum credit exposure

The Bank is exposed to credit risk if counter-parties or other parties default on contracts. To manage the risk, the Bank makes credit commitments and issues financial guarantees and standby letters of credit (L/C) only after careful evaluation of customers’ creditworthiness. As of December 31, 2010, 2011 and 2012, about 67.13%, 66.69%, and 68.44%, respectively, of total loans granted, and about 48.83%, 47.59% and 51.36%, respectively, of the aggregate guarantees were secured. Collaterals, mostly in the form of cash, marketable securities and other assets, may be required depending on the evaluation result. If the customers default, the Bank will execute its right on the collaterals to decrease its credit risk.

F-63

The maximum credit exposure of the Bank’s off balance sheet commitments and guarantees were as follows (values of collaterals were not considered):

Items
Unused portion of credit
card lines . . . . . . . . . . . . .
Financial guarantees and
standby L/Cs . . . . . . . . . .
Irrevocable loan
commitments . . . . . . . . . .
December 31 December 31
2010
NT$
$124,586,343
10,701,616
15,243,285
2011
NT$
$133,113,662
10,031,345
7,351,171
2012
NT$
US$ (Note 2)
$149,717,675
$5,064,874
12,389,045
419,115
9,681,305
327,514

b) Significant concentration of credit risk

The concentration of credit risk exists when counter-parties to financial transactions are individuals or groups engaging in similar activities or activities in the same region. The similarity would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. There was no significant concentration risk of the Bank’s loans in a single customer or counter-party, but there were some risks from similar industries, and related information as of December 31, 2010, 2011 and 2012 is summarized as follows:

Credit Risk Profile by
Industry Sector
Manufacturing . . . . . . . . . . . . . .
Finance and insurance . . . . . . . .
Transportation and
warehousing . . . . . . . . . . . . . .
December 31 December 31
2010
NT$
$38,667,490
26,985,968
10,660,359
$76,313,817
2011
NT$
$44,012,107
32,456,609
14,229,779
$90,698,495
2012
NT$
US$ (Note 2)
$41,015,594
$1,387,537
28,376,562
959,965
13,434,668
454,488
$82,826,824
$2,801,990
  • 3) Liquidity risk

As of December 31, 2010, 2011 and 2012, the Bank’s NTD liquidity reserve ratios were 38.37%, 31.32% and 31.10%, respectively. The Bank has sufficient paid-in capital and working capital to meet all contract obligations. Therefore, the liquidity risk of funding of the Bank is low. In addition, the possibility of the Bank’s derivative financial instruments, except for hedging contracts, not being liquidated quickly in value is low.

To match the contractual maturity profile with the interest rates for assets and liabilities is one of the Bank’s basic management policies. Because of the uncertainties in their contractual terms and the difference in their nature, however, the maturities and interest rates for assets and liabilities cannot fully match with each other, resulting in gaps that may give rise to gain or loss.

F-64

The Bank’s assets and liabilities were appropriately categorized by maturity dates for managing liquidity risk, as follows:

Assets
Cash and cash equivalents . . . . . .
Due from the Central Bank and
other banks . . . . . . . . . . . . . . . .
Financial assets at fair value
through profit or loss . . . . . . . .
Receivables . . . . . . . . . . . . . . . . .
Discounts and loans . . . . . . . . . . .
Available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . .
December 31, 2010 December 31, 2010 December 31, 2010
Due within
One Year
Due Between
One Year
and Seven Years
Due after
Seven Years
Total
NT$
$ 4,274,832
102,938,352
6,316,491
16,984,474
78,240,583
1,314,460
58,250
3,892,952
2,102,295
NT$
$ —

10,408,399
3,775,232
57,768,597
11,322,924
2,731,518
3,232,522
1,084,386
90,323,578
NT$
$ —



103,949,648
4,218,076


NT$
$ 4,274,832
102,938,352
16,724,890
20,759,706
239,958,828
16,855,460
2,789,768
7,125,474
3,186,681
216,122,689 108,167,724 414,613,991
Liabilities
Due to the Central Banks and
other banks . . . . . . . . . . . . . . . .
Short-term loans . . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . .
Bank debentures . . . . . . . . . . . . . .
Other financial liabilities . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . .
18,093,079
1,049,804
4,795,568
4,487,792
289,493,591
89,520
617


1,649,667

58,366,992
16,700,076
145,832
76,862,567
$13,461,011






18,093,079
1,049,804
6,445,235
4,487,792
347,860,583
16,789,596
146,449
318,009,971 394,872,538
$108,167,724 $ 19,741,453

(Continued)

F-65

Assets
Cash and cash equivalents . . . . . .
Due from the Central Bank and
other banks . . . . . . . . . . . . . . . .
Financial assets at fair value
through profit or loss . . . . . . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . .
Discounts and loans . . . . . . . . . . .
Available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . .
December 31, 2011 December 31, 2011 December 31, 2011
Due within
One Year
Due Between
One Year
and Seven Years
Due after
Seven Years
Total
NT$
$ 6,005,214
86,739,190
4,070,964
850,505
18,479,388
90,982,875
966,392
1,950,601
1,847,024
1,048,252
NT$
$ —

9,735,902

3,195,221
67,838,543
13,617,595
1,977,304
7,446,756
2,158,640
105,969,961
NT$
$ —




115,412,698
1,090,672


NT$
$ 6,005,214
86,739,190
13,806,866
850,505
21,674,609
274,234,116
15,674,659
3,927,905
9,293,780
3,206,892
212,940,405 116,503,370 435,413,736
Liabilities
Due to the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . .
Short-term loans . . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . .
Bank debentures . . . . . . . . . . . . . .
Other financial liabilities . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,785,731
1,369,929
2,300,497
4,691,225
303,965,022
91,140
703,427
$ —

1,780,538

66,033,540
20,139,140
151,023
88,104,241
$ 17,865,720
$ —





$ 11,785,731
1,369,929
4,081,035
4,691,225
369,998,562
20,230,280
854,450
324,906,971 413,011,212
$116,503,370 $ 22,402,524

(Concluded)

F-66

Assets
Cash and cash equivalents . . . . . .
Due from the Central Bank and
other banks . . . . . . . . . . . . . . . .
Financial assets at fair value
through profit or loss . . . . . . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . .
Discounts and loans . . . . . . . . . . .
Available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012
Due within
One Year
Due Between
One Year
and Seven Years
Due after
Seven Years
Total
NT$
$ 5,599,451
82,818,608
4,971,108
23,741,992
21,480,218
82,447,159
3,830,832
448,710
1,660,752
1,434,100
NT$
$ —

11,139,727


80,382,660
6,427,306
1,775,591
9,053,076
2,127,763
110,906,123
NT$
$ —




120,971,613
1,607,726


NT$
$ 5,599,451
82,818,608
16,110,835
23,741,992
21,480,218
283,801,432
11,865,864
2,224,301
10,713,828
3,561,863
228,432,930 122,579,339 461,918,392
Liabilities
Due to the Central Bank and
other banks . . . . . . . . . . . . . . . .
Short-term loans . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . .
Bank debentures . . . . . . . . . . . . .
Other financial liabilities . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . .
11,674,958
969,980
2,380,614
5,708,177
315,090,895
4,004,700
730,997


1,364,418

76,842,371
19,067,423
219,912
97,494,124
$ 13,411,999






11,674,958
969,980
3,745,032
5,708,177
391,933,266
23,072,123
950,909
340,560,321 438,054,445
$122,579,339 $ 23,863,947

F-67

Assets
Cash and cash equivalents . . .
Due from the Central Bank
and other banks . . . . . . . . .
Financial assets at fair value
through profit or loss . . . . .
Securities purchased under
resale agreements . . . . . . . .
Receivables . . . . . . . . . . . . . .
Discounts and loans . . . . . . . .
Available-for-sale financial
assets . . . . . . . . . . . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . . . . .
Debt investments with no
active market . . . . . . . . . . .
Other financial assets . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012
Due within
One Year
US$ (Note 2)
$ 189,427
2,801,712
168,170
803,180
726,665
2,789,146
129,595
15,180
56,182
48,514
7,727,771
Due Between
One Year
and Seven Years
US$ (Note 2)
$ —

376,852


2,719,305
217,432
60,067
306,261
71,981
3,751,898
Due after
Seven Years
US$ (Note 2)
$ —




4,092,409
54,389



4,146,798
Total
US$ (Note 2)
$ 189,427
2,801,712
545,022
803,180
726,665
9,600,860
401,416
75,247
362,443
120,495
15,626,467
394,958
32,814
126,693
193,105
13,258,906
780,518
32,169
14,819,163
$ 807,304
Liabilities
Due to the Central Banks and
other banks . . . . . . . . . . . . .
Short-term loans . . . . . . . . . .
Financial liabilities at fair
value through profit or
loss . . . . . . . . . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . .
Deposits and remittances . . . .
Bank debentures . . . . . . . . . .
Other financial liabilities . . . .
Gap . . . . . . . . . . . . . . . . . . . .
394,958
32,814
80,535
193,105
10,659,367
135,477
24,729
11,520,985
$ (3,793,214)


46,158

2,599,539
645,041
7,440
3,298,178
$ 453,720








$4,146,798
  • 4) Cash flow risk on the interest rate fluctuations

Cash flow risk is the risk to future cash flows of the Bank’s interest-earning assets and interest-bearing liabilities, which are affected by interest rate fluctuations. The Bank periodically assesses the interest rate risk and enters in interest rate swap contracts taking into account of the extent of risk and its business need, in order to mitigate cash flow risk on interest rate fluctuations.

F-68

The analysis of the Bank’s interest-earning assets and interest-bearing liabilities categorized by the earlier of contractual maturity or repricing date is as follows:

Assets
Cash and cash equivalents-
deposit due from other
banks . . . . . . . . . . . . . . .
Due from the Central Bank
and other banks . . . . . . .
Financial assets at fair
value through profit or
loss . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . .
Discounts and loans
(excluding nonaccrual
loans) . . . . . . . . . . . . . . .
Available-for-sale
financial assets . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . . .
Debt investments with no
active market . . . . . . . . .
Other financial assets—
guarantee deposits for
financial instrument
agreements . . . . . . . . . .
December 31, 2010 December 31, 2010 December 31, 2010 December 31, 2010
Between
One Month and
Three Months
Between Three
Months and Six
Months
Between
Six Months and
One Year
After
One Year
Total
NT$
$ 1,356,915
97,258,630
83,879
8,900,047
147,700,340
150,095
2,788,161
6,496,152
1,566,155
266,300,374
NT$
$ —

1,181,945
3,919,651
91,587,987




96,689,583
NT$
$ —

1,621,828

38,443
5,201

523,800

2,189,272
NT$
$ —

12,316,825


15,540,999

105,522
NT$
$ 1,356,915
97,258,630
15,204,477
12,819,698
239,326,770
15,696,295
2,788,161
7,125,474
1,566,155
27,963,346 393,142,575
Liabilities
Due to the Central Bank
and other banks . . . . . . .
Deposits and
remittances . . . . . . . . . .
Bank debentures . . . . . . . .
Other financial
liabilities . . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . . .
17,677,088
156,919,952
7,976,920
118
182,574,078
$ 83,726,296
415,991
113,102,159

88
113,518,238
$ (16,828,655)

74,147,320

154
74,147,474
$(71,958,202)

1,437,116
8,600,000
18,093,079
345,606,547
16,576,920
360
10,037,116 380,276,906
$17,926,230 $ 12,865,669

F-69

Assets
Cash and cash
equivalents—deposit
due from other
banks . . . . . . . . . . . .
Due from the Central
Bank and other
banks . . . . . . . . . . . .
Financial assets at fair
value through profit
or loss . . . . . . . . . . . .
Securities purchased
under resale
agreements . . . . . . . .
Receivables . . . . . . . . .
Discounts and loans
(excluding
nonaccrual loans) . . .
Available-for-sale
financial assets . . . . .
Held-to-maturity
financial assets . . . . .
Debt investments with
no active market . . . .
Other financial assets—
guarantee deposits
for financial
instrument
agreements . . . . . . . .
December 31, 2011 December 31, 2011 December 31, 2011 December 31, 2011
Between
One Month and
Three Months
Between Three
Months and Six
Months
Between
Six Months and
One Year
After
One Year
Total
NT$
$ 2,462,528
81,675,849
951,007
850,505
9,240,564
170,580,296
62,081
3,465,136
9,190,733
1,669,282
280,147,981
NT$
$ —

793,230

3,801,022
102,720,396

461,170


107,775,818
NT$
$ —

693,303


274,876
3,173



971,352
NT$
$ —

9,941,703


393,770
14,708,267

103,047
NT$
$ 2,462,528
81,675,849
12,379,243
850,505
13,041,586
273,969,338
14,773,521
3,926,306
9,293,780
1,669,282
25,146,787 414,041,938
Liabilities
Due to the Central
Bank and other
banks . . . . . . . . . . . .
Deposits and
remittances . . . . . . . .
Bank debentures . . . . .
Other financial
liabilities . . . . . . . . .
Gap . . . . . . . . . . . . . . . .
11,539,779
163,407,728
7,803,740
672,875
183,424,122
$ 96,723,859
245,952
134,153,257
87,400

134,486,609
$ (26,710,791)

67,205,226


67,205,226
$(66,233,874)

1,906,339
12,100,000
11,785,731
366,672,550
19,991,140
672,875
14,006,339 399,122,296
$11,140,448 $ 14,919,642

F-70

Assets
Cash and cash
equivalents—deposit
due from other
banks . . . . . . . . . . . . . .
Due from the Central
Bank and other
banks . . . . . . . . . . . . . .
Financial assets at fair
value through profit or
loss . . . . . . . . . . . . . . .
Securities purchased
under resale
agreements . . . . . . . . .
Receivables . . . . . . . . . . .
Discounts and loans
(excluding nonaccrual
loans) . . . . . . . . . . . . .
Available-for-sale
financial assets . . . . . .
Held-to-maturity
financial assets . . . . . .
Debt investments with no
active market . . . . . . . .
Other financial assets—
guarantee deposits for
financial instruments
agreement . . . . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012
Between
One Month and
Three Months
Between Three
Months and Six
Months
Between
Six Months and
One Year
After
One Year
Total
NT$
$ 810,850
74,441,431
372,393
23,741,992
8,779,864
173,980,068
1,002,601
2,223,302
10,695,420
1,892,383
297,940,304
NT$
$ —

860,376

3,097,468
108,367,052




112,324,896
NT$
$ —
2,500,000
986,317


92,341
2,020,014



5,598,672
NT$
$ —

10,794,821


378,988
8,035,258

18,408
NT$
$ 810,850
76,941,431
13,013,907
23,741,992
11,877,332
282,818,449
11,057,873
2,223,302
10,713,828
1,892,383
19,227,475 435,091,347
Liabilities
Due to the Central Bank
and other banks . . . . . .
Deposits and
remittances . . . . . . . . .
Bank debentures . . . . . . .
Other financial
liabilities . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . .
11,657,907
167,985,870
7,804,700
730,962
188,179,439
$109,760,865
17,051
138,415,626


138,432,677
$ (26,107,781)

79,236,494


79,236,494
$(73,637,822)

3,804,580
15,100,000
11,674,958
389,442,570
22,904,700
730,962
18,904,580 424,753,190
$ 322,895 $ 10,338,157

F-71

Assets
Cash and cash
equivalents- deposit
due from other
banks . . . . . . . . . . . . . .
Due from the Central
Bank and other
banks . . . . . . . . . . . . . .
Financial assets at fair
value through profit or
loss . . . . . . . . . . . . . . . .
Securities purchased
under resale
agreements . . . . . . . . . .
Receivables . . . . . . . . . . .
Discounts and loans
(excluding nonaccrual
loans) . . . . . . . . . . . . . .
Available-for-sale
financial assets . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . .
Debt investments with no
active market . . . . . . . .
Other financial assets—
guarantee deposits for
financial instrument
agreements . . . . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012
Between
One Month and
Three Months
Between Three
Months and Six
Months
Between
Six Months and
One Year
After
One Year
Total
US$ (Note 2)
$ 27,431
2,518,316
12,598
803,180
297,018
5,885,658
33,917
75,213
361,820
64,018
10,079,169
US$ (Note 2)
$ —

29,106

104,786
3,666,003




3,799,895
US$ (Note 2)
$ —
84,574
33,367


3,124
68,336



189,401
US$ (Note 2)
$ —

365,183


12,821
271,829

623

650,456
US$ (Note 2)
$ 27,431
2,602,890
440,254
803,180
401,804
9,567,606
374,082
75,213
362,443
64,018
14,718,921
Liabilities
Due to the Central Bank
and other banks . . . . . .
Deposits and
remittances . . . . . . . . . .
Bank debentures . . . . . . .
Other financial
liabilities . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . .
394,381
5,682,878
264,028
24,728
6,366,015
$ 3,713,154
577
4,682,531


4,683,108
$ (883,213)

2,680,531


2,680,531
$(2,491,130)

128,707
510,826

639,533
$ 10,923
394,958
13,174,647
774,854
24,728
14,369,187
$ 349,734

F-72

h. Fair value hedges

The fair values of bank debentures issued by the Bank were exposed to the risk on interest rate fluctuations. The Bank used interest rate swap contracts to hedge against the risk. The terms of the interest rate swap contracts were as follows:

Hedged Item
Hedging Instrument
Bank debentures . . . . . . . . . .Interest rate swap contracts NT$ US$ (Note 2) . . . . . . . . . . . . . . . . . . . .
December 31
2010 2011 2012
Nominal
Amount
Fair Value
$4,600,000 $212,676
Nominal
Amount
Fair Value
$4,600,000 $239,140
Nominal
Amount
Fair Value
$4,600,000 $167,423
$ 155,616 $ 5,663

35. MAJOR RISK MANAGEMENT STRATEGIES

The Bank’s risk management policy is to form a risk management-orientated culture. The Bank has set up an independent risk control unit to implement and monitor a risk management system, to ensure every risk is under a tolerable level and to maximize the value to shareholders.

A Risk Management Committee has been formed to examine and manage the Bank’s risks, to evaluate risk acceptance and to assess the execution of risk management. Furthermore, the Bank has an independent risk management department, which is responsible for the establishment of risk management strategies and rules, statistical analysis of risk, and information management and reporting. The department consists of teams that directly manage risks with regard to their respective areas: Corporate banking and financial markets, consumer banking and credit card business groups, and small and medium enterprises. For integrated risk management, each operating unit of the Bank is required to present, first to the management department for review and then to the top Bank management for approval, all the related documents, including the credit authorization principles and procedures, new product development, levels and degree of authorization, etc.

F-73

36. CAPITAL ADEQUACY

Eligible
capital
Tier I capital . . . . . . . . . . . . . . . . . . . . .
Tier II capital . . . . . . . . . . . . . . . . . . . .
Tier III capital . . . . . . . . . . . . . . . . . . . .
Total eligible capital . . . . . . . . . . . . . . .
Risk-
weighted
assets
Credit risk
Standardized
approach . . . . . . . . . .
Internal rating-based
approach . . . . . . . . . .
Asset
securitization . . . . . . .
Operational risk
Basic indicator
approach . . . . . . . . . .
Standardized
approach/alternative
standardized
approach . . . . . . . . . .
Advanced
measurement
approach . . . . . . . . . .
Market risk
Standardized
approach . . . . . . . . . .
Internal models
approach . . . . . . . . . .
Total risk-weighted assets . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Tier I capital to risk-weighted assets . . . . . .
Ratio of Tier II capital to risk-weighted assets . . . . . .
Ratio of Tier III capital to risk-weighted assets . . . . .
Ratio of common shareholders’ equity to total
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2010 December 31, 2010 December 31, 2010
The Bank Consolidation The Bank

F-74

Eligible capital
Tier I capital . . . . . . . . . . . . . . . . . . . . .
Tier II capital . . . . . . . . . . . . . . . . . . . .
Tier III capital . . . . . . . . . . . . . . . . . . .
Total eligible capital . . . . . . . . . . . . . .
Risk-weighted
assets
Credit risk
Standardized
approach . . . . . . . . . .
Internal rating-based
approach . . . . . . . . . .
Asset
securitization . . . . . .
Operational risk
Basic indicator
approach . . . . . . . . . .
Standardized
approach/alternative
standardized
approach . . . . . . . . . .
Advanced
measurement
approach . . . . . . . . . .
Market risk
Standardized
approach . . . . . . . . . .
Internal models
approach . . . . . . . . . .
Total risk-weighted assets . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Tier I capital to risk-weighted assets . . . . . . . . .
Ratio of Tier II capital to risk-weighted assets . . . . . . . . .
Ratio of Tier III capital to risk-weighted assets . . . . . . . .
Ratio of common shareholders’ equity to total assets . . .
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 December 31, 2012
The Bank Consolidation
NT$
US$(Note 2)
$ 25,122,063 $ 849,867
11,154,742
377,359


36,276,805
1,227,226
268,086,022
9,069,216




12,326,475
416,998




10,578,788
357,875


290,991,285
9,844,089
12.47%
8.63%
3.84%

4.82%
5.59%
NT$
US$(Note 2)
$ 25,712,352 $ 869,836
11,750,266
397,506


37,462,618
1,267,342
272,198,189
9,208,328




11,876,975
401,792




10,578,788
357,875

294,653,952
9,967,995
12.71%
8.72%
3.99%

4.82%
5.70%

Note a: Eligible capital and risk-weighted assets are calculated under the “Regulations Governing the Capital Adequacy Ratio of Banks” and the “Explanation of Methods for Calculating the Eligible Capital and Risk-weighted Assets of Banks”.

  • Note b: An annual report should include both the current year’s and prior year’s capital adequacy ratio, but a semiannual report should include the capital adequacy ratio of the most recent year.

Note c: Formulas used were as follows:

  • 1) Eligible capital = Tier I capital + Tier II capital + Tier III capital.

  • 2) Total risk-weighted assets = Risk-weighted assets for credit risk + (Capital requirements for operational risk and market risk) × 12.5.

  • 3) Capital adequacy ratio = Eligible capital/Total risk-weighted assets.

  • 4) Ratio of Tier I capital to risk-weighted assets = Tier I capital/Total risk-weighted assets.

  • 5) Ratio of Tier II capital to risk-weighted assets = Tier II capital/Total risk-weighted assets.

  • 6) Ratio of Tier III capital to risk-weighted assets = Tier III capital/Total risk-weighted assets.

  • 7) Ratio of common stock to total assets = Common stock/Total assets.

  • 8) Leverage ratio = Tier I capital/Adjusted average total asset (the average total asset excludes goodwill, deferred losses on the sale of nonperforming loans and items deducted from Tier I capital because of ineligibility as defined under the “Explanation of Methods for Calculating the Eligible Capital and Risk-Weighted Assets of Banks”).

Note d: Capital adequacy ratios have to be disclosed in the notes to consolidated financial statements, except those for the first and the third quarters.

F-75

37. AVERAGE AMOUNT AND AVERAGE INTEREST RATE OF INTEREST-EARNING ASSETS AND INTEREST-BEARING LIABILITIES (DISCLOSURES OF THE BANK)

2010
Average
Balance
Average
Rate(%)
NT$
Interest-earning assets
Cash and cash
equivalents—deposit
due from other
banks . . . . . . . . . . . . $ 1,310,995
0.07
Due from the Central
Bank and other
banks . . . . . . . . . . . .
77,320,250
0.59
Financial assets at fair
value through profit
or loss—government
bonds . . . . . . . . . . . .
1,909,784
1.95
Securities purchased
under resale
agreements . . . . . . . .
541,864
0.24
Receivables—credit
card revolving
balances . . . . . . . . . .
11,773,771
12.28
Discounts and loans . . .
222,454,084
2.36
Available-for-sale
financial assets
(excluding stocks) . .
14,384,657
1.37
Held-to-maturity
financial assets . . . . .
2,543,249
2.06
Debt investments with
no active market . . . .
4,181,662
1.70
Guarantee deposits for
financial instrument
agreements . . . . . . . .
1,400,051
0.08
Interest-bearing liabilities
Due to banks . . . . . . . . .
8,923,171
0.77
Demand deposits . . . . .
66,338,962
0.22
Time deposits . . . . . . . .
236,570,654
0.79
Negotiable certificates
of deposit . . . . . . . . .
13,217,044
0.49
Bank debentures . . . . . .
15,756,841
1.33
Other financial
liabilities—principal
of structured notes . .


Other financial
liabilities—securities
sold under repurchase
agreements . . . . . . . .
411,937
0.12
Year Ended December 31 Year Ended December 31 Year Ended December 31
2010 2011 2012
Average
Balance
Average
Rate(%)
Average
Balance
Average
Rate(%)
Average
Balance
Average
Rate(%)
0.07
0.59
1.95
0.24
12.28
2.36
1.37
2.06
1.70
0.08
0.77
0.22
0.79
0.49
1.33

0.12
NT$
$ 2,079,147
83,821,989
2,062,837
168,978
10,801,663
255,376,853
15,811,816
3,299,654
3,696,513
2,081,673
12,784,226
78,174,864
254,973,343
20,255,713
17,030,287
368,166
36,069
0.22
0.80
1.91
0.69
11.80
2.48
1.32
2.65
1.70
0.05
1.08
0.25
1.06
0.88
1.56
0.97
0.10
NT$
US$ (Note 2)
$ 1,615,605 $ 54,655
83,144,387
2,812,733
1,590,743
53,814
8,274,351
279,917
10,622,283
359,347
280,506,789
9,489,404
9,889,048
334,542
2,850,195
96,421
4,417,589
149,445
1,840,518
62,264
14,102,027
477,065
81,139,191
2,744,898
271,371,411
9,180,359
22,028,867
745,226
21,481,842
726,720
748,398
25,318
25,677
869
0.24
0.86
1.78
0.74
11.39
2.77
1.19
2.75
1.94
0.09
1.07
0.30
1.17
0.95
1.70
2.78
0.54

The above average balances were calculated at the average daily balance of interest-earning assets and interest-bearing liabilities for the year.

F-76

38. ASSET QUALITY OF LOANS, CONCENTRATION OF CREDIT EXTENSIONS, INTEREST RATE SENSITIVITY, PROFITABILITY AND MATURITY ANALYSIS OF ASSETS AND LIABILITIES (DISCLOSURES OF THE BANK)

  • a. Asset quality of loans

Nonperforming loans and nonperforming receivables

Item
Business
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . .
Consumer banking
Residential mortgage (Note d) . . . .
Cash card . . . . . . . . . . . . . . . . . . . .
Small-scale credit loans (Note e) . .
Others (Note f)
Secured . . . . . . .
Unsecured . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . . . . . .
Item
Business
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . .
Consumer banking
Residential mortgage (Note d) . . . .
Cash card . . . . . . . . . . . . . . . . . . . .
Small-scale credit loans (Note e) . .
Others (Note f)
Secured . . . . . . .
Unsecured . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . . . . . .
Item
Business
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . .
Consumer banking
Residential mortgage (Note d) . . . .
Cash card . . . . . . . . . . . . . . . . . . . .
Small-scale credit loans (Note e) . .
Others (Note f)
Secured . . . . . . .
Unsecured . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . . . . . .
December 31, 2010 December 31, 2010 Coverage
Ratio
(Note c)
383.35%
2,258.53%
185.59%

308.08%
187.53%
139.35%
299.92%
Coverage
Ratio
2,462.47%

Coverage
Ratio
(Note c)
1,831.83%
16,940.30%
362.61%

188.18%
851.74%
104.36%
779.32%
Coverage
Ratio
2,266.26%

Coverage
Ratio
(Note c)
114.94%
8,564.38%
530.21%

189.61%
683.42%
310.63%
271.96%
Coverage
Ratio
1,155.46%
Nonperforming
Loans (Note a)
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
NT$
$ 445,960
12,500
413,043

200,741
101,042
29,560
$1,202,846
Nonperforming
Receivables
NT$
$ 33,929,433
77,840,015
99,560,848

11,897,392
15,359,069
1,372,071
1.31%
0.02%
0.41%

1.69%
0.66%
2.15%
0.50%
Ratio of
Nonperforming
Receivables
NT$
$1,709,565
282,316
766,556

618,435
189,479
41,192
$3,607,543
Allowance for
Possible Losses
$239,958,828
Accounts
Receivable
75,095
15,631,166
0.48%
2,633,984

December 31, 2011
1,849,193
3,007
Nonperforming
Loans (Note a)
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
NT$
$133,629
5,303
227,571

192,345
24,666
29,036
$612,550
Nonperforming
Receivables
NT$
$ 35,675,055
89,851,175
105,697,900

13,805,008
26,989,102
2,215,876
0.37%
0.01%
0.22%

1.39%
0.09%
1.31%
0.22%
Ratio of
Nonperforming
Receivables
NT$
$2,447,853
898,344
825,201

361,946
210,089
30,302
$4,773,735
Allowance for
Possible Losses
$274,234,116
Accounts
Receivable
$ 34,168
$ 15,530,088
0.22%
3,412,000

December 31, 2012
$ 774,335
17,151
Nonperforming
Loans (Note a)
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
NT$
$ 863,888
10,006
186,867

192,776
48,320
15,250
$1,317,107
Nonperforming
Receivables
NT$
$ 32,947,720
86,306,591
108,423,628

14,971,799
37,077,113
4,074,581
2.62%
0.01%
0.17%

1.29%
0.13%
0.37%
0.46%
Ratio of
Nonperforming
Receivables
NT$
$ 992,934
855,151
990,792

365,529
330,229
47,371
$3,582,006
Allowance for
Possible Losses
$283,801,432
Accounts
Receivable
$ 61,453
$ 15,413,670
2,830,761
0.40%
$ 710,066
13,863

F-77

Item
Business
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . .
Consumer banking
Residential mortgage (Note d) . . . .
Cash card . . . . . . . . . . . . . . . . . . . .
Small-scale credit loans (Note e) . .
Others (Note f)
Secured . . . . . . .
Unsecured . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . . . . . .
December 31, 2012 December 31, 2012 December 31, 2012 Coverage
Ratio
(Note c)
114.94%
8,564.38%
530.21%

189.61%
683.42%
310.63%
271.96%
Coverage
Ratio
1,155.46%
Nonperforming
Loans (Note a)
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
US$ (Note 2)
$29,225
338
6,322

6,521
1,635
516
$44,557
Nonperforming
Receivables
US$ (Note 2)
$1,114,605
2,919,709
3,667,917

506,488
1,254,300
137,841
$9,600,860
Accounts
Receivable
2.62%
0.01%
0.17%

1.29%
0.13%
0.37%
0.46%
Ratio of
Nonperforming
Receivables
US$ (Note 2)
$ 33,590
28,929
33,518

12,366
11,171
1,603
$121,177
Allowance for
Possible Losses
$ 2,079
$ 521,437
95,763
0.40%
$ 24,021
469

Note a: Nonperforming loans represent the amounts of nonperforming loans reported to the authorities and disclosed to the public, as required by the “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/Non-accrued Loans.”

Nonperforming credit cards receivables represent the amounts of nonperforming receivables reported to the authorities and disclosed to the public, as required by the Banking Bureau’s letter dated July 6, 2005 (Ref. No. 0944000378).

Note b: Ratio of nonperforming loans: Nonperforming loans/Outstanding loan balance.

Ratio of nonperforming credit cards receivables: Nonperforming credit cards receivables ÷ Outstanding credit cards receivables balance.

Note c: Coverage ratio of allowance for possible losses for loans: Allowance for possible losses for loans ÷ Nonperforming loans.

Coverage ratio of allowance for possible losses for credit cards receivables: Allowance for possible losses for credit cards receivables ÷ Nonperforming credit cards receivables.

Note d: Residential mortgage is a loan given to the borrower who provides a house, to be purchased (or already owned) by the borrower or the spouse or the minor children of the borrower, as a mortgage to the Bank and will use the loan for house purchase or refurbishment.

Note e: Small-scale credit loans refer to the loans under the Banking Bureau’s regulation, dated December 19, 2005 (Ref. No. 09440010950), excluding small-scale unsecured loans obtained through credit cards and cash cards.

Note f: Other loans of consumer banking refer to secured or unsecured loans, excluding residential mortgage, cash card, small-scale credit loans and credit card.

Note g: As required by the Banking Bureau’s letter dated July 19, 2005 (Ref. No. 0945000494), factoring without recourse is disclosed as nonperforming receivables in three months upon the factors’ or insurance companies’ rejection of claims.

F-78

Nonperforming loans and nonperforming receivables excluded from the information stated above

Item
Business
Loans not classified as NPL
upon debt restructuring and
performed as agreed
(Note a) . . . . . . . . . . . . . . .
Loans upon performance of a
debt discharge program
and rehabilitation program
(Note b) . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . .
Decembe r 31, 2010 r 31, 2010 Decembe Decembe r 31, 2011 r 31, 2011 Decembe r 31, 2012
Nonperforming
Loans
Excluded
Nonperforming
Receivables
Excluded
Nonperforming
Loans
Excluded
Nonperforming
Receivables
Excluded
Nonperforming Loans
Excluded
Nonperforming
Receivables
Excluded
NT$
$ 850,251
551,802
$1,402,053
NT$
$2,067,269
1,382,899
$3,450,168
NT$
$ 643,243
535,484
$1,178,727
NT$
$1,575,374
1,415,117
$2,990,491
NT$
US$ (Note 2)
$ 458,950
$15,526
563,620
19,067
$1,022,570
$34,593
NT$
US$ (Note 2)
$1,157,342
$39,152
1,368,460
46,295
$2,525,802
$85,447

Note a: Supplementary disclosure related to the loans which need not be classified as NPL upon debt restructuring and performed as agreed, as stipulated in the Banking Bureau’s letter dated April 25, 2006 (Ref. No. 09510001270).

Note b: Supplementary disclosure related to the loans which need not be classified as NPL upon performance of a debt discharge program and rehabilitation program, as stipulated in the Banking Bureau’s letter dated September 15, 2008 (Ref. No. 09700318940).

b. Concentration of credit extensions

December 31, 2010

Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
A Group—2413—steel rolling and extruding
D Group—5010—ocean water transportation
K Group—2611—integrated circuits
manufacturing
H Group—2641—liquid crystal panel and
components manufacturing
L Group—2630—printed circuits manufacturing
N Group—4210—highway and street construction
J Group—2641—liquid crystal panel and
components manufacturing
O Group—6611—securities
F Group—1850—artificial fiber
M Group—6499—non-categorized and other
financial intermediaries
Total Balances
of Credit
Extensions
(Note c)
NT$
$4,256,010
3,360,950
3,243,465
2,753,070
2,482,995
2,472,335
2,466,649
2,073,383
1,957,931
1,919,873
Ratio of Credit
Extensions to
Net Worth(%)
19%
15%
14%
12%
11%
11%
11%
9%
9%
8%

F-79

December 31, 2011

December 31, 2011
Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
Total Balances
of Credit
Extensions
(Note c)
Ratio of Credit
Extensions to
Net Worth(%)
A Group—2413—steel rolling and extruding
D Group—5010—ocean water transportation
K Group—2611—integrated circuit manufacturing
H Group—2641—liquid crystal panel and
components manufacturing
F Group—1850—artificial fiber
L Group—2630—printed circuits manufacturing
M Group—6499—non-categorized and other
financial intermediaries
J Group—2641—liquid crystal panel and components
manufacturing
C Group—6499—non-categorized and other
financial intermediaries
G Group—6499—non-categorized and other
financial intermediaries
NT$
$5,566,747
3,493,631
2,823,382
2,485,091
2,259,714
2,248,242
2,046,291
2,002,101
1,863,045
1,811,764
23%
14%
11%
10%
9%
9%
8%
8%
8%
7%

December 31, 2012

Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
Total Balances
of Credit
Extensions
(Note c)
Ratio of Credit
Extensions to
Net Worth(%)
A Group—2499—non-categorized and
other basic metal manufacturing
B Group—5232- ocean freight
transportation forwarding services
C Group—6499—non-categorized and
other financial intermediaries
D Group—1700—petroleum and coal
product manufacturing
E Group—6499—non-categorized and
other financial intermediaries
F Group—1850—artificial fiber
G Group—6499—non-categorized and
other financial intermediaries
H Group—2641—liquid crystal panel and
components manufacturing
I Group—6499—non-categorized and
other financial intermediaries
J Group—2641—liquid crystal panel and
components manufacturing
NT$
US$ (Note 2)
$4,217,402
$142,673
2,973,840
100,604
2,639,001
89,276
2,479,719
83,888
2,418,693
81,823
2,014,731
68,157
1,860,285
62,933
1,736,418
58,742
1,716,021
58,052
1,690,020
57,173
16%
11%
10%
9%
9%
8%
7%
7%
6%
6%

Note a: The rankings above represent the top 10 corporate entities except for government or state-owned enterprises, based on the total balance of credit extension granted by the Bank. The amount of credit extensions should be disclosed in aggregate for each group entity, the code and industry of which are also required. The industry of the group entities is designated as the industry of the individual group entity with the greatest risk exposure. The lines of industry should conform to the industry sub-categorization of the Standard Industrial Classification System of the Republic of China published by the Directorate-General of Budget, Accounting and Statistics under the Executive Yuan.

F-80

Note b: “Group Entity” is defined in Article 6 of “Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings.”

Note c: Credit extension balance includes various loans (import and export negotiations, discounted, overdrafts, unsecured and secured short-term loans, margin loans receivable, unsecured and secured medium-term loans, unsecured and secured long-term loans, and nonaccrual loans), bills purchased, factored accounts receivable without recourse, acceptances and guarantees.

c. Interest rate sensitivity

Table 1: For New Taiwan dollar items

Interest Rate Sensitivity Analysis December 31, 2010

(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %)
181 Days to
Over
Items 1 to 90 Days 91 to 180 Days One Year
One Year
Total
Interest rate—sensitive assets . . . . . . . . . $225,402,024 $94,431,786 $ 2,150,829 $27,857,825 $349,842,464
Interest rate-sensitive liabilities . . . . . . . 155,414,581 98,616,368 60,981,203
10,037,116
325,049,268
Interest rate sensitivity gap . . . . . . . . . . . 69,987,443 (4,184,582) (58,830,374) 17,820,709 24,793,196
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,446,757
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107.63%
Ratio of the interest-rate sensitivity gap to net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.74%

Interest Rate Sensitivity Analysis December 31, 2011

(In Thousands of New Taiwan Dollars, %)

Items
1 to 90 Days
Interest rate—sensitive assets . . . . . . . . . $231,853,494
Interest rate—sensitive liabilities . . . . . .
150,954,515
Interest rate sensitivity gap . . . . . . . . . . .
80,898,979
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate—sensitive assets to liabilities . . .
Ratio of the interest—rate sensitivity gap to net worth .
1 to 90 Days 91 to 180 Days 181 Days to
One Year
Over
One Year
Total
$361,944,055
343,927,597
18,016,458
24,542,500
105.24%
73.41%
$104,937,888
118,967,341
(14,029,453)
. . . . . . . . . . . . .
. . . . . . . . . . . . .
. . . . . . . . . . . . .
$ 696,476 $24,456,197
59,999,402
14,006,339
(59,302,926) 10,449,858
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .

Interest Rate Sensitivity Analysis December 31, 2012

(In Thousands of New Taiwan Dollars, %)

Items
1 to 90 Days
Interest rate—sensitive assets . . . . . . . $253,480,225
Interest rate—sensitive liabilities . . . .
156,809,605
Interest rate sensitivity gap . . . . . . . . .
96,670,620
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate—sensitive assets to liabilities . .
Ratio of the interest—rate sensitivity gap to net worth
1 to 90 Days 91 to 180 Days 181 Days to
One Year
Over
One Year
$ 5,506,331 $19,502,917
70,706,563
18,904,581
(65,200,232)
598,336
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Over
One Year
Total
$388,591,067
365,967,145
22,623,922
26,353,494
106.18%
85.85%
$110,101,594
119,546,396
(9,444,802)
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .

F-81

Interest Rate Sensitivity Analysis December 31, 2012

(In Thousands of U.S. Dollars, %, Note 2)
Items
1 to 90 Days
91 to 180 Days
181 Days to
One Year
Over One
Year
Interest rate—sensitive assets . . . . . .
$8,575,109
$3,724,682
$ 186,276
$659,774
Interest rate—sensitive liabilities . . .
5,304,790
4,044,195
2,391,967
639,533
Interest rate sensitivity gap . . . . . . . .
3,270,319
(319,513)
(2,205,691)
20,241
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate—sensitive assets to liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of the interest—rate sensitivity gap to net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, %, Note 2) (In Thousands of U.S. Dollars, %, Note 2) (In Thousands of U.S. Dollars, %, Note 2) (In Thousands of U.S. Dollars, %, Note 2) Total
$13,145,841
12,380,485
765,356
891,526
106.18%
85.85%
91 to 180 Days
$3,724,682
4,044,195
(319,513)
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
181 Days to
One Year
$ 186,276
2,391,967
(2,205,691)
. . . . . . . . . . . .
. . . . . . . . . . . .
. . . . . . . . . . . .
Over One
Year
$659,774
639,533
20,241
. . . . . . . . .
. . . . . . . . .
. . . . . . . . .

Table 2: For U.S. dollar items

Interest Rate Sensitivity Analysis December 31, 2010

Items
1 to 90 Days
Interest rate—sensitive assets . . . . . . .
$1,146,240
Interest rate—sensitive liabilities . . . .
745,971
Interest rate sensitivity gap . . . . . . . . .
400,269
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate—sensitive assets to liabilities . . . .
Ratio of the interest—rate sensitivity gap to net worth .
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$1,224,051
1,639,591
(415,540)
4,201
74.66%
(9,891.45%)
91 to 180 Days
$ 72,931
456,529
(383,598)
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
181 Days to
One Year
$ 1,303
437,091
(435,788)
. . . . . . . . . . . .
. . . . . . . . . . . .
. . . . . . . . . . . .
Over One
Year
$3,577

3,577
. . . . . . . .
. . . . . . . .
. . . . . . . .

Interest Rate Sensitivity Analysis December 31, 2011

Items
1 to 90 Days
Interest rate—sensitive assets . . . . . . .
$1,256,664
Interest rate—sensitive liabilities . . . .
749,276
Interest rate sensitivity gap . . . . . . . . .
507,388
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate—sensitive assets to liabilities . . . .
Ratio of the interest—rate sensitivity gap to net worth . .
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$1,381,067
1,450,384
(69,317)
4,837
95.22%
(1,433.06%)
91 to 180 Days
$ 92,529
471,641
(379,112)
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
181 Days to
One Year
$ 9,075
229,467
(220,392)
. . . . . . . . . . . .
. . . . . . . . . . . .
. . . . . . . . . . . .
Over One
Year
$22,799

22,799
. . . . . . . .
. . . . . . . .
. . . . . . . .

F-82

Interest Rate Sensitivity Analysis December 31, 2012

Items
Interest rate—sensitive assets . . . . . . .
Interest rate—sensitive liabilities . . . .
Interest rate sensitivity gap . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets
to liabilities . . . . . . . . . . . . . . . . . . .
Ratio of the interest-rate sensitivity
gap to net worth . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$1,241,670
1,680,275
(438,605)
12,894
73.90%
(3,401.62%)
1 to 90 Days
$1,151,415
842,195
309,220
91 to 180 Days
$ 73,165
576,977
(503,812)
181 Days to
One Year
$ 3,169
261,103
(257,934)
Over
One Year
$13,921

13,921
  • Note a: Table 1 refers only to the New Taiwan dollar amounts held by the head office and domestic branches (i.e., excluding foreign currencies).

  • Note b: Table 2 refers to the total U.S. dollar amounts held by the head office, domestic branches, OBU and overseas branches, excluding contingent assets and liabilities.

  • Note c: Interest rate-sensitive assets and liabilities refer to interest-earning assets and interest-bearing liabilities that were affected by interest rate changes.

  • Note d: Interest rate sensitivity gap = Interest rate-sensitive assets�Interest rate-sensitive liabilities.

  • Note e: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets/Interest rate-sensitive liabilities.

  • d. Profitability

Items
Return on total assets
Before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Return on equity
Before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010
0.77%
0.55%
14.00%
10.08%
25.25%
2011
0.59%
0.55%
10.63%
10.00%
27.39%
2012
0.65%
0.57%
11.42%
10.00%
26.59%

Note a: Return on total assets = Income before (after) income tax/Average total assets.

Note b: Return on equity = Income before (after) income tax/Average equity.

Note c: Net income ratio = Income after income tax/Total net revenues.

F-83

e. Maturity analysis of assets and liabilities

  • 1) For New Taiwan dollar items

December 31, 2010

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Amount for Remaining Period to Maturity
Total 1 to 30 Days From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to One Year
Over
One Year
Main capital inflow on maturity . . .
Main capital outflow on maturity . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity . . . .
Main capital outflow on maturity . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity . . .
Main capital outflow on maturity . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity . . . . .
Main capital outflow on maturity . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . .
$389,487,428
395,795,821
(6,308,393)
Total
$416,967,038
420,134,673
(3,167,635)
$114,290,286
$ 39,177,042
$ 27,438,622
$ 32,367,109
65,066,081
55,950,784
64,009,435
116,529,934
49,224,205
(16,773,742)
(36,570,813)
(84,162,825)
December 31, 2011
(In Thousands of New Taiwan Dollars)
$176,214,369
94,239,587
81,974,782
Amount for Remaining Period to Maturity
1 to 30 Days
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to One Year
$94,487,890
$54,911,668
$ 31,082,913
$ 36,074,818
58,045,403
64,376,666
77,596,601
114,959,051
36,442,487
(9,464,998)
(46,513,688)
(78,884,233)
December 31, 2012
(In Thousands of New Taiwan Dollars)
Amount for Remaining Period to Maturity
Over
One Year
$200,409,749
105,156,952
95,252,797
Total
Amount for Remaining Period to Maturity
1 to 30 Days
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to One Year
Over
One Year
$472,950,337
$141,398,187
$ 43,401,150
$ 29,079,834
$ 37,661,583
$221,409,583
479,803,703
86,260,569
88,694,541
72,943,294
109,832,711
122,072,588
(6,853,366)
55,137,618
(45,293,391)
(43,863,460)
(72,171,128)
99,336,995
December 31, 2012
(In Thousands of U.S. Dollars, Note 2)
Total
Amount for Remaining Period to Maturity
1 to 30 Days
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to One Year
Over
One Year
. .
$15,999,673
$4,783,430
$ 1,468,239
$ 983,756
$ 1,274,073
$7,490,175
. .
16,231,519
2,918,152
3,000,492
2,467,635
3,715,586
4,129,654
. .
(231,846)
1,865,278
(1,532,253)
(1,483,879)
(2,441,513)
3,360,521
Amount for Remaining Period to Maturity
1 to 30 Days
$141,398,187
86,260,569
55,137,618
December
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to One Year
$ 43,401,150
$ 29,079,834
$ 37,661,583
88,694,541
72,943,294
109,832,711
(45,293,391)
(43,863,460)
(72,171,128)
31, 2012
(In Thousands of U.S. Dollars, Note 2)
Over
One Year
$221,409,583
122,072,588
99,336,995
Total Amount for Remaining Period to Maturity
1 to 30 Days
$4,783,430
2,918,152
1,865,278
From 31 Days
to 90 Days
$ 1,468,239
3,000,492
(1,532,253)
From 91 Days
to 180 Days
$ 983,756
2,467,635
(1,483,879)
From 181 Days
to One Year
$ 1,274,073
3,715,586
(2,441,513)
Over
One Year
$7,490,175
4,129,654
3,360,521

Note: This table includes only the New Taiwan dollar amounts held by the head office and domestic branches.

2) For U.S. dollar items

December 31, 2010

Main capital inflow on maturity . . . . . . . .
Main capital outflow on maturity . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars)
Total
$2,401,506
2,376,235
25,271
1 to 30 Days
$ 874,660
998,603
(123,943)
Amount for Remaining Period to Maturity
From 31 Days
to 90 Days
$473,557
384,184
89,373
From 91 Days
to 180 Days
$314,321
222,346
91,975
From 181 Days
to One Year
$ 376,126
664,519
(288,393)
Over
One Year
$362,842
106,583
256,259

F-84

December 31, 2011

(In Thousands of U.S. Dollars)

(In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars)
Main capital inflow on maturity . . . . . . . .
Main capital outflow on maturity . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
$2,776,536
2,784,337
(7,801)
Amount for Remaining Period to Maturity
1 to 30 Days
$975,097
771,715
203,382
From 31 Days
to 90 Days
$566,879
554,010
12,869
From 91 Days
to 180 Days
$ 174,925
439,863
(264,938)
From 181 Days
to One Year
$ 480,132
717,083
(236,951)
Over
One Year
$579,503
301,666
277,837

December 31, 2012

Main capital inflow on maturity . . . . . . . .
Main capital outflow on maturity . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars)
Total
$4,046,574
4,028,405
18,169
Amount for Remaining Period to Maturity
1 to 30 Days
$1,296,990
1,440,646
(143,656)
From 31 Days
to 90 Days
$974,256
778,882
195,374
From 91 Days
to 180 Days
$607,656
688,030
(80,374)
From 181 Days
to One Year
$ 391,131
653,831
(262,700)
Over
One Year
$776,541
467,016
309,525

Note: This table includes only the total U.S. dollar amounts held by the head office, domestic branches and OBU.

39. ACQUISITION OF ANOTHER FINANCIAL INSTITUTION’S ASSETS, LIABILITIES AND OPERATIONS

The Bank acquired some of the assets, liabilities and operations (mainly 19 domestic branches), classified as Package B of the Chinfon Bank, to expand the Bank’s branches and business and strengthen the Bank’s operations, market position and competitiveness. The Bank made this acquisition at a price of NT$19.103 billion through a bidding process on October 27, 2009, which was subsidized by the Resolution Trust Corporation (RTC) fund. This acquisition was approved by the shareholders’ interim meeting on January 19, 2010 and by the Financial Supervisory Commission on March 4, 2010. On April 3, 2010, the Bank took over the entire assets, liabilities and operations of Chinfon Bank’s Package B. In accordance with the provision for price adjustment in the contract between the Bank and the RTC, the actual subsidies that Bank received were NT$19,888,865 thousand.

Under the Statement of Financial Accounting Standards No. 25—“Business Combinations,” the Bank allocated the acquisition cost on the basis of the fair values of the related assets and liabilities; the allocated amounts were as follows:

Assets
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidy payment by the Central Deposit Insurance Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$ 387,307
365,143
17,298
3,872,667
684,152
190,252
1,967,097
7,483,916
279,451
26,769,884
262,820
60,626
27,372,781
$19,888,865

F-85

40. SEGMENT INFORMATION

Information provided to the Bank and its subsidiaries’ chief operating decision makers for resource allocation and segment performance assessment focuses on nature of operation and profits. Based on Statement of Financial Reporting Standards No. 41—“Operating Segments,” the reportable segments were as follows:

  • a. Individual banking: Mainly includes consumer banking loans such as mortgages, credit loans, car loans, installment, etc.; credit cards; individual deposits; and wealth management;

  • b. Corporate banking: Mainly includes corporate-related business, foreign-currency business and financial market business;

  • c. Others: Any business not included in individual and corporate banking.

The accounting policies of each operating segment are the same as those stated in Note 2 to the consolidated financial statements.

Income and operating results

The income and operating results of the reportable segments of the Bank and its subsidiaries were as follows:

Year ended December 31, 2010
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income (loss) . . . . . . . . . . . . . . . . . . . . .
Other net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision (provision) for possible losses . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment income (loss) before income tax . . . . . . . . . . . . . . .
Individual
Banking
Corporate
Banking
(Including
Overseas
Branches)
Others
NT$
$ 3,411,253
1,686,670
1,437,145
NT$
$1,674,787
238,272
1,347,436
$ 2,619,000 $1,933,370
Year ended December 31, 2011
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . . . . . . . . . . . . . . .
Other net income (loss) . . . . . . . . . . . . . . . . . . . . .
Net profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision (provision) for possible losses . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment income (loss) before income tax . . . . . . . . . . .
Individual
Banking
NT$
$ 3,592,315
1,628,753
1,810,654
7,031,722
446,729
(4,154,527)
$ 3,323,924
Corporate
Banking
(Including
Overseas
Branches)
NT$
$ 1,532,439
237,150
1,326,451
3,096,040
(1,948,328)
(913,011)
$ 234,701
Others
NT$
$(1,245,377)
6,009
(224,118)
(1,463,486)
667,464
(238,988)
$(1,035,010)
Total
NT$
$ 3,879,377
1,871,912
2,912,987
8,664,276
(834,135)
(5,306,526)
$ 2,523,615

F-86

Year ended December 31, 2012
Net interest income (loss) . . . . .
Noninterest income and gains,
net
Net service fee income . . . .
Other net income (loss) . . .
Net profit (loss) . . . . . . . . . . . . .
Reversal of provision
(provision) for possible
losses . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . .
Segment income (loss) before
income tax . . . . . . . . . . . . . . .
Individual Banking Corporate Banking
(Including Overseas
Branches)
Others Total
NT$
US$ (Note 2)
$ 3,632,863
$ 122,898
1,616,889
54,698
2,098,425
70,989
7,348,177
248,585
(809,479)
(27,384)
(4,399,174)
(148,822)
$ 2,139,524
$ 72,379
NT$
US$ (Note 2)
$ 1,656,285
$ 56,031
229,000
7,747
1,888,162
63,876
3,773,447
127,654
(471,168)
(15,939)
(1,002,282)
(33,907)
$ 2,299,997
$ 77,808
NT$
US$ (Note 2)
$(1,310,402)
$(44,330)
151,692
5,132
(322,838)
(10,922)
(1,481,548)
(50,120)
383,306
12,967
(413,583)
(13,991)
$(1,511,825)
$(51,144)
NT$
US$ (Note 2)
$3,978,746
$ 134,599
1,997,581
67,577
3,663,749
123,943
9,640,076
326,119
(897,341)
(30,356)
(5,815,039)
(196,720)
$2,927,696
$ 99,043

Segment assets information

The Bank and its subsidiaries’ measure of the assets and liabilities by segment is limited to the average amounts of deposits and loans. Thus, based on Interpretation 2010-151 issued by the Accounting Research and Development Foundation, segment assets information need not be disclosed.

Geographical information

The Bank and its subsidiaries did not disclose geographical information because the operating income generated from overseas branches was less than 10% of the operating income of the Bank and its subsidiaries.

41. INFORMATION ON FOREIGN-CURRENCY FINANCIAL ASSETS AND LIABILITIES

The significant financial assets and liabilities denominated in foreign currencies were as follows:

Financial assets
Monetary item
USD . . . . . . . . . . . . . . . . . .
HKD . . . . . . . . . . . . . . . . .
AUD . . . . . . . . . . . . . . . . .
CNY . . . . . . . . . . . . . . . . .
EUR . . . . . . . . . . . . . . . . . .
JPY . . . . . . . . . . . . . . . . . .
SGD . . . . . . . . . . . . . . . . . .
CAD . . . . . . . . . . . . . . . . .
Nonmonetary item
USD . . . . . . . . . . . . . . . . . .
Financial liabilities
Monetary item
USD . . . . . . . . . . . . . . . . . .
HKD . . . . . . . . . . . . . . . . .
CNY . . . . . . . . . . . . . . . . .
AUD . . . . . . . . . . . . . . . . .
JPY . . . . . . . . . . . . . . . . . .
EUR . . . . . . . . . . . . . . . . . .
SGD . . . . . . . . . . . . . . . . . .
GBP . . . . . . . . . . . . . . . . . .
NZD . . . . . . . . . . . . . . . . .
CAD . . . . . . . . . . . . . . . . .
December 31
2010 2011 2012
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$1,243,554
29.50
$36,684,843
1,441,850
3.794
5,470,379
69,579
30.06
2,091,543
3,890
4.480
17,426
6,597
39.42
260,046
5,091,936
0.3627
1,846,845
657
23.00
15,100
162
29.53
4,796
1,731
31.51
54,539
1,671,447
29.50
49,307,688
1,349,425
3.794
5,119,720



36,246
30.06
1,089,554
1,434,280
0.3627
520,213
40,228
39.42
1,585,786
660
23.00
15,172
11,534
45.71
527,211
17,888
22.84
408,552
2,403
29.53
70,972
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$1,386,155
30.29
$41,986,632
1,477,083
3.899
5,759,147
61,625
30.75
1,894,955
282,881
4.812
1,361,223
20,954
39.20
821,408
2,745,405
0.3904
1,071,806
318
23.31
7,409
492
29.66
14,588
4,109
30.29
124,465
1,475,987
30.29
44,707,646
711,700
3.899
2,774,919
437,493
4.812
2,105,217
62,694
30.75
1,924,846
4,473,755
0.3904
1,746,554
40,225
39.20
1,576,810
28,188
23.31
657,067
8,872
46.74
414,673
14,786
23.41
346,135
4,445
29.66
131,842
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
U.S. Dollars
(Note 2)
$1,267,880
29.136
$36,940,940
$1,249,694
2,153,765
3.759
8,096,003
273,884
42,597
30.27
1,289,420
43,620
226,826
4.678
1,061,095
35,896
16,212
38.61
625,936
21,175
1,583,772
0.3375
534,523
18,083
783
23.83
18,659
631
65
29.30
1,909
65




1,721,852
29.136
50,167,884
1,697,154
679,135
3.759
2,552,870
86,362
477,941
4.678
2,235,810
75,636
67,537
30.27
2,044,353
69,159
5,527,286
0.3375
1,865,459
63,108
24,726
38.61
954,664
32,296
722
23.83
17,203
582
5,013
46.95
235,339
7,961
8,795
23.94
200,541
6,784
2,567
29.30
75,222
2,545

F-87

42. PRE-DISCLOSURE OF ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

Under Rule No. 0990004943 issued by the Financial Supervisory Commission (FSC) on February 2, 2010, the Bank prepared its pre-disclosure for the adoption of International Financial Reporting Standards (IFRSs) in the 2012 consolidated financial report as follows:

  • a. On May 14, 2009, the FSC announced the “Framework for the Adoption of International Financial Reporting Standards by Companies in the ROC.” In this framework, starting 2013, companies with shares listed on the TSE or traded on the Taiwan GreTai Securities Market or Emerging Stock Market should prepare their financial statements in accordance with the Regulations Governing the Preparation of Financial Statements of Issuers of Securities and IFRSs. IFRSs as used herein include the International Financial Reporting Standards, International Accounting Standards (IAS), and International Financial Reporting Interpretations Committee (IFRIC) Interpretations translated by the Accounting Research and Development Foundation (ARDF) and issued by the FSC. To comply with this framework, the Bank has set up a project team and made a plan to adopt the IFRSs. The implementation of this plan is led by the IFRS project team. The main contents of the plan and schedule, and status of execution as of December 31, 2012 are as follows:
Contents of Plan and Schedule
1)
Setting up a cross-functional project team
2)
Setting up a plan for IFRSs adoption
3)
Identifying differences between ROC GAAP
and IFRSs
4)
Identifying the consolidated entities
5)
Evaluating the effect of applications and
exemptions based on IFRS 1—“First-time
Adoption of International Financial Reporting
Standards”
6)
Evaluating the adjustments that should be
made on information systems
7)
Evaluating the adjustments that should be
made on internal controls
8)
Selecting accounting policies based on IFRSs
9)
Selecting applications and exemptions based
on IFRS 1
10) Preparing an opening IFRS statement of
financial position
11) Preparing the comparative financial
statements for 2012
12) Modifying related internal control systems
(including the financial reporting process and
related information systems) and the operating
manual
Responsible
Department
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
IFRS project team
Status of Execution
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed

F-88

  • b. The Bank and its subsidiaries have assessed that some significant differences exist between ROC GAAP and IFRSs, as follows:

  • 1) Reconciliation of consolidated balance sheet as of January 1, 2012:

ROC GAAP Effect of
Transition to
IFRSs
Effect of
Transition to
IFRSs
IFRSs
Item
Note
Cash and cash equivalents
6) a)
Due from the Central Bank
and other banks
Financial assets at fair value
through profit or loss
Derivative financial assets
for hedging
6) 1)
Securities purchased under
resale agreements
Receivables, net
6) b), 6) c)
Discounts and loans, net
Available-for-sale financial
assets
6) b)
Held-to-maturity financial
assets
Investments accounted for by
the equity method
6) d)
Debt investments with no
active market
Other financial assets
6) a), 6) l)
Property and equipment, net
Intangible assets
Deferred income tax assets
6) c), 6) h),
6) l)
Other assets
6) l)
Total
Due to the Central Bank and
other banks
Short-term loans
Financial liabilities at fair
value through profit or
loss
6) b)
Derivative financial
liabilities for hedging
6) l)
Payables
6) f), 6) g),
6) l)
Income tax payable
6) l)
Deposits and remittances
Bank debentures
Other financial liabilities
6) l)
Provisions
6) h), 6) l)
Other liabilities
6) f), 6) l)
Total liabilities
Capital stock
Capital surplus
6) e)
Retained earnings
6) k)
Equity adjustments
Exchange differences
resulting from
translating the
financial statements
of foreign operations
Unrealized valuation
gain on available-for-
sales financial assets
6) b)
Total shareholders’ equity
Total
Item Amount Amount
Cash and cash equivalents
Due from the Central Bank
and other banks
Financial assets at fair value
through profit or loss
Securities purchased under
resale agreements
Receivables, net
Discounts and loans, net
Available-for-sale financial
assets
Held-to-maturity financial
assets
Investments accounted for by
the equity method
Debt investments with no
active market
Other financial assets
Properties
Intangible assets
Other assets
Total
Due to the Central Bank and
other banks
Short-term loans
Financial liabilities at fair
value through profit or loss
Payables
Deposits and remittances
Bank debentures
Other financial liabilities
Other liabilities
Total liabilities
Capital stock
Capital surplus
Retained earnings
Equity adjustments
Cumulative translation
adjustments
Unrealized valuation gain
on available-for-sale
financial assets
Total shareholders’ equity
Total
NT$
$ 6,005,214
86,739,190
13,806,866

850,505
20,855,894
269,460,381
15,674,659
3,927,905
2,474,458
9,293,780
2,884,083
2,943,673
1,905,193

1,633,309




NT$
$ (2,900)


252,233

1,094,919

(729,247)

(2,071)

(249,333)


1,098,026
(1,080,548)
$ 381,079
$ —

303,805
$ 13,093
(195,905)
124,723


(13,093)
690,680
(379,819)
543,484

(9,302)
(145,697)

(7,406)
(162,405)
$ 381,079
NT$
$ 6,002,314
86,739,190
13,806,866
252,233
850,505
21,950,813
269,460,381
14,945,412
3,927,905
2,472,387
9,293,780
2,634,750
2,943,673
1,905,193
1,098,026
552,761
$438,455,110 $438,836,189
$ 11,785,731
1,369,929
4,081,035
$ —
4,691,225

369,998,562
20,230,280
854,450

789,520
$ 11,785,731
1,369,929
4,384,840
$ 13,093
4,495,320
124,723
369,998,562
20,230,280
841,357
690,680
409,701
413,800,732 414,344,216
21,185,604
29,008
3,409,346
12,762
17,658
21,185,604
19,706
3,263,649
12,762
10,252
24,654,378 24,491,973
$438,455,110 $438,836,189

F-89

2) Reconciliation of consolidated balance sheet as of December 31, 2012:

ROC GAAP Effect of
Transition to
IFRSs
Effect of
Transition to
IFRSs
IFRSs
Item
Note
Cash and cash equivalents
6) a)
Due from the Central Bank
and other banks
Financial assets at fair value
through profit or loss
Derivative financial assets
for hedging
6) l)
Securities purchased under
resale agreements
Receivables, net
6) c)
Discounts and loans, net
Available-for-sale financial
assets
Held-to-maturity financial
assets
Investments accounted for
by the equity method
6) d)
Debt investments with no
active market
Other financial assets
6) a), 6) l)
Property and equipment, net
Intangible assets
Deferred income tax assets
6) c), 6) h),
6) l)
Other assets
6) l)
Total
Due to the Central Bank and
other banks
Short-term loans
Financial liabilities at fair
value through profit or
loss
Derivative financial
liabilities for hedging
6) l)
Payables
6) f), 6) g),
6) l)
Income tax payable
6) l)
Deposits and remittances
Bank debentures
Other financial liabilities
6) l)
Provisions
6) h), 6) l)
Other liabilities
6) f), 6) l)
Total liabilities
Capital stock
Capital surplus
6) e)
Retained earnings
6) k)
Equity adjustments
Exchange differences
resulting from
translating the
financial statements
of foreign operations
Unrealized valuation
loss on available-for
sales financial assets
Total shareholders’ equity
Total
Item Amount Amount
NT$
$ 5,596,551
82,818,608
16,110,835
180,242
23,741,992
20,781,182
280,219,426
11,865,864
2,224,301
2,368,548
10,713,828
3,059,511
2,879,693
1,868,048
912,046
226,072
$465,566,747
$ 11,674,958
969,980
3,745,032
12,819
5,560,371
113,131
391,933,266
23,072,123
938,090
697,845
415,845
439,133,460
$ 22,422,596
22,348
4,153,012
9,131
(173,800)
26,433,287
$465,566,747
Cash and cash equivalents
Due from the Central Bank
and other banks
Financial assets at fair value
through profit or loss
Securities purchased under
resale agreements
Receivables, net
Discounts and loans, net
Available-for-sale financial
assets
Held-to-maturity financial
assets
Investments accounted for by
the equity method
Debt investments with no
active market
Other financial assets
Properties
Intangible assets
Other assets
Total
Due to the Central Bank and
other banks
Short-term loans
Financial liabilities at fair
value through profit or loss
Payables
Deposits and remittances
Bank debentures
Other financial liabilities
Other liabilities
Total liabilities
Capital stock
Capital surplus
Retained earnings
Equity adjustments
Cumulative translation
adjustments
Unrealized valuation loss
on available-for-sale
financial assets
Total shareholders’ equity
Total
NT$
$ 5,599,451
82,818,608
16,110,835

23,741,992
20,726,506
280,219,426
11,865,864
2,224,301
2,372,398
10,713,828
3,236,853
2,879,693
1,868,048

1,120,509
NT$
$ (2,900)


180,242

54,676



(3,850)

(177,342)


912,046
(894,437)
$ 68,435
$ —


12,819
(147,806)
113,131


(12,819)
697,845
(426,677)
236,493
$ —
(9,302)
(158,756)


(168,058)
$ 68,435
$465,498,312
$ 11,674,958
969,980
3,745,032

5,708,177

391,933,266
23,072,123
950,909

842,522
438,896,967

F-90

ROC GAAP Effect of
Transition to
IFRSs
IFRSs
Item
Note
Cash and cash equivalents
6) a)
Due from the Central Bank
and other banks
Financial assets at fair value
through profit or loss
Derivative financial assets
for hedging
6) l)
Securities purchased under
resale agreements
Receivables, net
6) c)
Discounts and loans, net
Available-for-sale financial
assets
Held-to-maturity financial
assets
Investments accounted for by
the equity method
6) d)
Debt investments with no
active market
Other financial assets
6) a), 6) l)
Property and equipment, net
Intangible assets
Deferred income tax assets
6) c), 6) h),
6) l)
Other assets
6) l)
Total
Due to the Central Bank and
other banks
Short-term loans
Financial liabilities at fair
value through profit or loss
Derivative financial
liabilities for hedging
6) l)
Payables
6) f), 6) g),
6) l)
Income tax payable
6) l)
Deposits and remittances
Bank debentures
Other financial liabilities
6) l)
Provisions
6) h), 6) l)
Other liabilities
6) f), 6) l)
Total liabilities
Capital stock
Capital surplus
6) e)
Retained earnings
6) k)
Equity adjustments
Exchange differences
resulting from
translating the
financial statements
of foreign operations
Unrealized valuation
loss on available-for
sales financial assets
Total shareholders’ equity
Total
Item Amount Amount
Cash and cash equivalents
Due from the Central Bank
and other banks
Financial assets at fair value
through profit or loss
Securities purchased under
resale agreements
Receivables, net
Discounts and loans, net
Available-for-sale financial
assets
Held-to-maturity financial
assets
Investments accounted for by
the equity method
Debt investments with no
active market
Other financial assets
Properties
Intangible assets
Other assets
Total
Due to the Central Bank and
other banks
Short-term loans
Financial liabilities at fair
value through profit or loss
Payables
Deposits and remittances
Bank debentures
Other financial liabilities
Other liabilities
Total liabilities
Capital stock
Capital surplus
Retained earnings
Equity adjustments
Cumulative translation
adjustments
Unrealized valuation loss
on available-for-sale
financial assets
Total shareholders’ equity
Total
US$ (Note 2)
$ 189,427
2,801,712
545,022

803,180
701,167
9,479,683
401,416
75,247
80,257
362,443
109,501
97,419
63,195

37,906
US$ (Note 2)
$ 189,329
2,801,712
545,022
6,097
803,180
703,017
9,479,683
401,416
75,247
80,127
362,443
103,502
97,419
63,195
30,853
7,648
$15,749,890
$ 394,958
32,814
126,693
434
188,105
3,827
13,258,906
780,518
31,735
23,608
14,067
14,855,665
758,545
756
140,495
309
(5,880)
894,225
$15,749,890
$15,747,575
$ 394,958
32,814
126,693

193,105

13,258,906
780,518
32,169

28,502
14,847,665

F-91

  • 3) Reconciliation of the statement of comprehensive income for the year ended December 31, 2012
ROC GAAP Effect of
Transition to
IFRSs
Effect of
Transition to
IFRSs
IFRSs
Item
Note
Interest income
6) c), 6) j),
6) l)
Interest cost
6) i), 6) j)
Net interest income
Net service fee income
6) f)
Net gain on financial
assets and liabilities at
fair value through profit
or loss
6) j)
Net gain on available-for-
sale financial assets
6) b)
Share of the loss of
associates accounted
for by the equity
method
6) d)
Foreign exchange gain
Recovery of written-off
credits
6) l)
Others
6) c)
Total noninterest income
and gains, net
Net profit
Reversal of provision for
possible losses and reserve
for guarantee obligations
6) l)
Employee benefits
6) g), 6) h),
6) i)
Depreciation and
amortization
Others
6) f)
Total operating expenses
Income before income tax
Income tax expense
6) c), 6) h)
Consolidated net income
Other comprehensive income
Exchange differences resulting
from translating the financial
statements of foreign
operations
6) l)
Unrealized valuation losses on
available-for-sale financial
assets
6) l)
Share of the other
comprehensive loss of
associates accounted for by
the equity method
6) d), 6) l)
Other comprehensive income
for the period, net of tax
effect
Total comprehensive income
for the period
Item Amount Amount
NT$
$9,644,265
5,499,120
4,145,145
1,984,362
1,070,616
303,111
(89,375)
21,830

1,072,218
4,362,762
8,507,907
(257,746)
3,415,377
253,351
2,181,968
5,850,696
2,914,957
364,192
2,550,765
(3,631)
(172,637)
(11,866)
(188,134)
$2,362,631
Interest income
Interest cost
Net interest income
Noninterest income and gains,
net
Net service fee income
Net gain on financial assets
and liabilities at fair value
through profit or loss
Net gain on available-for-
sale financial assets
Investment loss recognized
by the equity method
Foreign exchange gain
Recovery of written-off
credits
Others
Total noninterest income
and gains, net
Net profit
Provision for possible losses
Operating expenses
Personnel expense
Depreciation and
amortization
Others
Total operating expenses
Income before income tax
Income tax expense
Consolidated net income
NT$
$9,539,494
5,560,748
NT$
$ 104,771
(61,628)
166,399
(13,219)
43,346
(7,406)
(1,328)

(1,274,721)
(45,240)
(1,298,568)
(1,132,169)
(1,155,087)
48,876

(13,219)
35,657
(12,739)
(131)
$ (12,608)
3,978,746

(Continued)

F-92

ROC GAAP Effect of
Transition to
IFRSs
IFRSs
Item
Note
Interest income
6) c), 6) j),
6) l)
Interest cost
6) i), 6) j)
Net interest income
Net service fee income
6) f)
Net gain on financial
assets and liabilities
at fair value through
profit or loss
6) j)
Net gain on available-
for-sale financial
assets
6) b)
Share of the loss of
associates accounted
for by the equity
method
6) d)
Foreign exchange gain
Recovery of written-off
credits
6) l)
Others
6) c)
Total noninterest
income and gains, net
Net profit
Reversal of provision for
possible losses and reserve
for guarantee obligations
6) l)
Employee benefits
6) g), 6) h),
6) i)
Depreciation and
amortization
Others
6) f)
Total operating expenses
Income before income tax
Income tax expense
6) c), 6) h)
Consolidated net income
Other comprehensive income
Exchange differences
resulting from translating
the financial statements of
foreign operations
6) l)
Unrealized valuation losses
on available-for-sale
financial assets
6) l)
Share of the other
comprehensive loss of
associates accounted for
by the equity method
6) d), 6) l)
Other comprehensive income
for the period, net of tax
effect
Total comprehensive income
for the period
Item Amount Amount
Interest income
Interest cost
Net interest income
Noninterest income and gains,
net
Net service fee income
Net gain on financial
assets and liabilities at
fair value through
profit or loss
Net gain on available-for-
sale financial assets
Investment loss
recognized by the
equity method
Foreign exchange gain
Recovery of written-off
credits
Others
Total noninterest income
and gains, net
Net profit
Provision for possible losses
Operating expenses
Personnel expense
Depreciation and
amortization
Others
Total operating expenses
Income before income tax
Income tax expense
Consolidated net income
US$ (Note 2)
$322,716
188,117
134,599
67,577
34,752
10,505
(2,979)
739
43,123
37,803
191,520
326,119
30,356
$113,887
8,571
74,262
196,720
99,043
12,325
$ 86,718
US$ (Note 2)
$ 3,544
(2,085)
5,629
(447)
1,466
(251)
(45)

(43,123)
(1,530)
(43,930)
(38,301)
(39,076)
$ 1,653

(447)
1,206
(431)
(4)
$ (427)
US$ (Note 2)
$326,260
186,032
140,228
67,130
36,218
10,254
(3,024)
739

36,273
147,590
287,818
(8,720)
$115,540
8,571
73,815
197,926
98,612
12,321
86,291
(123)
(5,840)
(401)
(6,364)
$ 79,927

(Concluded)

F-93

  • 4) Special reserve from cumulative translation adjustments and unrealized revaluation increments at the date of transition to IFRSs

Under Rule No. 1010012865 issued by the FSC on April 6, 2012, the total amount of cumulative translation adjustments and unrealized revaluation increments credited to retained earnings should be reclassified to special reserve. However, if the amount of the increase in retained earnings that resulted from all IFRSs adjustments is smaller than the amount of unrealized revaluation increment and gain on cumulative translation differences reset to retained earnings, only the amount of the increase in retained earnings that resulted from all IFRSs adjustments will be reclassified to special reserve. Upon the use, disposal or reclassification of the related asset, the special reserve is reversed to retained earnings on a proportionate basis.

The Bank and its subsidiaries did not have any unrealized revaluation increment and did not elect the exemption to reset cumulative translation difference; thus, they did not reclassify any amount to special reserve in the first time adoption of IFRSs.

  • 5) The elected exemptions under IFRS 1

An entity applying IFRSs for the first time to its consolidated financial statements should follow IFRS 1—“First-time Adoption of International Financial Reporting Standards.” Under IFRS 1, the Bank and its subsidiaries should establish accounting policies in compliance with IFRSs and retrospectively apply those accounting policies to prepare an initial balance sheet as of January 1, 2012, the date of transition to IFRSs. IFRS 1 grants limited exemptions from these retrospectively applied policies in specified areas. The Bank and its subsidiaries elected the following exemptions:

Business combinations

The Bank and its subsidiaries elected not to apply IFRS 3—“Business Combination” retrospectively to past business combinations (i.e., those occurred before January 1, 2012). Thus, goodwill, other assets, liabilities and non-controlling interests related to past business combinations were recorded in accordance with previous GAAP.

This exemption also applies to past acquisitions of investments in associates by the consolidated entity.

Employee benefits

The Bank and its subsidiaries elected to recognize all cumulative actuarial gains and losses in retained earnings at the date of transition to IFRSs.

Compound financial instruments

The Bank and its subsidiaries elected not to separate the components of compound financial instruments retrospectively because the liability component was no longer outstanding at the date of transition to IFRSs.

The descriptions of the effects of aforementioned exemptions are shown in item 6) below.

F-94

6) The descriptions of material reconciliation items on IFRSs transition

The material differences between the Bank and its subsidiaries’ existing accounting policies and the accounting policies to be adopted under IFRSs are as follows:

a) Time deposits with a maturity of more than three months

Under ROC GAAP, cash and cash equivalents include cash on hand, demand deposits, checking deposits, time deposits and certificates of deposit which can be redeemed or sold immediately without any loss of principal. Under IFRSs, cash equivalents are investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. Therefore, only short-term investments that have a maturity of three months or less from the date of acquisition normally meet the definition of cash equivalents under IFRSs. Thus, time deposits with a maturity of more than three months are reclassified as other financial assets on IFRSs transition.

As of January 1, 2012 and December 31, 2012, the Bank and its subsidiaries reclassified the time deposits with a maturity of more than three months of NT$2,900 thousand (approximately US$98 thousand) to other financial assets.

b) Regular way transactions

Before applying IFRSs, the Bank applies settlement date accounting to government bonds and trade date accounting to the rest of its financial assets when recording financial asset transactions. Under IFRSs, trade date accounting or settlement date accounting should be applied consistently to all purchases and sales of financial assets that belong to the same category of financial assets. The Bank applies trade date accounting to all regular way purchase or sale of financial assets. As of January 1, 2012, accounts receivable increased by NT$1,033,052 thousand; available-for-sale financial assets decreased by NT$729,247 thousand; financial liabilities at fair value through profit or loss increased by NT$303,805 thousand; and equity adjustments decreased by NT$7,406 thousand. As of December 31, 2012, no adjustments should be made. In 2012, realized gain on available-for-sale financial assets decreased by NT$7,406 thousand (approximately US$251 thousand).

c) Acquired receivables

Under ROC GAAP, receivables acquired by an asset management company are accounted for by the cost recovery method. Income shall not be recognized to the extent that the amounts received exceed the carrying amount of the acquired receivables. Under IFRSs, acquired receivables are measured at amortized cost. Interest income is recognized using the effective interest method over the relevant period.

As of January 1, 2012 and December 31, 2012, accounts receivables increased by NT$61,867 thousand and NT$54,676 thousand (approximately US$1,850 thousand), respectively; and deferred income tax assets decreased by NT$10,517 thousand and NT$9,295 thousand (approximately US$314 thousand), respectively. In 2012, income tax expense and noninterest income and gains—others decreased by NT$1,222 thousand (approximately US$41 thousand) and NT$45,240 thousand (approximately US$1,530 thousand), respectively; and interest income increased by NT$38,049 thousand (approximately US$1,287 thousand).

F-95

d) Investments accounted for by the equity method

To comply with the requirements of IFRSs, the Bank and its subsidiaries’ associates accounted for by the equity method have also assessed the material differences between the existing accounting policies and the accounting policies to be adopted under IFRSs.

As of January 1, 2012 and December 31, 2012, investments accounted for by the equity method decreased by NT$2,071 thousand and NT$3,850 thousand (approximately US$130 thousand), respectively, to comply with the requirements of IFRSs. In 2012, share of the loss of associates accounted for by the equity method and share of the other comprehensive loss of associates accounted for by the equity method increased by NT$1,328 thousand (approximately US$45 thousand) and NT$451 thousand (approximately US$15 thousand), respectively.

e) Capital surplus arising from equity-method investments

Under ROC GAAP, when an investor subscribes for its investee’s newly issued shares at a percentage different from its percentage of ownership in the investee, the investor records the change in its equity in the investee’s net assets as an adjustment to investments, with a corresponding amount credited or charged to capital surplus. In compliance with the “Questions and Answers on IFRSs adoption” issued by the Taiwan Stock Exchange, the Bank reclassified aforementioned capital surplus to retained earnings. As a result, the capital surpluses all decreased by NT$9,302 thousand (approximately US$315 thousand) as of January 1, 2012 and December 31, 2012.

f) Customer loyalty programs

Under ROC GAAP, the liabilities arising from reward points are recognized when the reward points are granted. Under IFRIC 13—“Customers Loyalty Programs”, some of the consideration received is allocated to award credits. The consideration allocated to the award credits should be measured by reference to their fair value and recognized as income when the obligations to supply award is fulfilled.

As of January 1, 2012 and December 31, 2012, payables decreased by NT$106,517 thousand and NT$73,244 thousand (approximately US$2,478 thousand), respectively; other liabilities—deferred income increased by NT$106,517 thousand and NT$73,244 thousand (approximately US$2,478 thousand), respectively. In 2012, both other expenses and service fee income decreased by NT$13,219 thousand (approximately US$447 thousand).

g) Employee benefits—short-term accumulating compensated absences

ROC GAAP does not address the treatment of compensated absences. Companies usually recognize the cost when absences actually occur. Under IFRSs, such cost is recognized when employees render services that increase their entitlement to future compensated absences.

As of January 1, 2012 and December 31, 2012, accrued expenses increased by NT$35,335 thousand and NT$38,569 thousand (approximately US$1,305 thousand), respectively. In 2012, salary expense increased by NT$3,234 thousand (approximately US$109 thousand).

F-96

h) Employee benefits—actuarial gains and losses on the defined benefit plan

In compliance with IAS 19—“Employee Benefits” and IFRS 1—“First-time Adoption of International Financial Reporting Standards,” the Bank had revalued its defined benefit plan. As a result, accrued pension liabilities and deferred income tax assets increased by NT$212,468 thousand and NT$36,119 thousand, respectively, as of January 1, 2012. As of December 31, 2012, accrued pension liabilities and deferred income tax assets increased by NT$206,048 thousand (approximately US$6,971 thousand) and NT$35,028 thousand (approximately US$1,185 thousand), respectively. In 2012, pension cost decreased by NT$6,420 thousand (approximately US$217 thousand) and income tax expense increased by NT$1,091 thousand (approximately US$37 thousand).

i) Employee benefits—employees’ savings accounts with preferential interest rate

In compliance with IAS 19—“Employee Benefits” and “Regulations Governing the Preparation of Financial Reports by Public Banks,” the preferential interest rate costs in excess of the market interest rate costs is recognized as employee benefits expense.

For the year ended December 31, 2012, the Bank and its subsidiaries reclassified interest cost of NT$52,062 thousand (approximately US$1,761 thousand), the preferential interest rate in excess of the market interest rate, to employee benefit expense.

  • j) Interest income and cost derived from financial instruments at fair value through profit and loss (FVTPL)

Under IFRSs, items in the statement of comprehensive income are classified on the basis of their nature; thus, interest income and cost derived from financial instruments at FVTPL should be reclassified as gain or loss on financial instruments at FVTPL.

In 2012, gain on financial assets and liabilities at fair value increased by NT$43,346 thousand (approximately US$1,466 thousand); and the corresponding interest income and interest cost decreased by NT$52,912 thousand (approximately US$1,790 thousand) and NT$9,566 thousand (approximately US$324 thousand), respectively.

  • k) Reconciliation of retained earnings

The retained earnings under IFRSs as of January 1, 2012 decreased by NT$145,697 thousand compared with those under ROC GAAP, mainly resulted from (a) an increase of NT$7,406 thousand in regular way transactions; (b) an increase of NT$51,350 thousand in acquired receivables; (c) a decrease of NT$2,071 thousand in investments accounted for by the equity method; (d) an increase of NT$9,302 thousand in capital surplus arising from equity-method investments; (e) a decrease of NT$35,335 thousand in employee benefits—short-term accumulating compensated absences; and (f) a decrease of NT$176,349 thousand in employee benefits—actuarial gains and losses of the defined benefit plan.

l) Differences in presentation

In compliance with Regulations Governing the Preparation of Financial Reports by Public Banks, effective 2013, certain line items in the balance sheet and the statement of comprehensive income will be presented in accordance with IFRSs on or after the date of transitions to IFRS.

F-97

  • c. The above assessments are prepared in accordance with (a) the 2010 version of IFRSs translated by the ARDF and endorsed by the FSC and (b) the Regulations Governing the Preparation of Financial Reports by Public Banks amended and issued by the FSC on December 26, 2011. These assessments may be changed as the FSC may issue new rules governing the adoption of IFRSs, and as other laws and regulations may be amended to comply with the requirements of IFRSs. Actual results may differ from these assessments.

43. ADDITIONAL DISCLOSURES

  • a. Following are the additional disclosures required by the Securities and Futures Bureau for the Bank and its investees:

  • 1) Financings provided: Nil

  • 2) Endorsement/guarantee provided: Nil

  • 3) Marketable securities held: Table 1 (attached)

  • 4) Marketable securities acquired and disposed of at cost or prices at least NT$300 million or 10% of the paid-in capital: Nil

  • 5) Acquisition of individual real estate at cost of at least NT$300 million or 10% of the paid-in capital: Nil

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 10% of the paid-in capital: Nil

  • 7) Service charge discounts on transactions with related parties in aggregated amount of at least NT$5 million: Nil

  • 8) Receivables from related parties amounting to at least NT$300 million or 10% of the paid-in capital: Nil

  • 9) Sales of nonperforming loans: Nil

  • 10) Related information of investees on which the Bank and its subsidiaries exercises significant influence: Table 2 (attached)

  • 11) Derivative transactions: Notes 6 and 34

  • 12) Intercompany relationships and significant intercompany transactions: Table 3 (attached)

  • b. Investments in Mainland China

  • 1) Names of the investees in Mainland China, main businesses and products, paid-in capital, method of investment, information on inflow or outflow of capital, percentage of ownership, investment income or loss, ending balance of investment, dividends remitted by the investee, and the limit of investment in Mainland China: Nil

  • 2) Significant direct or indirect transactions with the investees, prices and terms of payment, unrealized gain or loss: Nil

F-98

TABLE 1

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2012 (In Thousands of New Taiwan Dollars)

Holding Company
Far Eastern Asset
Management Co., Ltd. . .
Type and Issuer of
Securities Held
Security Issuer’s
Relationship with
the Holding
Company
Financial Statement
Account
December 31, 2012 December 31, 2012 December 31, 2012 Market Value
or Net Asset
Value
$796,544
(approximately
US$ 26,947)
Note
Shares/Units
(In Thousands)
Carrying
Amount
Percentage
of
Ownership
Common stock
Yuan Long Stainless
Steel Co., Ltd.
Equity-method
investee
Investment accounted for by
the equity method
98,000 $796,544
(approximately
US$ 26,947)
49.00

TABLE 2

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

RELATED INFORMATION OF INVESTEES DECEMBER 31, 2012

(In Thousands)

F-100 Investee Company
Financial business
Deutsche Far Eastern Asset
Management Co., Ltd. . .
Far Eastern Life Insurance
Agency Co., Ltd. . . . . . .
Far Eastern Property
Insurance Agency Co.,
Ltd. . . . . . . . . . . . . . . . . .
Dah Chung Bills Finance
Corp. . . . . . . . . . . . . . . . .
Far Eastern Asset
Management Co., Ltd. . .
Far Eastern International
Securities Co., Ltd. . . . . .
Far Eastern Insurance
Brokerage Co., Ltd. . . . .
Taipei Foreign Exchange
Agency Co., Ltd. . . . . . .
Sunshine Asset
Management Co., Ltd. . .
Financial Information
Service Co., Ltd. . . . . . . .
Nonfinancial business
An Feng Enterprise Co.,
Ltd. . . . . . . . . . . . . . . . . .
ERA Communications Co.,
Ltd. . . . . . . . . . . . . . . . . .
Yuan Long Stainless Steel
Co., Ltd . . . . . . . . . . . . . .
Location Main Businesses
and Products
Percentage of
Ownership
Carrying Amount Carrying Amount Investment Income
(Loss) Recognized
Investment Income
(Loss) Recognized
The Proportionate
Its Affiliat
The Proportionate
Its Affiliat
Share of The Ba
es in Investees
nk and
Note
al
Percentage of
Ownership
Present Shares
(In Thousands)
Pro Forma
Shares
Tot
NT$ US$ (Note 2) NT$ US$ (Note 2) Shares
(In Thousands)
7F, No. 207 Dun Hwa
South Road, Sec. 2,
Taipei, Taiwan
6F-3, No. 189 Yan Ping
South Road, Taipei,
Taiwan
6F-3, No. 189 Yan Ping
South Road, Taipei,
Taiwan
12F, No. 116 Nanking
East Road, Sec. 2, Taipei,
Taiwan
4F-1, No. 267 Dun Hwa
South Road, Sec. 2,
Taipei, Taiwan
51F, No. 7, Xinyi Road,
Sec. 5, Taipei, Taiwan
51F, No. 7, Xinyi Road,
Sec. 5, Taipei, Taiwan
8F., No. 400, Bade Road,
Sec. 2, Taipei, Taiwan
15F., No. 218, Dun Hwa
South Road, Sec. 2,
Taipei, Taiwan
No. 81, Kangning Road,
Sec. 3, Taipei, Taiwan
3F., No. 139, Jhengjhou
Road, Taipei, Taiwan
2F., No. 39, Rueihu Road,
Taipei, Taiwan
No. 28, Daye South Road,
Kaohsiung, Taiwan
Securities investment trust
funds
Life insurance agent
Property insurance agent
Underwriting, dealing and
brokering of short-term
bills
Purchase, evaluation,
auction and management
of creditor’s rights to
financial institutions
Foreign securities broker,
wealth management and
offshore fund consulting
Insurance brokerage
Foreign exchange, cross—
currency swaps, etc.
Management of creditor’s
rights and rendering of
commercial detective
services
Data processing service
and electronic information
supply
ATM maintenance,
replacement and repair
Cable TV network
offering news, variety
shows, etc.
Iron and steel rolls over
extends and crowding, and
secondary processing of
steel products
40.00
100.00
100.00
22.06
100.00
100.00
100.00
0.40
3.46
1.14
10.00
1.76
49.00
$ 159,846
356,360
17,356
1,416,008
595,756
211,104
4,686
800
2,073
45,500
3,000
50,006
796,544
$ 5,407
12,055
587
47,903
20,154
7,142
159
27
70
1,539
101
1,692
26,947
$ (16,358)
$(554)
292,067
9,880
10,220
346
72,190
2,442
(134,933)
(4,565)
(20,990)
(710)
1,693
57










(143,879)
(4,867)
12,000
3,000
350
95,524
120,000
20,000
900
80
207
5,119
300
2,238
200,000












12,000
3,000
350
95,524
120,000
20,000
900
80
207
5,119
300
2,238
200,000
40.00
100.00
100.00
22.07
100.00
100.00
100.00
0.40
3.46
1.14
10.00
1.76
49.00

TABLE 3-1

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS YEAR ENDED DECEMBER 31, 2010 (In Thousands of New Taiwan Dollars)

No.
(Note a)
Company Name Counterparty Flow of Transaction Transaction Details Transaction Details Transaction Details
Financial Statement Account Amount Terms Percentage of
Consolidated Net
Profit or Consolidated
Total Assets (Notes b)
0
1
2
3
Far Eastern International Bank Ltd.
Far Eastern Asset Management Co.,
Ltd.
Far Eastern Life Insurance Agency
Co., Ltd.
Far Eastern Property Insurance
Agency Co., Ltd.
Far Eastern Asset Management Co.,
Ltd.
Far Eastern Life Insurance Agency
Co., Ltd.
Far Eastern Life Insurance Agency
Co., Ltd.
Far Eastern Life Insurance Agency
Co., Ltd.
Far Eastern Property Insurance
Agency Co., Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to parent company
Deposits and remittances
Deposits and remittances
Service fee income
Interest cost
Deposits and remittances
Cash and cash equivalents
Cash and cash equivalents
Advertising expense
Interest income
Cash and cash equivalents
$ 16,835
276,894
39,909
1,250
16,954
16,835
276,894
39,909
1,250
16,954
Note c
Note c
Note c
Note c
Note c





0.07
0.44
0.01


0.07
0.44
0.01

Note a: Transacting parties are identified as follows: Number 0 - parent company; and number 1 and the following numbers - subsidiaries.

Note b: The ratio is calculated as follows: For asset and liability accounts = Transaction amount/Consolidated total assets; and for income and expenses = Transaction amount/Consolidated net profit.

Note c: The terms of intercompany transactions are not significantly different from those to third parties.

TABLE 3-2

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS YEAR ENDED DECEMBER 31, 2011 (In Thousands of New Taiwan Dollars)

No.
(Note a)
0
1
2
3
Company Name
Far Eastern International Bank
Ltd.
Far Eastern Asset Management
Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Property Insurance
Agency Co., Ltd.
Counterparty
Far Eastern Asset Management
Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Property Insurance
Agency Co., Ltd.
Far Eastern International Bank
Ltd.
Far Eastern International Bank
Ltd.
Far Eastern International Bank
Ltd.
Far Eastern International Bank
Ltd.
Far Eastern International Bank
Ltd.
Far Eastern International Bank
Ltd.
Flow of Transaction
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
Transaction Details Transaction Details Transaction Details
Financial Statement Account
Deposits and remittances
Deposits and remittances
Receivables
Service fee income
Interest cost
Deposits and remittances
Cash and cash equivalents
Cash and cash equivalents
Payables
Advertising expense
Interest income
Cash and cash equivalents
Amount
$ 32,861
327,440
4,592
65,657
3,191
14,780
32,861
327,440
4,592
65,657
3,191
14,780
Terms
Note c
Note c
Note c
Note c
Note c
Note c





Percentage of
Consolidated Net
Profit or Consolidated
Total Assets (Notes b)
0.01
0.07

0.75
0.04

0.01
0.07

0.75
0.04

Note a: Transacting parties are identified as follows: Number 0 - parent company; and number 1 and the following numbers - subsidiaries.

Note b: The ratio is calculated as follows: For asset and liability accounts = Transaction amount/Consolidated total assets; and for income and expenses = Transaction amount/Consolidated net profit.

Note c: The terms of intercompany transactions are not significantly different from those to third parties.

TABLE 3-3

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS YEAR ENDED DECEMBER 31, 2012

(In Thousands)

F-103 No.
(Note a)
Company Name Counterparty Flow of Transaction Financial Statement Account Transaction Details Transaction Details Transaction Details Percentage of
Consolidated Net
Profit or Consolidated
Total Assets (Note b)
Amount Terms
NT$ US$(Note 2)
0
1
2
3
Far Eastern International
Bank Ltd.
Far Eastern Asset
Management Co., Ltd.
Far Eastern Life Insurance
Agency
Co., Ltd.
Far Eastern Property
Insurance
Agency Co., Ltd.
Far Eastern Asset
Management Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Property
Insurance Agency Co., Ltd.
Far Eastern Property
Insurance Agency Co., Ltd.
Far Eastern International
Securities Co., Ltd.
Far Eastern Insurance
Brokerage Co., Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From parent company to
subsidiary
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
From subsidiary to parent
company
Deposits and remittances
Deposits and remittances
Receivables
Service fee income
Interest cost
Deposits and remittances
Service fee income
Deposits and remittances
Deposits and remittances
Cash and cash equivalents
Cash and cash equivalents
Payables
Advertising expense
Interest income
Cash and cash equivalents
Advertising expense
$ 14,157
401,356
6,085
160,298
4,636
18,328
2,305
72,778
1,977
14,157
401,356
6,085
160,298
4,636
18,328
2,305
$ 479
13,578
206
5,423
157
620
78
2,462
67
479
13,578
206
5,423
157
620
78
Note c
Note c
Note c
Note c
Note c
Note c
Note c
Note c
Note c







0.09

1.66
0.05

0.02
0.02


0.09

1.66
0.05

0.02

(Continued)

No.
(Note a)
Company Name Counterparty Flow of Transaction Financial Statement Account Transaction Details Transaction Details Transaction Details Percentage of
Consolidated Net
Profit or Consolidated
Total Assets (Note b)
Amount Terms
NT$ US$(Note 2)
4
5
Far Eastern International
Securities Co., Ltd.
Far Eastern Insurance
Brokerage Co., Ltd.
Far Eastern International
Bank Ltd.
Far Eastern International
Bank Ltd.
From subsidiary to parent
company
From subsidiary to parent
company
Cash and cash equivalents
Cash and cash equivalents
$72,778
1,977
$2,462
67

0.02

Note a: Transacting parties are identified as follows: Number 0 - parent company; and number 1 and the following numbers - subsidiaries.

Note b: The ratio is calculated as follows: For asset and liability accounts = Transaction amount/Consolidated total assets; and for income and expenses = Transaction amount/Consolidated net profit.

Note c: The terms of intercompany transactions are not significantly different from those to third parties.

(Concluded)

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

The Board of Directors and Shareholders

Far Eastern International Bank Ltd.

We have reviewed the accompanying consolidated balance sheets of Far Eastern International Bank Ltd. (the “Bank”) and its subsidiaries as of January 1, 2012, September 30, 2012, December 31, 2012, and September 30, 2013 and the related consolidated statements of comprehensive income for the three months ended September 30, 2012 and 2013, nine months ended September 30, 2012 and 2013, and changes in equity and cash flows for the nine months ended September 30, 2012 and 2013. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.

We conducted our reviews in accordance with Statement of Auditing Standards No. 36 “Review of Financial Statements” issued by the Auditing Standards Committee of the Accounting Research and Development Foundation of the Republic of China. A review consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Public Banks, International Financial Reporting Standard 1 “First-time Adoption of International Financial Reporting Standards” and International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China.

Our reviews also comprehended the translation of New Taiwan dollar amounts into U.S. dollar amounts, and such translation has been made in conformity with the basis stated in Note 4. Such U.S. dollar amounts are presented solely for the convenience of readers.

Deloitte & Touche Taipei, Taiwan Republic of China

November 1, 2013

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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent accountants’ review 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 accountants’ review report and consolidated financial statements shall prevail.

F-105

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In Thousands) (Reviewed, Not Audited)

ASSETS
CASH AND CASH
EQUIVALENTS (Note 6) . . . . . .
DUE FROM THE CENTRAL
BANK AND OTHER BANKS
(Notes 7, 40 and 41) . . . . . . . . . . .
FINANCIAL ASSETS AT FAIR
VALUE THROUGH PROFIT
OR LOSS (Notes 4, 5, 8, 40
and 46) . . . . . . . . . . . . . . . . . . . . .
DERIVATIVE FINANCIAL
ASSETS FOR HEDGING (Notes
4, 9, 24 and 46) . . . . . . . . . . . . . .
SECURITIES PURCHASED
UNDER RESALE
AGREEMENTS (Notes 4, 10
and 40) . . . . . . . . . . . . . . . . . . . . .
RECEIVABLES, NET (Notes 4, 5,
11, 12 and 46) . . . . . . . . . . . . . . .
DISCOUNTS AND LOANS, NET
(Notes 4, 5, 12, 40 and 46) . . . . . .
AVAILABLE-FOR-SALE
FINANCIAL ASSETS (Notes 4,
13, 29, 40, 41 and 46) . . . . . . . . .
HELD-TO-MATURITY
FINANCIAL ASSETS (Notes 4,
5, 14 and 46) . . . . . . . . . . . . . . . .
INVESTMENTS ACCOUNTED
FOR USING EQUITY
METHOD (Notes 4, 15
and 29) . . . . . . . . . . . . . . . . . . . . .
DEBT INVESTMENTS WITH NO
ACTIVE MARKET (Notes 4, 16
and 46) . . . . . . . . . . . . . . . . . . . . .
OTHER FINANCIAL ASSETS,
NET (Notes 4, 12, 17 and 46) . . .
PROPERTY AND EQUIPMENT,
NET (Notes 4 and 18) . . . . . . . . .
INTANGIBLE ASSETS, NET
(Notes 4, 5 and 19) . . . . . . . . . . . .
DEFERRED TAX ASSETS
(Notes 4 and 5) . . . . . . . . . . . . . . .
OTHER ASSETS, NET (Notes 4
and 20) . . . . . . . . . . . . . . . . . . . . .
TOTAL . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
NT$
$ 6,002,314
86,739,190
13,806,866
252,233
850,505
21,950,813
269,460,381
14,945,412
3,927,905
2,472,387
9,293,780
2,634,750
2,943,673
1,905,193
1,115,762
552,761
$438,853,925
September 30, 2012
NT$
$ 5,817,166
81,359,053
16,726,462
199,464
16,096,724
19,968,264
280,051,291
11,433,334
1,942,472
2,392,046
11,938,829
2,849,217
2,887,403
1,877,334
912,324
296,613
$456,747,996
December 31, 2012
US$ (Note 4)
$ 189,329
2,801,712
545,022
6,097
803,180
703,017
9,479,683
401,416
75,247
80,127
362,443
103,502
97,419
63,195
31,413
7,648
$15,750,450
September 30, 2013 September 30, 2013
NT$
$ 5,596,551
82,818,608
16,110,835
180,242
23,741,992
20,781,182
280,219,426
11,865,864
2,224,301
2,368,548
10,713,828
3,059,511
2,879,693
1,868,048
928,575
226,072
$465,583,276
NT$
$ 4,488,898
79,374,297
18,635,068
120,853
11,003,406
21,604,064
316,949,779
16,639,829
2,647,545
2,331,771
8,637,624
3,196,354
2,817,135
1,840,190
669,368
210,504
$491,166,685
US$ (Note 4)
$ 151,857
2,685,193
630,415
4,088
372,240
730,855
10,722,252
562,917
89,566
78,883
292,206
108,131
95,302
62,253
22,644
7,121
$16,615,923

(Continued)

F-106

LIABILITIES AND EQUITY
LIABILITIES
Due to the Central Bank and
other banks (Note 21) . . . . .
Financial liabilities at fair value
through profit or loss
(Notes 4, 5, 8, 40 and 46) . . .
Derivative financial liabilities
for hedging (Notes 4, 9, 24
and 46) . . . . . . . . . . . . . . . . .
Payables (Notes 22 and 27) . . .
Current tax liabilities
(Note 4) . . . . . . . . . . . . . . . .
Deposits and remittances
(Notes 23, 40 and 46) . . . . . .
Bank debentures (Notes 4, 9,
24 and 26) . . . . . . . . . . . . . .
Other financial liabilities
(Notes 8, 13, 25, 40
and 46) . . . . . . . . . . . . . . . . .
Provisions (Notes 4, 5, 12, 26
and 27) . . . . . . . . . . . . . . . . .
Other liabilities (Note 28) . . . .
Total liabilities . . . . . . . . .
EQUITY ATTRIBUTABLE TO
OWNERS OF THE BANK
(Notes 4, 13, 15 and 29)
Share capital . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . .
Retained earnings
Legal reserve . . . . . . . . . .
Special reserve . . . . . . . . .
Unappropriated
earnings . . . . . . . . . . . .
Total retained
earnings . . . . . . . .
Other equity
Exchange differences on
translating foreign
operations . . . . . . . . . . .
Unrealized gain (loss) on
available-for-sale
financial assets . . . . . . .
Total other equity . . .
Total equity . . . . . . .
TOTAL . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
NT$
$ 11,785,731
4,384,840
13,093
4,495,320
124,723
369,998,562
20,230,280
2,211,286
690,680
427,437
414,361,952
21,185,604
19,706
1,030,702
4,554
2,228,393
3,263,649
12,762
10,252
23,014
24,491,973
$438,853,925
September 30, 2012
NT$
$ 15,327,277
4,874,929
10,521
6,103,555
40,292
377,866,960
23,094,543
2,007,647
691,225
442,122
430,459,071
22,422,596
22,348
1,742,672
4,554
2,110,989
3,858,215
11,482
(25,716)
(14,234)
26,288,925
$456,747,996
December 31, 2012
US$ (Note 4)
$ 394,958
126,693
434
188,105
3,827
13,258,906
780,518
64,549
23,608
14,627
14,856,225
758,545
756
58,954
154
81,387
140,495
309
(5,880)
(5,571)
894,225
$15,750,450
September 30, 2013 September 30, 2013
NT$
$ 11,674,958
3,745,032
12,819
5,560,371
113,131
391,933,266
23,072,123
1,908,070
697,845
432,374
439,149,989
22,422,596
22,348
1,742,672
4,554
2,405,786
4,153,012
9,131
(173,800)
(164,669)
26,433,287
$465,583,276
NT$
$ 25,027,428
5,708,838
10,320
11,477,111
60,296
392,644,362
25,055,638
1,486,065
714,972
489,645
462,674,675
23,621,182
34,923
2,511,684
179,722
2,569,566
5,260,972
11,201
(436,268)
(425,067)
28,492,010
$491,166,685
US$ (Note 4)
$ 846,665
193,127
349
388,265
2,040
13,282,962
847,620
50,273
24,187
16,565
15,652,053
799,093
1,181
84,969
6,080
86,927
177,976
379
(14,759)
(14,380)
963,870
$16,615,923

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche review report dated November 1, 2013)

(Concluded)

F-107

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands, Except Earnings Per Share) (Reviewed, Not Audited)

INTEREST INCOME (Notes 4, 30
and 40) . . . . . . . . . . . . . . . . . . . . . . . . .
INTEREST COST (Notes 30 and 40) . . .
NET INTEREST INCOME . . . . . . . . . . .
NONINTEREST INCOME AND
GAINS, NET
Net service fee income (Notes 4
and 31) . . . . . . . . . . . . . . . . . . . . .
Net gain on financial assets and
liabilities at fair value through
profit or loss (Notes 4, 8, 9, 32, 40
and 46) . . . . . . . . . . . . . . . . . . . . .
Net gain on available-for-sale
financial assets (Notes 4, 29
and 33) . . . . . . . . . . . . . . . . . . . . .
Net foreign exchange gain (loss)
(Note 4) . . . . . . . . . . . . . . . . . . . .
Net gain on reversal of provision for
asset impairment loss (Notes 4,
16, 17 and 40) . . . . . . . . . . . . . . . .
Share of profit (loss) of associates
(Notes 4 and 15) . . . . . . . . . . . . . .
Gain on nonperforming receivables
acquired . . . . . . . . . . . . . . . . . . . .
Others (Notes 16, 34 and 40) . . . . . .
Total noninterest income and
gains, net . . . . . . . . . . . . . . .
NET PROFIT . . . . . . . . . . . . . . . . . . . . . .
PROVISION (REVERSAL OF
PROVISION) FOR POSSIBLE
LOSSES AND GUARANTEE
OBLIGATIONS RESERVE (Notes 4
and 12) . . . . . . . . . . . . . . . . . . . . . . . . .
OPERATING EXPENSES
Employee benefits expense
(Notes 4, 27, 29 and 35) . . . . . . . .
Depreciation and amortization
(Notes 4 and 36) . . . . . . . . . . . . . .
Other general and administrative
expenses (Notes 37 and 40) . . . . .
Total operating expenses . . . . .
Three Months Ended
September 30
2012
2013
NT$
NT$
US$
(Note 4)
$2,438,938 $2,919,374 $98,761
1,397,541
1,638,368
55,425
1,041,397
1,281,006
43,336
655,442
717,922
24,287
361,266
261,461
8,845
71,269
74,017
2,504
(34,287)
13,739
465



(32,812)
(3,349)
(113)
60,470
60,202
2,036
9,987
19,945
675
1,091,335
1,143,937
38,699
2,132,732
2,424,943
82,035
(156,476)
3,153
107
857,656
852,587
28,842
63,816
57,735
1,953
532,001
519,033
17,559
1,453,473
1,429,355
48,354
Three Months Ended
September 30
2012
2013
NT$
NT$
US$
(Note 4)
$2,438,938 $2,919,374 $98,761
1,397,541
1,638,368
55,425
1,041,397
1,281,006
43,336
655,442
717,922
24,287
361,266
261,461
8,845
71,269
74,017
2,504
(34,287)
13,739
465



(32,812)
(3,349)
(113)
60,470
60,202
2,036
9,987
19,945
675
1,091,335
1,143,937
38,699
2,132,732
2,424,943
82,035
(156,476)
3,153
107
857,656
852,587
28,842
63,816
57,735
1,953
532,001
519,033
17,559
1,453,473
1,429,355
48,354
Nine Months Ended
September 30
2012
2013
NT$
NT$
US$
(Note 4)
$7,145,378 $8,326,266 $281,673
4,071,982
4,663,513
157,764
3,073,396
3,662,753
123,909
1,912,168
2,131,446
72,106
785,078
866,851
29,325
207,391
79,066
2,675
(5,587)
98,884
3,345
56,247
780
26
(69,186)
27,554
932
188,491
186,568
6,312
114,649
49,448
1,673
3,189,251
3,440,597
116,394
6,262,647
7,103,350
240,303
(587,131)
(320,523)
(10,843)
2,543,469
2,603,074
88,061
191,824
174,179
5,892
1,586,537
1,539,685
52,087
4,321,830
4,316,938
146,040
Nine Months Ended
September 30
2012
2013
NT$
NT$
US$
(Note 4)
$7,145,378 $8,326,266 $281,673
4,071,982
4,663,513
157,764
3,073,396
3,662,753
123,909
1,912,168
2,131,446
72,106
785,078
866,851
29,325
207,391
79,066
2,675
(5,587)
98,884
3,345
56,247
780
26
(69,186)
27,554
932
188,491
186,568
6,312
114,649
49,448
1,673
3,189,251
3,440,597
116,394
6,262,647
7,103,350
240,303
(587,131)
(320,523)
(10,843)
2,543,469
2,603,074
88,061
191,824
174,179
5,892
1,586,537
1,539,685
52,087
4,321,830
4,316,938
146,040
2012
NT$
$2,438,938
1,397,541
1,041,397
655,442
361,266
71,269
(34,287)

(32,812)
60,470
9,987
1,091,335
2,132,732
(156,476)
857,656
63,816
532,001
1,453,473
2012
NT$
$7,145,378
4,071,982
3,073,396
1,912,168
785,078
207,391
(5,587)
56,247
(69,186)
188,491
114,649
3,189,251
6,262,647
(587,131)
2,543,469
191,824
1,586,537
4,321,830
NT$
$2,919,374
1,638,368
1,281,006
717,922
261,461
74,017
13,739

(3,349)
60,202
19,945
1,143,937
2,424,943
3,153
852,587
57,735
519,033
1,429,355
NT$
$8,326,266
4,663,513
3,662,753
2,131,446
866,851
79,066
98,884
780
27,554
186,568
49,448
3,440,597
7,103,350
(320,523)
2,603,074
174,179
1,539,685
4,316,938

(Continued)

F-108

Three Months Ended Three Months Ended Three Months Ended Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended
September 30 September 30
2012 2013 2012 2013
NT$ NT$ US$ NT$ NT$ US$
(Note 4) (Note 4)
INCOME BEFORE INCOME TAX . . . . $ 835,735 $ 992,435 $33,574 $2,527,948 $3,106,935 $105,106
INCOME TAX EXPENSE (Notes 4
and 38) . . . . . . . . . . . . . . . . . . . . . . . . . 129,947 119,269 4,035 272,431 379,189 12,828
NET INCOME FOR THE PERIOD . . . . 705,788 873,166 29,539 2,255,517 2,727,746 92,278
OTHER COMPREHENSIVE INCOME
Exchange differences on translating
foreign operations . . . . . . . . . . . . . (3,980) (2,218) (75) (1,280) 2,070 70
Unrealized gain (loss) on available-
for-sale financial assets . . . . . . . . 53,397 (203,449) (6,883) (27,411) (247,381) (8,369)
Share of other comprehensive loss
of associates . . . . . . . . . . . . . . . . . (2,611) (8,057) (272) (8,557) (15,087) (510)
Other comprehensive income
(loss) for the period . . . . . . . 46,806 (213,724) (7,230) (37,248) (260,398) (8,809)
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD . . . . . . . . . . . . . . . $ 752,594 $ 659,442 $22,309 $2,218,269 $2,467,348 $ 83,469
NET INCOME ATTRIBUTABLE TO:
Owners of the Bank . . . . . . . . . . . . . $ 705,788 $ 873,166 $29,539 $2,255,517 $2,727,746 $ 92,278
Non-controlling interests . . . . . . . . . $ — $ $ $ — $ $
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Bank . . . . . . . . . . . . . $ 752,594 $ 659,442 $22,309 $2,218,269 $2,467,348 $ 83,469
Non-controlling interests . . . . . . . . . $ — $ $ $ — $ $
For the Three Months Ended For the Nine Months Ended
September 30 September 30
2012 2013 2012 2013
US$ US$
NT$ NT$ (Note 4) NT$ NT$ (Note 4)
EARNINGS PER SHARE (Note 39)
Basic . . . . . . . . . . . . . . . . . . . . . . . . . $0.30 $0.37 $0.01 $0.96 $1.16 $0.04
Diluted . . . . . . . . . . . . . . . . . . . . . . . $0.30 $0.36 $0.01 $0.96 $1.07 $0.04

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche review report dated November 1, 2013)

(Concluded)

F-109

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands)

(Reviewed, Not Audited)

Equity Attributable to Owners of the Bank

BALANCE, JANUARY 1, 2012 . . . . .
Appropriation of the 2011 earnings
Legal reserve . . . . . . . . . . . . . . . . .
Cash dividends—NT$ 0.250
per share . . . . . . . . . . . . . . . . . .
Stock dividends—NT$ 0.534
per share . . . . . . . . . . . . . . . . . .
Net income for the nine months ended
September 30, 2012 . . . . . . . . . . . . .
Other comprehensive loss for the nine
months ended September 30,
2012 . . . . . . . . . . . . . . . . . . . . . . . . .
Total comprehensive income (loss) for
the nine months ended
September 30, 2012 . . . . . . . . . . . . .
Employees’ bonus—stock . . . . . . . . . .
BALANCE, SEPTEMBER 30,
2012 . . . . . . . . . . . . . . . . . . . . . . . . .
F-110
Share Capital
(Note 29)
Capital Surplus
(Note 29)
Capital Surplus
(Note 29)
Retained Earnings Retained Earnings Retained Earnings Retained Earnings Other Equity Other Equity Other Equity Other Equity Total Equity
$24,491,973

(529,640)

(529,640)
2,255,517
(37,248)
2,218,269
108,323
$26,288,925
Exchange
Differences on
Translating
Foreign
Operations
(Note 4)
Unrealized Gain
(Loss) on
Available-for-sale
Financial Assets
(Notes 4, 13, 15
and 29)
Legal
Reserve
Special
Reserve
Unappropriated
Earnings
$21,185,604


1,131,311
1,131,311



105,681
$22,422,596
$19,706







2,642
$22,348
$1,030,702 $ 4,554 $ 2,228,393
(711,970)
(529,640)
(1,131,311)
(2,372,921)
2,255,517

2,255,517

$ 2,110,989
$12,762





(1,280)
(1,280)

$11,482
$ 10,252





(35,968)
(35,968)

$ (25,716)
711,970



711,970


$1,742,672 $ 4,554

(Continued)

Equity Attributable to Owners of the Bank

BALANCE, JANUARY 1, 2013 . . . . .
Share of special reserve of an
associate . . . . . . . . . . . . . . . . . . . . . .
Appropriation of the 2012 earnings
Legal reserve . . . . . . . . . . . . . . . . .
Special reserve . . . . . . . . . . . . . . .
Cash dividends—NT$ 0.230
per share . . . . . . . . . . . . . . . . . .
Stock dividends—NT$ 0.493
per share . . . . . . . . . . . . . . . . . .
Net income for the nine months ended
September 30, 2013 . . . . . . . . . . . . .
Other comprehensive income (loss) for
the nine months ended
September 30, 2013 . . . . . . . . . . . . .
Total comprehensive income (loss) for
the nine months ended
September 30, 2013 . . . . . . . . . . . . .
Employees’ bonus—stock . . . . . . . . . .
BALANCE, SEPTEMBER 30,
2013 . . . . . . . . . . . . . . . . . . . . . . . . .
BALANCE, SEPTEMBER 30, 2013
(IN U.S. DOLLARS) . . . . . . . . . . . .
F-111
Share Capital
(Note 29)
Capital Surplus
(Note 29)
Capital Surplus
(Note 29)
Retained Earnings Retained Earnings Retained Earnings Retained Earnings Other Equity Other Equity Other Equity Other Equity Total Equity
$26,433,287
1,368


(515,720)

(515,720)
2,727,746
(260,398)
2,467,348
105,727
$28,492,010
$ 963,870
Exchange
Differences on
Translating
Foreign
Operations
(Note 4)
Unrealized Gain
(Loss) on
Available-for-sale
Financial Assets
(Notes 4, 13, 15
and 29)
Legal
Reserve
Special
Reserve
Unappropriated
Earnings
$22,422,596




1,105,434
1,105,434



93,152
$23,621,182
$ 799,093
$22,348









12,575
$34,923
$ 1,181
$1,742,672 $ 4,554 $ 2,405,786

(769,012)
(173,800)
(515,720)
(1,105,434)
(2,563,966)
2,727,746

2,727,746

$ 2,569,566
$ 86,927
$ 9,131







2,070
2,070

$11,201
$ 379
$(173,800)







(262,468)
(262,468)

$(436,268)
$ (14,759)
1,368
769,012



173,800

769,012 173,800


$2,511,684 $179,722
$ 84,969 $ 6,080

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche review report dated November 1, 2013)

(Concluded)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)

(Reviewed, Not Audited)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments for: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision for possible losses and guarantee
obligations reserve . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net valuation loss (gain) on financial assets and
liabilities at fair value through profit or loss . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares of loss (profit) of associates . . . . . . . . . . . . . . . .
Net loss on disposal of buildings and land held for
sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gain on reversal of provision for asset impairment
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of written-off credits . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities . . . . . . . . . . .
Increase in due from the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in receivables . . . . . . . . . . . . .
Increase in discounts and loans . . . . . . . . . . . . . . .
Decrease (increase) in available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in held-to-maturity financial
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in debt investments with no
active market . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in due to the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in financial liabilities at fair value
through profit or loss . . . . . . . . . . . . . . . . . . . . .
Increase in payables . . . . . . . . . . . . . . . . . . . . . . . .
Increase in deposits and remittances . . . . . . . . . . .
Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends received . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash generated from (used in) operating
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 2,527,948
161,100
30,724
(587,131)
(162,993)
4,071,982
(7,145,378)
(70,846)
69,186
4,867
(56,247)
991,375
(24,123)
(776,754)
(2,749,229)
1,867,269
(10,863,943)
3,510,922
1,990,183
(2,587,742)
3,541,546
490,085
1,045,400
7,868,398
7,215,995
70,810
(3,869,580)
(155,199)
6,408,625
2013
NT$
US$ (Note 4)
$ 3,106,935
$ 105,106
143,269
4,847
30,910
1,045
(320,523)
(10,843)
1,090,357
36,886
4,663,513
157,764
(8,326,266)
(281,673)
(60,713)
(2,054)
(27,554)
(932)


(780)
(26)
1,197,761
40,520
(21,163)
(716)
(1,568,349)
(53,056)
(3,606,547)
(122,008)
(1,068,518)
(36,148)
(37,468,829)
(1,267,552)
(5,008,275)
(169,427)
(430,881)
(14,576)
2,076,984
70,263
13,352,470
451,707
1,533,443
51,876
5,891,820
199,317
711,096
24,056
8,335,681
281,992
58,763
1,988
(4,718,705)
(159,631)
(150,017)
(5,075)
(20,584,118)
(696,350)

(Continued)

F-112

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of buildings and land held for
sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of property and equipment . . . . . . . . . . . . . . . . .
Proceeds from disposal of property and equipment . . . . . . . .
Increase in other financial assets . . . . . . . . . . . . . . . . . . . . . .
Increase in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in an investment accounted for using equity
method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends received from associates . . . . . . . . . . . . . . . . . . . .
Return of investment settlement measured at cost . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . .
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Euro Convertible Bonds . . . . . . .
Proceeds from issuance of bank debentures . . . . . . . . . . . . .
Redemption of bank debentures . . . . . . . . . . . . . . . . . . . . . . .
Decrease in other financial liabilities . . . . . . . . . . . . . . . . . . .
Increase in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash generated from financing activities . . . . .
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND CASH EQUIVALENTS, BEGINNING OF THE
PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND CASH EQUIVALENTS, END OF THE
PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 331,410
(105,399)
672
(385,439)
(82,994)
(55,652)
58,250
1,408
(237,744)

3,000,000
(85,540)
(203,639)
29,475
2,740,296
(6,997)
8,904,180
82,386,640
$ 91,290,820
2013
NT$
US$ (Note 4)
$ 18,140
$ 614
(80,300)
(2,717)
66
2
(311,792)
(10,548)
(5,624)
(190)


50,612
1,712


(328,898)
(11,127)
4,481,250
151,598


(2,000,500)
(67,676)
(422,005)
(14,276)
59,411
2,010
2,118,156
71,656
(64,039)
(2,166)
(18,858,899)
(637,987)
100,225,182
3,390,568
$ 81,366,283
$ 2,752,581

(Concluded)

F-113

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Reviewed, Not Audited)

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 in compliance with IAS 7
definition of “cash and cash
equivalents” . . . . . . . . . . . . . . . . . . . . .
Securities purchased under resale
agreements in compliance with IAS 7
definition of “cash and cash
equivalents” . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents in
consolidated statements of cash
flows . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012 January 1, 2012 September 30, 2012 September 30, 2012 December 31, 2012 September 30, 2013
NT$
$ 6,002,314
75,533,821
850,505
$82,386,640
NT$
$ 5,817,166
69,376,930
16,096,724
$91,290,820
NT$
US$ (Note 4)
$ 5,596,551
$ 189,329
70,886,639
2,398,059
23,741,992
803,180
$100,225,182
$3,390,568
NT$
US$ (Note 4)
$ 4,488,898
$ 151,857
65,873,979
2,228,484
11,003,406
372,240
$81,366,283
$2,752,581

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche review report dated November 1, 2013)

F-114

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2013 (In Thousands, Unless Stated Otherwise) (Reviewed, Not Audited)

1. ORGANIZATION AND OPERATIONS

Far Eastern International Bank Ltd. (the “Bank”) obtained its license on January 11, 1992 and started its business on April 11, 1992. The Bank (a) accepts deposits and extends loans and guarantees; (b) issues letters of credit, handles domestic and foreign remittances, and accepts commercial drafts; (c) invests in securities and acts as an agent for trading government bonds, corporate bonds and bank debentures; and (d) conducts relevant businesses that are authorized by the relevant authorities.

The operations of the Bank’s Trust Department include pecuniary trust, securities trust, real estate trust, creditor’s right of money or guarantee, movable property trust and ground right trust and related operations. These operations are regulated under the Banking Act and Trust Enterprise Act.

As of September 30, 2013, the Bank’s operating units included the Business Department, International Banking Department, Trust Department, Credit Card Department, Offshore Banking Unit (OBU), and 54 domestic branches, as well as an overseas branch in Hong Kong.

The functional currency of the Bank and its subsidiaries is New Taiwan dollars.

The Bank’s shares are listed on the Taiwan Stock Exchange.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Board of Directors and authorized for issue on November 1, 2013.

3. APPLICATION OF NEW AND REVISED STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • a. New, amended and revised standards and interpretations in issue but not yet effective

As of the date that the consolidated financial statements were authorized for issue, the Bank and its subsidiaries have not applied the following International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) issued by the International Accounting Standards Board (IASB) because the Financial Supervisory Commission (the “FSC”) has not announced the effective dates for the following new, amended and revised standards and interpretations.

F-115

New, Amended or Revised Standards and Interpretations

Effective Date Announced by IASB (Note)

Endorsed by the FSC but not yet
announced the effective dates
Amendments to IFRSs Improvements to IFRSs (2009)—amendment January 1, 2009 and
to IAS 39 January 1, 2010, as
appropriate
IFRS 9 (2009) Financial Instruments January 1, 2015
Amendment to IAS 39 Embedded Derivatives Effective for annual
periods ending on or after
June 30, 2009
Not yet endorsed by the FSC
Amendments to IFRSs Improvements to IFRSs (2010)—amendment July 1, 2010 and
to IAS 39 January 1, 2011, as
appropriate
Amendments to IFRSs Annual Improvements to IFRSs 2009-2011 January 1, 2013
Cycle
Amendments to IFRS 1 Limited Exemption from Comparative IFRS 7 July 1, 2010
Disclosures for First-time Adopters
Amendments to IFRS 1 Severe Hyperinflation and Removal of Fixed July 1, 2011
Dates for First-time Adopters
Amendments to IFRS 1 Government Loans January 1, 2013
Amendments to IFRS 7 Disclosure—Offsetting Financial Assets and January 1, 2013
Financial Liabilities
Amendments to IFRS 9 and IFRS Mandatory Effective Date of IFRS 9 and January 1, 2015
7 Transition Disclosures
Amendments to IFRS 7 Disclosure—Transfer of Financial Assets July 1, 2011
IFRS 9 (2010) Financial Instruments January 1, 2015
IFRS 10 Consolidated Financial Statements January 1, 2013
IFRS 11 Joint Arrangements January 1, 2013
IFRS 12 Disclosure of Interests in Other Entities January 1, 2013
Amendments to IFRS 10, IFRS 11 Consolidated Financial Statements, Joint January 1, 2013
and IFRS 12 Arrangements and Disclosure of Interests
in Other Entities: Transition Guidance
Amendments to IFRS 10 and Investment Entities January 1, 2014
IFRS 12 and IAS 27
IFRS 13 Fair Value Measurement January 1, 2013
Amendments to IAS 1 Presentation of Other Comprehensive Income July 1, 2012
Amendments to IAS 12 Deferred Tax: Recovery of Underlying Assets January 1, 2012
IAS 19 (Revised 2011) Employee Benefits January 1, 2013
IAS 27 (Revised 2011) Separate Financial Statements January 1, 2013
IAS 28 (Revised 2011) Investments in Associates and Joint Ventures January 1, 2013
Amendments to IAS 32 Offsetting Financial Assets and Financial January 1, 2014
Liabilities
Amendment to IAS 36 Impairment of Assets: Recoverable Amount January 1, 2014
Disclosures for Non-financial Assets
Amendment to IAS 39 Novation of Derivatives and Continuation of January 1, 2014
Hedge Accounting
IFRIC 20 Stripping Costs in Production Phase of a January 1, 2013
Surface Mine
IFRIC 21 Levies January 1, 2014

Note: Unless stated otherwise, the above new, amended and revised standards and interpretations are effective for annual periods beginning on or after the respective effective dates.

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  • b. Significant impending changes in accounting policy resulted from new, amended and revised standards and interpretations in issue but not yet effective

Except for the following, the initial application of the above new, amended and revised standards and interpretations have not had any material impact on the Bank and its subsidiaries’ accounting policies:

1) IFRS 9 “Financial Instruments”

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” to be subsequently measured at amortized cost or fair value. Specifically, financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the balance sheet date.

As for financial liabilities, the main changes in the measurement relate to the subsequent measurement of financial liabilities designated as at fair value through profit or loss. The amount of change in the fair value of such financial liability attributable to changes in the credit risk of that liability, is presented in other comprehensive income and the remaining amount of change in the fair value of that liability is presented in profit or loss, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. If the above accounting treatment would create or enlarge an accounting mismatch in profit or loss, the Bank and its subsidiaries present all gains or losses on that liability in profit or loss.

2) IFRS 13 “Fair Value Measurement”

IFRS 13 establishes a single source of guidance for fair value measurements. It defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The disclosure requirements in IFRS 13 are more extensive than those required in the current standards. For example, the disclosure based on the three-level fair value hierarchy currently required for financial instruments only will be extended by IFRS 13 to cover all assets and liabilities within its scope.

3) Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”

The amendments to IAS 1 require items of other comprehensive income to be grouped into those that (1) will not be reclassified subsequently to profit or loss; and (2) will be reclassified subsequently to profit or loss when specific conditions are met. Income taxes on related items of other comprehensive income are grouped on the same basis. Previously, there were no such requirements.

  • 4) Revision to IAS 19 “Employee Benefits”

The amendments eliminate the “corridor approach” permitted under the previous version of IAS 19 and accelerate the recognition of past service costs.

  • 5) Amendments to IAS 36 “Impairment of Assets”

The IASB made some amendments to the disclosure requirements of recoverable amount for non-financial assets in IAS 36 “Impairment of Assets”, introducing a requirement to disclose

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in every reporting period the recoverable amount of an asset or each cash-generating unit. The amendment clarifies that the disclosure of such recoverable amount is required during the period when an impairment loss has been recognized or reversed. Furthermore, the discount rate used in current and previous measurements of the recoverable amount based on fair value less costs of disposal measured by a present value technique are required to disclose.

  • c. Material impact on consolidated financial statements resulted from new and revised standards, amendments and interpretations in issue but not yet effective

As of the date that the consolidated financial statements were authorized for issue, the Bank and its subsidiaries are in the process of estimating the impact of the initial application of the standards, amendments and interpretations on its financial position and financial performance. Disclosures will be provided when the Bank completes the evaluation.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On May 14, 2009, the FSC announced the “Framework for the Adoption of IFRSs by Companies in the ROC.” In this framework, starting 2013, companies with shares listed on the Taiwan Stock Exchange or traded on the Taiwan GreTai Securities Market or Emerging Stock Market, and financial institutions under the supervision of FSC should prepare their consolidated financial statements in accordance with IFRS, IAS, IFRIC, and SIC as well as related guidance endorsed by the FSC with the effective dates (collectively referred to as “Taiwan-IFRSs”). The date of transition to Taiwan-IFRSs is January 1, 2012, for the Bank and its subsidiaries, and effects of Taiwan-IFRSs transition are disclosed in Note 50.

The accompanying consolidated financial statements were originally presented in Chinese financial reports. For convenience of readers, 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 consolidated financial statements shall prevail.

The accompanying consolidated financial statements are stated in New Taiwan dollars. The New Taiwan dollar amounts have been translated into U.S. dollars amounts solely for the convenience of the readers, using the noon buying rate of NT$29.56 to US$1.00 published by the Federal Reserve Bank of New York on September 30, 2013. The convenience translation should not be construed as a representation that the New Taiwan dollar amounts have been, could have been or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, IFRS 1 “First-time Adoption of International Financial Reporting Standards” and IAS 34 “Interim Financial Reporting” as endorsed by the FSC. According to the regulation mentioned above, disclosure information included in interim financial reports is less than disclosures required in a full set of annual financial reports.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

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The opening consolidated balance sheet as of the date of transition to Taiwan-IFRSs was prepared in accordance with IFRS 1 “First-time Adoption of International Financial Reporting Standards”. The applicable Taiwan-IFRSs have been applied retrospectively by the Bank and its subsidiaries except for some aspects where other Taiwan-IFRSs prohibit retrospective application and specified areas where IFRS 1 grants limited exemptions from the requirements of other Taiwan-IFRSs. For the exemptions that the Bank and its subsidiaries elected, refer to Note 50. The significant accounting policies are set out as below.

c. Classification of current and noncurrent assets and liabilities

Accounts included in the consolidated balance sheets are not classified as current or noncurrent since the major components of the consolidated financial statements are from the banking sector, whose operating cycle cannot be reasonably identified. Nevertheless, accounts are properly categorized in accordance with their nature and sequenced by their liquidity. Please refer to Note 47 for the maturity analysis of assets and liabilities.

  • d. Basis of consolidation

  • 1) Principles of preparing consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Bank and its subsidiaries.

Intercompany transactions, balances, income and expenses between the Bank and its subsidiaries have been eliminated upon consolidation.

  • 2) Subsidiaries included in consolidated financial statements

The consolidated entities were as follows:

Investor Company
The Bank
Far Eastern
International
Securities Co., Ltd.
Investee Company
Far Eastern Asset
Management Co.,
Ltd. (“FEAMC”)
Far Eastern Life
Insurance Agency
Co., Ltd. (“FELIA”)
Far Eastern Property
Insurance Agency
Co., Ltd. (“FEPIA”)
Far Eastern
International
Securities Co., Ltd.
(“FEIS”)
Far Eastern
Insurance Brokerage
Co., Ltd. (“FEI
Brokerage”)
Nature of Businesses
Purchase, evaluation,
auction and
management of
rights of financial
institution creditors
Insurance agent
Insurance agent
Foreign securities
broker, wealth
management and
offshore fund
consulting
Insurance brokers
% of Ownership % of Ownership
January 1,
2012
100
100
100
100
100
September 30,
2012
100
100
100
100
100
December 31,
2012
100
100
100
100
100
September 30,
2013
100
100
100
100
100

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The financial statements of subsidiaries included in the consolidated financial statements as of and for the period ended September 30, 2012 and 2013 are not reviewed by independent accountants. The Bank’s management believes the investment in such subsidiaries has no material effect on the Bank’s consolidated financial statements.

  • e. Acquisition of another financial institution’s business

Acquisitions of another financial institution are accounted for using the purchase method if acquisitions comply with business combination. The consideration transferred in acquisitions of another financial institution is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Bank, liabilities incurred by the Bank to the former owners of the acquiree and the equity interests issued by the Bank in exchange for control of the acquiree.

  • f. Foreign currency

Foreign-currency assets and liabilities are recorded in a currency other than the New Taiwan dollars, the Bank’s functional or local currency. Foreign-currency items in income statements of domestic operating units are translated into New Taiwan dollars at prevailing exchange rates at the dates of the transactions. For overseas branches (including the OBU), income or losses from transactions settled in nonlocal currencies are translated into the local currency at exchange rates prevailing in the local exchange market at the dates of the transactions.

At the balance sheet date, foreign-currency monetary assets and liabilities are translated at prevailing exchange rates, and the exchange differences are recognized as gain or loss.

At the balance sheet date, foreign-currency nonmonetary assets and liabilities (such as equity instruments) that are measured at fair value are translated at prevailing exchange rates, with the exchange differences treated as follows:

  • 1) Recognized in comprehensive income if the changes in fair value are recognized in comprehensive income;

  • 2) Recognized as gain or loss if the changes in fair value are recognized in gain or loss.

Foreign-currency nonmonetary assets and liabilities that are measured at cost continue to be stated at the exchange rates of the trade dates.

When foreign-currency assets and liabilities are settled, exchange differences arising from the application of different exchange rates are recognized as gain or loss for the current year.

The financial statements of foreign branches (including the OBU) are translated into New Taiwan dollars at the following exchange rates:

  • 1) Assets and liabilities—at exchange rates prevailing on the balance sheet date;

  • 2) The beginning balance of current year’s earnings not yet remitted to the head office—the same as the ending balance of the prior years’ earnings; and

  • 3) Income and expenses—at average exchange rates for the period.

Exchange differences arising from the translation of the financial statements of foreign branches are recognized as exchange differences on translating foreign operations.

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g. Investment in associates

An associate is an entity over which the Bank and its subsidiaries has significant influence and that is not a subsidiary. Significant influence is the power to participate in the financial and operating policy decisions of the investee without having control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. An investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Bank and its subsidiaries’ share of the profit or loss and other comprehensive income of the associate. The Bank and its subsidiaries also recognize the changes in the Bank and its subsidiaries’ share of equity of associates.

h. Property and equipment

Property and equipment are tangible items that are held for supply of services, for rental to others, or for administrative purposes, and are expected to be used during more than one period. Property and equipment are stated at cost, less subsequent accumulated depreciation and subsequent accumulated impairment loss when it is probable that future economic benefits associated with the item will flow to the Bank and its subsidiaries and the cost of the item can be measured reliably.

Depreciation is recognized so as to write off the cost of assets less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

i. Intangible assets

Intangible assets acquired in a business combination are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortization and accumulated impairment loss.

j. Buildings and land held for sale

Buildings and land held for sale are carried at cost, and their recoverable amount is assessed at the end of each reporting period. If the recoverable amount is estimated to be less than its carrying amount, an impairment loss is recognized immediately in profit or loss. A reversal of an impairment loss is recognized in profit or loss when an impairment loss subsequently is reduced.

k. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Bank and its subsidiaries review the carrying amounts of their tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Bank and its subsidiaries estimate the recoverable amount of the cash-generating unit to which the asset

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belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to the individual cash-generating units; otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.

When the recoverable amount increases in a subsequent period, the reversal of an impairment loss is recognized immediately in profit or loss. The carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years.

l. Securities Purchased/Sold Under Resale/Repurchase Agreements

Securities purchased under resale agreements and securities sold under repurchase agreements are generally treated as collateralized financing transactions.

m. Financial instruments

Financial assets and financial liabilities are recognized when the Bank becomes a party to the contractual provisions of the instruments. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately as expense.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • 1) Measurement category

Financial assets are classified into the following specified categories: Financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

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  • a) Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss. A financial asset is classified as held for trading if:

  • It has been acquired principally for the purpose of selling it in the near term; or

  • On initial recognition it is part of a portfolio of identified financial instruments that the Bank and its subsidiaries manage together and has a recent actual pattern of shortterm profit-taking; or

  • It is a derivative that is not financial guarantee contract or designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at fair value through profit or loss upon initial recognition when doing so results in more relevant information and if:

  • Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Bank and its subsidiaries’ documented risk management or investment strategy, and information about the grouping is provided internally on that basis.

In addition, if a contract contains one or more embedded derivatives, the entire combined contract (asset or liability) can be designated as at fair value through profit or loss.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss, including any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 46.

  • b) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Bank and its subsidiaries have the positive intent and ability to hold to maturity other than those are designated as at fair value through profit or loss, or as available for sale, or meet the definition of loans and receivables upon initial recognition.

Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method less any impairment.

c) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Fair value is determined in the manner described in Note 46.

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Interest income of available-for-sale bond investments calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss that was previously accumulated in other comprehensive income is reclassified to profit or loss.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Bank’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss and are recognized in a separate line item as Financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in profit or loss or other comprehensive income on financial assets.

d) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including cash and cash equivalents, receivables, discounts and loans, nonaccrual loans other than discounts and loans, and debt investments with no active market) are measured at amortized cost using the effective interest method, less any impairment.

2) Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For all financial assets, objective evidence of impairment could include:

  • Significant financial difficulty of the issuer or counterparty; or

  • Breach of contract, such as a default or delinquency in interest or principal payments; or

  • It is becoming probable that the borrower will enter bankruptcy or financial reorganization; or

  • Disappearance of an active market for that financial asset because of financial difficulties.

a) Financial assets carried at amortized cost

For discounts and loans and receivables, assets are assessed for impairment on a collective basis even if they were assessed as not impaired individually. Objective evidence of impairment for a portfolio of loans and receivables could include the Bank’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio, as well as observable changes in national or local economic conditions that correlate with default on loans and receivables.

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For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If the amount of the impairment loss decreases in a subsequent period and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

b) Available-for-sale financial assets

For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

c) Financial assets measured at cost

For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of discounts and loans, receivables and nonaccrual loans other than discounts and loans, where the carrying amount is reduced through an allowance account.

The Bank evaluates possible losses on specific loans on the basis of the borrowers’ financial situation, their ability to repay principals and interests, and the values of collaterals in accordance with “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/Nonaccrual Loans” (the “Regulations”). The Regulations require that loans should be categorized by collectability and specify the minimum allowance for possible losses and reserve for guarantee obligations using prescribed percentages.

When a loan or receivable is considered uncollectible, it may be written off on the approval of the Bank’s Board of Directors or Managing Directors. The subsequent collections of writtenoff loans are credited against provision for possible losses.

3) Derecognition of financial assets

The Bank and its subsidiaries derecognize a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers substantially all the risks and rewards of ownership of the financial asset to another party.

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On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss.

Equity instruments

Debt and equity instruments issued by the Bank are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recognized at the proceeds received, net of transaction costs.

Financial liabilities

  • 1) Subsequent measurement

Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method:

  • a) Financial liabilities at fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

  • It has been acquired principally for the purpose of repurchasing it in the near term; or

  • On initial recognition it is part of a portfolio of identified financial instruments which is managed as a whole and has a recent actual pattern of short-term profit-taking; or

  • It is a derivative that is not financial guarantee contract or designated and effective as a hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest paid on the financial liability. Fair value is determined in the manner described in Note 46.

b) Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contracts if not designated as at fair value through profit or loss, are measured at the higher of the amount of the obligation under the contract and the amount initially recognized less cumulative amortization recognized.

  • 2) Derecognition of financial liabilities

Financial liabilities are derecognized when, and only when, related obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

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Euro convertible bonds

Euro convertible bonds that contain both liability and conversion option derivative components are classified separately into respective items on initial recognition. The conversion option that will be settled other than by the exchange of a fixed amount of cash or other financial asset for a fixed number of the Bank’s own equity instruments is classifies as a conversion option derivative. At the date of issue, both the liability and conversion option derivative components are recognized at fair value.

In subsequent periods, the liability component of the Euro Convertible Bonds is measured at amortized cost using the effective interest method. The conversion option derivative is measured at fair value and the changes in fair value are recognized in profit or loss.

Transaction costs related to the issuance of Euro Convertible Bonds are included in the carrying amount of the liability component and are amortized over the lives of Euro Convertible Bonds using the effective interest method.

Derivative financial instruments

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.

Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at fair value through profit or loss.

n. Hedge accounting

The Bank engages non-trading derivatives primarily as a tool for hedging against risks of financial assets and liabilities due to adverse market changes in interest rates, exchange rates and credit. The Bank’s hedge accounting qualifies as a fair value hedge. The fair value hedge is mainly used to avoid the risk of adverse changes in fair value of interest-earning assets and interest-bearing liabilities due to fluctuations of interest rates or exchange rates. At the start of the hedge, there must be a formal designation of the derivative as a hedging instrument and documentation of the hedging relationship between the hedging instrument and the hedged item, the risk management objective, hedging strategies and how the Bank will assess the hedging instrument effectiveness.

Once the hedge is determined as a fair value hedge, the effect of changes in fair value of the hedged items will be offset by the gain or loss recognized from remeasuring the derivative hedging instrument at fair value. Gains and losses measured at fair value of hedging instruments are recognized immediately. The carrying amount of the hedged item is adjusted through the corresponding gain or loss on the hedging instrument.

o. Provisions

Provisions are recognized when the Bank and its subsidiaries have a present obligation as a result of a past event, it is probable that the Bank and its subsidiaries will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

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Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

p. Income recognition

Interest income from discounts and loans is recorded on the accrual basis. For nonaccrual loans, interest income is recognized only when collections on these obligations are made. Under the regulations of the Banking Bureau under the Financial Supervisory Commission, the interest income on credits covered by agreements that extend their maturity is recorded as deferred income and recognized upon collection.

Service fee income is recognized as loans are provided or services have been completed.

The gain or loss on the disposal or recovery of acquired receivables is accounted for by the effective interest method. The administration revenue from managing acquired loans is recognized monthly on an accrual basis. The advance administration revenue is amortized on a straight-line method over the estimated recovery period.

q. Retirement benefit costs

Contributions to defined contribution plans are recognized as expenses when employees have rendered service entitling them to the contributions.

For defined benefit plans, the cost of providing benefits is measured using the projected unit credit method. Actuarial gains and losses that exceed 10% of the greater of the present value of the Bank’s defined benefit obligation and the fair value of plan assets as at the end of the prior year are amortized over the expected average remaining working lives of the participating employees. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits become vested.

The retirement benefit obligation recognized in the consolidated balance sheets represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial gains and losses and unrecognized past service cost, and as reduced by the fair value of plan assets.

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant onetime events.

r. Income tax

Income tax expense represents the sum of tax currently payable and deferred tax expense.

1) Current tax expense

Interim period income tax expense is calculated by applying to an interim period’s pre-tax income with the tax rate that would be applicable to expected total annual earnings.

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An additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax expense

Deferred tax expense represents adjustments to deferred tax assets and liabilities.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Bank and its subsidiaries expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforwards, and unused tax credits for research and development expenditures and personnel training expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered.

  • 3) Current and deferred tax for the period

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of accounting policies, management is required to make essential judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

  • a. Held-to-maturity financial assets

Management has reviewed the Bank’s held-to-maturity financial assets in light of its capital maintenance and liquidity requirements and has confirmed the Bank’s positive intention and ability to hold those assets to maturity.

F-129

b. Estimated impairment of discounts and loans and receivables

When there is objective evidence of impairment loss, the Bank and its subsidiaries take into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, an additional impairment loss may arise.

c. Estimated impairment of operation rights

Determining whether operation rights are impaired requires an estimation of the value in use of the cash-generating units to which operation rights have been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, an impairment loss may arise.

d. Fair value of financial instruments

As described in Note 46, the Bank’s management uses its judgment in selecting an appropriate valuation technique for financial instruments that do not have quoted market price in an active market. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions were based on quoted market rates adjusted for specific features of the instruments. Other financial instruments were valued using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices or rates. The estimation of fair value of unlisted equity instruments was based on assumptions supported by unobservable market prices or rates. Note 46 provides detailed information about the key assumptions used in the determination of the fair value of financial instruments. The Bank’s management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments.

e. Income tax

As of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013, the carrying amount of the deferred tax assets in relation to unused tax losses was NT$820,955 thousand, NT$751,371 thousand, NT$613,741 thousand (approximately US$20,763 thousand) and NT$235,446 thousand (approximately US$7,965 thousand), respectively. As of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013, deferred tax assets have not been recognized on the tax loss of NT$2,333,193 thousand, NT$1,475,079 thousand, NT$1,875,385 thousand (approximately US$63,443 thousand) and NT$1,152,785 thousand (approximately US$38,998 thousand), respectively, due to the unpredictability of future profit streams. The realizability of the deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available. In cases where the actual future profits generated are materially different from expected, an adjustment to deferred tax assets and income tax expense may arise.

f. Recognition and measurement of defined benefit plans

Provision for employee benefits and the resulting post-employment benefits under defined benefit pension plans are calculated using the projected unit credit method. Actuarial assumptions comprise the discount rate, rate of employee turnover, and long-term average future salary increase. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.

F-130

6. CASH AND CASH EQUIVALENTS

Cash on hand . . . . . . . . . . . . .
Deposits due from other
banks . . . . . . . . . . . . . . . . .
Notes and checks for
clearing . . . . . . . . . . . . . . .
Balance with other banks . . . .
January 1, 2012 January 1, 2012 September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$2,448,923
2,540,823
817,187
195,381
$6,002,314
NT$
$2,608,456
2,030,174
1,119,589
58,947
$5,817,166
NT$
US$ (Note 4)
$2,727,134
$ 92,258
1,110,865
37,580
1,671,862
56,558
86,690
2,933
$5,596,551
$189,329
NT$
US$ (Note 4)
$2,940,429
$ 99,473
1,013,808
34,296
479,157
16,210
55,504
1,878
$4,488,898
$151,857

7. DUE FROM THE CENTRAL BANK AND OTHER BANKS

Due from the Central
Bank—certificates of
deposit (Note 41) . . . . . . .
Loans to other banks . . . . . .
New Taiwan dollar reserve
deposits—Type A . . . . . .
New Taiwan dollar reserve
deposits—Type B . . . . . . .
Foreign-currency reserve
deposits . . . . . . . . . . . . . .
January 1, 2012 January 1, 2012 September 30,
2012
December 31, 2012 December 31, 2012 September 30, 2013 September 30, 2013
NT$
$69,400,000
3,570,480
5,019,759
8,705,369
43,582
$86,739,190
NT$
$61,990,000
5,598,254
4,746,461
8,982,123
42,215
$81,359,053
NT$
$63,190,000
4,819,462
5,835,631
8,931,969
41,546
$82,818,608
US$ (Note 4)
$2,137,686
163,040
197,417
302,164
1,405
$2,801,712
NT$
$61,930,000
2,727,860
5,165,325
9,500,318
50,794
$79,374,297
US$ (Note 4)
$2,095,061
92,282
174,741
321,391
1,718
$2,685,193

The reserve deposits are required by law and determined at a prescribed percentage of the monthly average balances. The Type B reserve deposits can be withdrawn only when the balances are adjusted monthly. The Type A and foreign-currency reserve deposits can be withdrawn on demand but bear no interest.

F-131

8. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets held for trading
Government bonds . . . . . . . . . . .
Convertible bond asset swap
contracts . . . . . . . . . . . . . . . . .
Listed and OTC stocks . . . . . . . .
Foreign-currency swap
contracts . . . . . . . . . . . . . . . . .
Interest rate swap contracts . . . . .
Currency option contracts . . . . . .
Beneficiary certificates . . . . . . . .
Convertible bond option
contracts . . . . . . . . . . . . . . . . .
Cross-currency swap contracts . .
Credit default swap contracts . . .
Forward exchange contracts . . . .
Others . . . . . . . . . . . . . . . . . . . . .
Financial assets designated as at
fair value through profit or loss
Convertible bonds . . . . . . . . . . . .
Total financial assets at fair value
through profit or loss . . . . . . . .
January 1, 2012 January 1, 2012 September 30,
2012
September 30,
2012
December 31, 2012 December 31, 2012 September 30, 2013 September 30, 2013
NT$
$ 1,722,733
26,918
36,819
460,509
358,907
49,016
57,286
317,057
4,801
32,090
51,235
32,985
3,150,356
10,656,510
$13,806,866
NT$
$ 1,740,978
30,437
81,258
361,369
377,046
115,271
82,828
464,287
174,724
116,744
62,992
57,432
3,665,366
13,061,096
$16,726,462
NT$
US$ (Note 4)
$ 1,334,349
$ 45,140
1,421,828
48,100
130,962
4,430
304,672
10,307
351,567
11,893
187,732
6,351
107,521
3,637
163,187
5,521
184,828
6,253
145,330
4,917
59,995
2,029
39,306
1,330
4,431,277
149,908
11,679,558
395,114
$16,110,835
$545,022
NT$
US$ (Note 4)
$ 2,921,134
$ 98,821
1,849,446
62,566
344,935
11,669
343,952
11,636
324,451
10,976
233,507
7,899
189,114
6,398
111,925
3,786
98,227
3,323
85,989
2,909
50,837
1,720
27,238
921
6,580,755
222,624
12,054,313
407,791
$18,635,068
$630,415
$ 3,819,932
$129,226
594,574
20,114
442,825
14,981
271,809
9,195
233,736
7,907
179,991
6,089
67,316
2,277
58,870
1,992
7,146
242


32,639
1,104
$ 5,708,838
$193,127
Financial liabilities held for
trading
Convertible bond option
contracts . . . . . . . . . . . . . . . . .
Foreign-currency swap
contracts . . . . . . . . . . . . . . . . .
Conversion option derivative of
Euro Convertible Bonds
(Note 24) . . . . . . . . . . . . . . . . .
Interest rate swap contracts . . . . .
Currency option contracts . . . . . .
Cross-currency swap contracts . .
Convertible bond asset swap
contracts . . . . . . . . . . . . . . . . .
Forward exchange contracts . . . .
Credit default swap contracts . . .
Short sale of bonds payable . . . .
Others . . . . . . . . . . . . . . . . . . . . .
Total financial liabilities at fair
value through profit or loss . . .
$ 1,971,854
260,861

182,081
48,384
719,979
127,769
67,853
35,221
953,357
17,481
$ 4,384,840
$ 2,346,741
728,905

234,592
114,490
178,787
121,279
100,702
45,121
951,784
52,528
$ 4,874,929
$ 2,109,083
465,775

203,635
184,378
140,767
541,149
32,030
27,798

40,417
$ 3,745,032
$ 71,349
15,757

6,889
6,237
4,762
18,307
1,084
940

1,368
$126,693
$ 3,819,932
594,574
442,825
271,809
233,736
179,991
67,316
58,870
7,146

32,639
$ 5,708,838

The Bank engages in derivative transactions mainly to trade, to accommodate customers’ needs and to manage exposures due to exchange rate and interest rate fluctuations. The Bank’s financial risk management strategy is to hedge most of its exposure to market risk.

F-132

Outstanding derivative contract (nominal) amounts were as follows:

Currency option
contracts . . . . . . . . . . . .
Foreign-currency swap
contracts . . . . . . . . . . . .
Interest rate swap
contracts . . . . . . . . . . . .
Cross-currency swap
contracts . . . . . . . . . . . .
Convertible bond option
contracts . . . . . . . . . . . .
Credit default swap
contracts . . . . . . . . . . . .
Convertible bond asset
swap contracts . . . . . . .
Forward exchange
contracts . . . . . . . . . . . .
Non-deliverable forward
contracts . . . . . . . . . . . .
Commodity forward
contracts . . . . . . . . . . . .
January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
US$ (Note 4)
$168,186,738 $5,689,673
152,786,764
5,168,670
133,694,821
4,522,829
27,433,475
928,061
26,654,079
901,694
21,984,469
743,724
21,448,193
725,582
12,361,005
418,167
2,151,881
72,797
822,286
27,818
NT$
$ 4,665,684
47,007,582
44,438,500
17,706,190
33,499,262
14,496,297
28,113,195
7,583,875
8,036,471
NT$
$ 32,100,576
110,121,618
87,530,674
28,346,295
32,352,588
18,502,708
28,236,290
10,898,601
16,380,488
NT$
US$ (Note 4)
$ 23,028,114 $ 779,030
103,946,913
3,516,472
87,925,783
2,974,485
27,471,165
929,336
30,852,021
1,043,708
18,608,724
629,524
26,963,297
912,155
7,886,180
266,786
11,036,127
373,347
45,219
1,530

The net gain on financial instruments at fair value through profit or loss was as follows:

Net gain (loss) on financial
instruments held for
trading . . . . . . . . . . . . . . . . .
Net gain on financial assets
designated as at fair value
through profit or loss . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$142,483
$(173,061)
$ (5,855)
218,783
434,522
14,700
$361,266
$ 261,461
$ 8,845
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$142,483
218,783
$361,266
2012
NT$
$577,935
207,143
$785,078
2013
NT$
US$ (Note 4)
$ (235,154)
$ (7,955)
1,102,005
37,280
$ 866,851
$29,325

One of the financial assets held for trading was traded with repurchased agreement, and the carrying amount was NT$55,546 thousand (approximately US$1,879 thousand) as of September 30, 2013.

F-133

9. DERIVATIVE FINANCIAL INSTRUMENTS FOR HEDGING

Derivative financial assets
Fair value hedging—interest rate
swap contracts . . . . . . . . . . . . .
Derivative financial liabilities
Fair value hedging—interest rate
swap contracts . . . . . . . . . . . . .
January 1, 2012 January 1, 2012 September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$252,233
$ 13,093
NT$
$199,464
$ 10,521
NT$
US$ (Note 4)
$180,242
$6,097
$ 12,819
$ 434
NT$
US$ (Note 4)
$120,853
$4,088
$ 10,320
$ 349

The Bank uses interest rate swap contracts to hedge against the risk of changes in fair value of domestic bank debentures arising from interest rate fluctuations. The nominal amount of interest rate swap contracts for hedging was NT$4,600,000 thousand (approximately US$155,616 thousand) all as of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013.

The net gain (loss) on hedging financial instruments and hedged items were as follows:

Net loss on hedging financial
instruments . . . . . . . . . . . . . . . . .
Net gain on hedged items . . . . . . . .
Three Months Ended
September 30
2012
2013
NT$
NT$
US$ (Note 4)
$(16,787) $(19,395)
$(656)
$ 16,787
$ 19,395
$ 656
Nine Months Ended
September 30
Nine Months Ended
September 30
2012
NT$
$(16,787)
$ 16,787
2012
NT$
$(50,197)
$ 50,197
2013
NT$
US$ (Note 4)
$(56,890)
$(1,923)
$ 56,890
$ 1,923

10. SECURITIES PURCHASED UNDER RESALE AGREEMENTS

Government bonds . . .
Negotiable certificates
of deposit . . . . . . . . .
Commercial papers . . .
Treasury securities . . . .
Resale date . . . . . . . . . .
Resale price . . . . . . . . .
January 1, 2012
NT$
$ 850,505



$ 850,505
2012.01.02
$ 850,565
September 30,
2012
December 31,
2012
December 31,
2012
September 30, 2013 September 30, 2013
NT$
$ 12,788,055


3,308,669
$ 16,096,724
2012.10.01-
2012.10.25
$ 16,100,902
NT$
$ 15,166,522
4,206,422
1,008,383
3,360,665
US$ (Note 4)
$ 513,076
142,301
34,113
113,690
NT$
$ 7,980,712
1,459,247
1,406,379
157,068
US$ (Note 4)
$ 269,983
49,366
47,577
5,314
$ 23,741,992 $ 803,180 $ 11,003,406 $ 372,240
2013.01.02-
2013.02.19
$ 23,749,718
2013.01.02-
2013.02.19
$ 803,441
2013.10.01-
2013.12.26
$ 11,006,337
2013.10.01-
2013.12.26
372,339

F-134

11. RECEIVABLES, NET

Credit card . . . . . . . . . . . . .
Factoring . . . . . . . . . . . . . .
Proceeds from disposal of
securities . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . .
Spot exchange
transactions . . . . . . . . . .
Acceptances . . . . . . . . . . . .
Acquired receivables . . . . .
Proceeds from disposal of
acquired receivables . . .
Others . . . . . . . . . . . . . . . . .
Less: Allowance for
possible losses
(Note 12) . . . . . . . . . . . .
January 1, 2012
NT$
$15,523,234
3,412,000
1,103,970
603,691
595,616
332,333
809,486

389,198
22,769,528
818,715
$21,950,813
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$15,257,629
2,184,609
775,015
583,308
605,462
271,449
805,071

251,613
20,734,156
765,892
$19,968,264
NT$
US$ (Note 4)
$15,521,385
$525,081
2,830,761
95,763
415,243
14,047
640,301
21,661
481,948
16,304
503,574
17,036
200,229
6,774
602,540
20,384
338,913
11,465
21,534,894
728,515
753,712
25,498
$20,781,182
$703,017
NT$
US$ (Note 4)
$15,609,590
$528,065
2,713,456
91,795
2,119,554
71,703
678,122
22,941
409,526
13,854
232,452
7,864
193,306
6,539


352,313
11,919
22,308,319
754,680
704,255
23,825
$21,604,064
$730,855

Far Eastern Asset Management Co., Ltd. disposed of its acquired receivables in December 2012, and the related proceeds from disposal of acquired receivables and compensation for early settlement amounting to NT$602,540 thousand (approximately US$20,384) were collected in January 2013.

12. DISCOUNTS AND LOANS, NET

Negotiations, discounts
and overdraft . . . . . . .
Short-term loans . . . . . .
Medium-term loans . . . .
Long-term loans . . . . . .
Nonaccrual loans . . . . . .
Less: Allowance for
possible losses . . . . . .
January 1, 2012 January 1, 2012 September 30,
2012
December 31, 2012 December 31, 2012 September 30, 2013 September 30, 2013
NT$
$ 176,576
67,654,241
84,002,593
122,135,928
264,778
274,234,116
4,773,735
$269,460,381
NT$
$ 167,422
65,424,741
89,214,038
127,415,360
997,846
NT$
$ 211,493
62,306,524
92,298,012
128,002,420
982,983
283,801,432
3,582,006
$280,219,426
US$ (Note 4)
$ 7,155
2,107,798
3,122,395
4,330,258
33,254
9,600,860
121,177
$9,479,683
NT$
$ 141,508
68,728,971
117,990,696
133,284,263
808,071
US$ (Note 4)
$ 4,787
2,325,067
3,991,566
4,508,940
27,336
283,219,407
3,168,116
320,953,509
4,003,730
10,857,696
135,444
$280,051,291 $316,949,779 $10,722,252

F-135

Movements of allowance for possible losses on discounts and loans and others (including receivables and other financial assets) were as follows:

Nine months ended September 30, 2012
Balance, January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision for possible losses . . . . . . . . . . . . . . . . . . . .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, September 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts
and Loans
NT$
$ 4,773,735
(366,510)
(1,878,651)
645,930
(6,388)
$ 3,168,116
Others
NT$
$1,245,370
(230,131)
(168,547)
345,445
367
$1,192,504
Total
NT$
$ 6,019,105
(596,641)
(2,047,198)
991,375
(6,021)
$ 4,360,620
$ 4,762,107
(336,777)
(488,198)
1,197,761
2,911
$ 5,137,804
Total
Nine months ended September 30, 2013
Balance, January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision for possible losses . . . . . . . . . . . . . . . . . . . .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision for possible losses . . . . . . . . . . . . . . . . . . . .
Amounts written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recovered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effects of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ (Note 4)
$161,099
(11,393)
(16,515)
40,520
99
$173,810

The provision (reversal of provision) for possible losses and guarantee obligations reserve were as follows:

Provision (reversal of provision) for
possible losses—discounts and
loans . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision for possible
losses—others . . . . . . . . . . . . . . . . . .
Provision (reversal of provision) for
possible losses—reserve for
guarantee obligations . . . . . . . . . . . .
Three Months Ended
September 30
Three Months Ended
September 30
Nine Months Ended
September 30
Nine Months Ended
September 30
2012 2013 2012 2013

For the nine months ended September 30, 2012 and 2013, the Bank had no written-off credits for which legal proceedings had not been initiated.

F-136

The Bank’s financial assets were assessed for impairment loss on the basis of credit risk characteristics of financial assets. The results were as follows:

Discounts and loans

Item
With objective evidence of
individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Without objective evidence
of individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item
With objective evidence of
individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Without objective evidence
of individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item
With objective evidence of
individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Without objective evidence
of individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
Discounts and
Loans
Allowance for
Possible Losses

NT$
NT$
$ 5,188,537
$3,373,260
2,143,559
450,059
3,105,077

263,796,943
950,416
$274,234,116
$4,773,735
January 1, 2012
Discounts and
Loans
Allowance for
Possible Losses

NT$
NT$
$ 5,188,537
$3,373,260
2,143,559
450,059
3,105,077

263,796,943
950,416
$274,234,116
$4,773,735
January 1, 2012
Discounts and
Loans
Allowance for
Possible Losses

NT$
NT$
$ 5,188,537
$3,373,260
2,143,559
450,059
3,105,077

263,796,943
950,416
$274,234,116
$4,773,735
September 30, 2012 September 30, 2012 September 30, 2012
Discounts and
Loans
Discounts and
Loans
Allowance for
Possible Losses
NT$
$ 5,188,537
2,143,559
3,105,077
263,796,943
$274,234,116
NT$
$ 4,672,803
1,872,999
2,930,820
273,742,785
$283,219,407
NT$
$1,482,582
454,536

1,230,998
$3,168,116
December 31, 2012
Discounts and Loans
Allowance for
US$ (Note 4)
NT$
$ 154,994
$1,449,349
62,157
718,466
88,599

9,295,110
1,414,191
$9,600,860
$3,582,006
September 30, 2013
Allowance for Possible Losses
NT$
$ 4,581,612
1,837,366
2,619,004
274,763,450
$283,801,432
US$ (Note 4)
$ 49,031
24,305

47,841
$121,177
Discounts and Loans
US$ (Note 4)
$ 120,393
57,831
90,219
10,589,253
$10,857,696
Allowance for Possible Losses
NT$
$ 3,558,823
1,709,485
2,666,859
313,018,342
$320,953,509
NT$
$1,100,615
864,718

2,038,397
$4,003,730
US$ (Note 4)
$ 37,233
29,253

68,958
$135,444

Others (including receivables, other financial assets and debt investments with no active market)

Item
With objective evidence of
individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Without objective evidence
of individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item
With objective evidence of
individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Without objective evidence
of individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
September 30, 2012
Others
Allowance for
Possible Losses
Others
Allowance for
Possible Losses
NT$
NT$
NT$
NT$
$ 847,568
$ 664,194
$ 693,108
$ 602,160
3,345,018
556,138
2,903,743
624,172
9,204,321

13,890,992

16,256,145
245,349
15,089,693
122,626
$29,653,052
$1,465,681
$32,577,536
$1,348,958
December 31, 2012
January 1, 2012
September 30, 2012
Others
Allowance for
Possible Losses
Others
Allowance for
Possible Losses
NT$
NT$
NT$
NT$
$ 847,568
$ 664,194
$ 693,108
$ 602,160
3,345,018
556,138
2,903,743
624,172
9,204,321

13,890,992

16,256,145
245,349
15,089,693
122,626
$29,653,052
$1,465,681
$32,577,536
$1,348,958
December 31, 2012
January 1, 2012
September 30, 2012
Others
Allowance for
Possible Losses
Others
Allowance for
Possible Losses
NT$
NT$
NT$
NT$
$ 847,568
$ 664,194
$ 693,108
$ 602,160
3,345,018
556,138
2,903,743
624,172
9,204,321

13,890,992

16,256,145
245,349
15,089,693
122,626
$29,653,052
$1,465,681
$32,577,536
$1,348,958
December 31, 2012
September 30, 2012 September 30, 2012 September 30, 2012
Others Others Allowance for
Possible Losses
NT$
$ 847,568
3,345,018
9,204,321
16,256,145
$29,653,052
NT$
$ 693,108
2,903,743
13,890,992
15,089,693
$32,577,536
NT$
$ 602,160
624,172

122,626
$1,348,958
December 31, 2012
Others
NT$
US$ (Note 4)
$ 691,318
$ 23,387
2,774,987
93,877
12,600,812
426,279
16,367,731
553,712
$32,434,848
$1,097,255
Allowance for Possible Losses
NT$
$ 601,492
609,478

124,461
$1,335,431
US$ (Note 4)
$20,348
20,618

4,211
$45,177

F-137

Item
With objective evidence of
individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Without objective evidence
of individual impairment
Assessed individually . . . .
Assessed by portfolio . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 September 30, 2013 September 30, 2013
Others Allowance for Possible Losses
NT$
US$ (Note 4)
$ 650,577
$ 22,009
2,446,913
82,778
10,646,205
360,156
16,263,126
550,173
$30,006,821
$1,015,116
NT$
US$ (Note 4)
$ 590,828
$19,987
600,201
20,305


86,205
2,916
$1,277,234
$43,208

13. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Government bonds . . . . . . . .
Listed and OTC stocks—
domestic . . . . . . . . . . . . . .
—overseas . . . . . . . . . .
Commercial papers . . . . . . .
Foreign bank debentures . . .
Treasury security . . . . . . . . .
Negotiable certificates of
deposit . . . . . . . . . . . . . . .
January 1, 2012 January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
$14,044,274
776,673
124,465




$14,945,412
NT$
$10,371,277
903,035
159,022




$11,433,334
NT$
US$ (Note 4)
$10,355,436
$350,319
807,991
27,334


250,043
8,459




452,394
15,304
$11,865,864
$401,416
NT$
US$ (Note 4)
$14,380,514
$486,486
1,109,356
37,529


479,835
16,233
470,286
15,909
199,838
6,760


$16,639,829
$562,917

The terms of government bonds are summarized as follows:

Aggregate par value . . . . . . . .
Coupon interest rates . . . . . . .
Effective interest rates . . . . . .
Maturity . . . . . . . . . . . . . . . . .
January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
$13,319,000
0.88%-6.90%
0.91%-9.45%
2012.01-2031.08
NT$
$10,157,600
0.88%-6.88%
0.91%-5.54%
2012.12-2022.05
NT$
US$ (Note 4)
$10,154,600
$343,525
0.88%-2.75%
0.88%-2.75%
0.91%-1.98%
0.91%-1.98%
2013.01-2022.05 2013.01-2022.05
NT$
US$ (Note 4)
$14,604,600
$494,066
0.88%-2.38%
0.88%-2.38%
0.91%-1.99%
0.91%-1.99%
2014.01-2043.02 2014.01-2043.02

The terms of commercial papers are summarized as follows:

Aggregate par value . . . . . . . .
Coupon interest rates . . . . . . .
Effective interest rates . . . . . .
Maturity . . . . . . . . . . . . . . . . .
January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
$—


NT$
$—


NT$
US$ (Note 4)
$250,000
$8,457
0.76%-1.06%
0.76%-1.06%
0.74%-0.75%
0.74%-0.75%
2013.01
2013.01
NT$
US$ (Note 4)
$480,000
$16,238
0.70%-0.80%
0.70%-0.80%
0.65%
0.65%
2013.10
2013.10

The terms of foreign bank debentures are summarized as follows:

Aggregate par value . . . . . . . .
Coupon interest rates . . . . . . .
Effective interest rates . . . . . .
Maturity . . . . . . . . . . . . . . . . .
January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
$—


NT$
$—


NT$
US$ (Note 4)
$—
$—





NT$
US$ (Note 4)
$469,710
$15,890
3.56%-3.65%
3.56%-3.65%
3.89%-4.29%
3.89%-4.29%
2016.03-2017.09 2016.03-2017.09

F-138

The terms of treasury security are summarized as follows:

Aggregate par value . . . . . . . .
Coupon interest rate . . . . . . . .
Effective interest rate . . . . . . .
Maturity . . . . . . . . . . . . . . . . .
January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
$—


NT$
$—


NT$
US$ (Note 4)
$—
$—





NT$
US$ (Note 4)
$200,000
$6,766
0.66%
0.66%
0.67%
0.67%
2013.11
2013.11

The terms of negotiable certificates of deposit are summarized as follows:

Aggregate par value . . . . . . . .
Coupon interest rates . . . . . . .
Effective interest rates . . . . . .
Maturity . . . . . . . . . . . . . . . . .
January 1, 2012 September 30,
2012
December 31, 2012 September 30, 2013
NT$
$—


NT$
$—


NT$
US$ (Note 4)
$451,400
$15,271
0.87%-0.88%
0.87%-0.88%
0.74%-0.76%
0.74%-0.76%
2013.01
2013.01
NT$
US$ (Note 4)
$—
$—





Some of the available-for-sale financial assets were traded with repurchase agreements, and the carrying amounts were NT$210,105 thousand and NT$572,510 thousand (approximately US$19,368 thousand) as of January 1, 2012 and September 30, 2013, respectively.

The assets pledged as collateral are shown in Note 41.

14. HELD-TO-MATURITY FINANCIAL ASSETS

Foreign corporate bonds . . . . . . . . . .
Foreign bank debentures . . . . . . . . .
Foreign certificates of deposit . . . . .
Government bonds . . . . . . . . . . . . . .
January 1,
2012
NT$
$2,374,459
1,400,397
151,450
1,599
$3,927,905
September 30,
2012
NT$
$ 994,295
507,048
440,130
999
$1,942,472
December 31, 2012
NT$
US$ (Note 4)
$ 989,133
$33,462
797,129
26,966
437,040
14,785
999
34
$2,224,301
$75,247
September 30, 2013
NT$
US$ (Note 4)
$1,135,830
$38,425
1,066,665
36,085
445,050
15,056


$2,647,545
$89,566

The terms of foreign corporate bonds are summarized as follows:

Aggregate par value—USD . . . . . .
AUD . . . . . .
Coupon interest rates . . . . . . . . . . .
Effective interest rates . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
$59,000
$20,000
0.51%-7.00%
0.46%-6.75%
2012.01-2014.03
September 30,
2012
$24,000
$10,000
0.53%-3.93%
1.70%-6.66%
2013.01-2014.03
December 31,
2012
$24,000
$10,000
(approximately
US$10,240)
0.44%-3.64%
1.70%-6.63%
2013.01-2014.03
September 30,
2013
$39,000

0.38%-2.50%
1.90%-3.85%
2014.01-2018.05

F-139

The terms of foreign bank debentures are summarized as follows:

Aggregate par value—USD . . . . . .
AUD . . . . . .
Coupon interest rates . . . . . . . . . . .
Effective interest rates . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
$40,000
$6,000
0.66%-6.50%
0.61%-5.91%
2012.01-2015.03
September 30,
2012
$11,000
$6,000
1.17%-4.63%
1.55%-5.57%
2014.06-2015.03
December 31,
2012
$21,000
$6,000
(approximately
US$6,144)
1.06%-4.20%
1.55%-5.57%
2014.06-2015.08
September 30,
2013
$21,000
$15,900
(approximately
US$14,862)
1.01%-4.02%
1.55%-5.72%
2014.06-2016.05

The terms of foreign certificates of deposit are summarized as follows:

Aggregate par value—USD . . . . . . . . . . .
Coupon interest rates (floating interest
rates) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
$ 5,000
1.54%
2012.08
September 30,
2012
$ 15,000
2.02%
2015.03
December 31,
2012
$ 15,000
1.97%
2015.03
September 30,
2013
$ 15,000
1.86%
2015.03

The terms of government bonds are summarized as follows:

Aggregate par value—NTD . . . . . . . . . .
Coupon interest rates . . . . . . . . . . . . . . .
Effective interest rates . . . . . . . . . . . . . .
Maturity . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
$1,600
1.88%-6.90%
1.89%-5.70%
2012.01-2013.03
September 30,
2012
$1,000
1.88%
1.89%
2013.03
December 31,
2012
$1,000
(approximately
US$34)
1.88%
1.89%
2013.03
September 30,
2013



15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

  • a. Investments in associates:
Dah Chung Bills Finance Corp. .
Yuan Long Stainless Steel Corp.
Deutsche Far Eastern Asset
Management Co., Ltd. . . . . . .
Dah Chung Bills Finance
Corp. . . . . . . . . . . . . . . . . . . .
Yuan Long Stainless Steel
Corp. . . . . . . . . . . . . . . . . . . .
Deutsche Far Eastern Asset
Management Co., Ltd. . . . . .
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
% of Ownership
% of Ownership
% of Ownership
% of Ownership
. . . . . .
22.06
22.06
22.06
22.06
. . . . . .
49.00
49.00
49.00
49.00
. . . . . .
40.00
40.00
40.00
40.00
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$1,412,508
$1,397,696
$1,412,336
$47,779
$1,388,281
$46,965
939,327
824,713
796,544
26,947
795,284
26,904
120,552
169,637
159,668
5,401
148,206
5,014
$2,472,387
$2,392,046
$2,368,548
$80,127
$2,331,771
$78,883
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
% of Ownership
% of Ownership
% of Ownership
% of Ownership
. . . . . .
22.06
22.06
22.06
22.06
. . . . . .
49.00
49.00
49.00
49.00
. . . . . .
40.00
40.00
40.00
40.00
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$1,412,508
$1,397,696
$1,412,336
$47,779
$1,388,281
$46,965
939,327
824,713
796,544
26,947
795,284
26,904
120,552
169,637
159,668
5,401
148,206
5,014
$2,472,387
$2,392,046
$2,368,548
$80,127
$2,331,771
$78,883
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
% of Ownership
% of Ownership
% of Ownership
% of Ownership
. . . . . .
22.06
22.06
22.06
22.06
. . . . . .
49.00
49.00
49.00
49.00
. . . . . .
40.00
40.00
40.00
40.00
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$1,412,508
$1,397,696
$1,412,336
$47,779
$1,388,281
$46,965
939,327
824,713
796,544
26,947
795,284
26,904
120,552
169,637
159,668
5,401
148,206
5,014
$2,472,387
$2,392,046
$2,368,548
$80,127
$2,331,771
$78,883
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
% of Ownership
% of Ownership
% of Ownership
% of Ownership
. . . . . .
22.06
22.06
22.06
22.06
. . . . . .
49.00
49.00
49.00
49.00
. . . . . .
40.00
40.00
40.00
40.00
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$1,412,508
$1,397,696
$1,412,336
$47,779
$1,388,281
$46,965
939,327
824,713
796,544
26,947
795,284
26,904
120,552
169,637
159,668
5,401
148,206
5,014
$2,472,387
$2,392,046
$2,368,548
$80,127
$2,331,771
$78,883
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
% of Ownership
% of Ownership
% of Ownership
% of Ownership
. . . . . .
22.06
22.06
22.06
22.06
. . . . . .
49.00
49.00
49.00
49.00
. . . . . .
40.00
40.00
40.00
40.00
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$1,412,508
$1,397,696
$1,412,336
$47,779
$1,388,281
$46,965
939,327
824,713
796,544
26,947
795,284
26,904
120,552
169,637
159,668
5,401
148,206
5,014
$2,472,387
$2,392,046
$2,368,548
$80,127
$2,331,771
$78,883
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
% of Ownership
% of Ownership
% of Ownership
% of Ownership
. . . . . .
22.06
22.06
22.06
22.06
. . . . . .
49.00
49.00
49.00
49.00
. . . . . .
40.00
40.00
40.00
40.00
January 1, 2012
September 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$1,412,508
$1,397,696
$1,412,336
$47,779
$1,388,281
$46,965
939,327
824,713
796,544
26,947
795,284
26,904
120,552
169,637
159,668
5,401
148,206
5,014
$2,472,387
$2,392,046
$2,368,548
$80,127
$2,331,771
$78,883
September 30, 2013
NT$
$1,412,508
939,327
120,552
$2,472,387
NT$
$1,397,696
824,713
169,637
$2,392,046
NT$
US$ (Note 4)
$1,412,336
$47,779
796,544
26,947
159,668
5,401
$2,368,548
$80,127
NT$
US$ (Note 4)
$1,388,281
$46,965
795,284
26,904
148,206
5,014
$2,331,771
$78,883

In July 2012, Deutsche Far Eastern Asset Management Co., Ltd. (“Deutsche”) decreased its capital to offset the deficit and issued new shares for cash. The Bank acquired some of these new shares for NT$55,652 thousand (approximately US$1,883 thousand) at its current percentage of ownership of Deutsche.

F-140

The summarized financial information in respect of the Bank and its subsidiaries’ associates was as follows:

January 1, 2012
S
NT$
Total assets . . . . . . . . .
$51,209,603
Total liabilities . . . . . .
$42,590,927
Net profit for the period . . . . . . . . . . . . . . .
Net income for the period . . . . . . . . . . . . . .
Other comprehensive income for the
period . . . . . . . . . . . . . . . . . . . . . . . . . . .
eptember 30, 2012
December 31, 2012
September 30, 2013
NT$
NT$
US$ (Note 4)
NT$
US$ (Note 4)
$51,262,830
$47,081,049
$1,592,728
$48,390,559
$1,637,028
$42,819,186
$38,653,435
$1,307,626
$40,103,230
$1,356,672
Three Months Ended September 30
Nine Months Ended September 30
2012
2013
2012
2013
NT$
NT$
US$ (Note 4)
NT$
NT$
US$ (Note 4)
$114,045
$178,782
$ 6,048
$373,517
$612,882
$20,733
$ (29,318)
$ 23,078
$ 781
$ (12,128)
$154,071
$ 5,212
$ (16,181)
$ (35,440)
$(1,199)
$ (41,272)
$ (68,331)
$ (2,312)
2012
NT$
$114,045
$ (29,318)
$ (16,181)
  • b. Share of profit (loss) of associates was as follows:
Dah Chung Bills Finance Corp. . . . . . . . . .
Yuan Long Stainless Steel Corp. . . . . . . . .
Deutsche Far Eastern Asset Management
Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$ 16,002
$ 12,821
$ 434
(44,495)
(11,731)
(397)
(4,319)
(4,439)
(150)
$(32,812)
$ (3,349)
$(113)
Nine Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$ 52,989
$ 41,617
$1,408
(115,607)
(1,234)
(42)
(6,568)
(12,829)
(434)
$ (69,186)
$ 27,554
$ 932
2012
NT$
$ 16,002
(44,495)
(4,319)
$(32,812)
2012
NT$
$ 52,989
(115,607)
(6,568)
$ (69,186)

Investments accounted for using equity method, share of profit (loss) of associates and other comprehensive income are not reviewed by independent accountants. The Bank’s management believes the investment in such subsidiaries has no material effect on the Bank’s consolidated financial statements.

16. DEBT INVESTMENTS WITH NO ACTIVE MARKET

Convertible bond asset swap
contracts—master
agreement . . . . . . . . . . . . . . . .
Credit-linked notes—master
agreement . . . . . . . . . . . . . . . .
Floating rate notes, net . . . . . . . .
Convertible bonds, net . . . . . . . .
January 1,
2012
NT$
$4,647,900
3,331,234
1,232,798
81,848
$9,293,780
September 30,
2012
December 31, 2012 September 30, 2013
NT$
US$ (Note 4)
$5,284,914
$178,786
2,610,960
88,327
741,750
25,093


$8,637,624
$292,206
NT$
$ 7,519,636
3,226,975
1,192,218

$11,938,829
NT$
US$ (Note 4)
$ 6,966,012
$235,656
2,563,968
86,738
1,183,848
40,049


$10,713,828
$362,443

As of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013, the accumulated impairment losses, reducing the carrying amount, on floating rate notes and convertible bonds were NT$225,638 thousand, NT$161,702 thousand, NT$160,567 thousand (approximately US$5,432 thousand) and NT$148,350 thousand (approximately US$5,019 thousand), respectively. In February 2012, a recovery of convertible bonds through redemption was recognized as (a) a gain of NT$57,306 thousand (approximately

F-141

US$1,939 thousand) on reversal of impairment losses and (b) other income of NT$56,174 thousand (approximately US$1,900 thousand). In April 2013, a recovery of convertible bonds through redemption was recognized as a gain of NT$780 thousand (approximately US$26 thousand) on reversal of impairment losses.

17. OTHER FINANCIAL ASSETS, NET

Nonaccrual loans other than
discounts and loans . . . . . .
Less: Allowance for possible
losses (Note 12) . . . . . . . . .
Guarantee deposits for
financial instrument
agreements . . . . . . . . . . . .
Refundable deposits . . . . . . .
Deposits with original
maturity more than
3 months . . . . . . . . . . . . . .
Interbank clearing account . .
Financial assets measured at
cost . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$ 507,131
426,655
NT$
$ 498,600
426,612
71,988
1,940,093
511,774
2,900
211,884
101,379
9,199
$2,849,217
NT$
US$ (Note 4)
$ 498,012
$ 16,847
426,389
14,424
71,623
2,423
1,892,383
64,018
513,971
17,387
2,900
98
404,877
13,697
101,379
3,430
72,378
2,449
$3,059,511
$103,502
NT$
US$ (Note 4)
$ 490,627
$ 16,598
429,819
14,541
60,808
2,057
2,038,949
68,976
549,081
18,575
245,250
8,297
200,887
6,796
101,379
3,430


$3,196,354
$108,131
80,476
1,669,282
509,539
2,900
207,369
103,846
61,338
$2,634,750

Financial assets measured at cost were as follows:

Domestic unquoted common
stocks
ERA Communications
Co., Ltd. . . . . . . . . . . . . . .
Financial Information Service
Co., Ltd. . . . . . . . . . . . . . .
An Feng Enterprise
Co., Ltd. . . . . . . . . . . . . . .
Sunshine Asset Management
Co., Ltd. . . . . . . . . . . . . . .
Taipei Forex Inc. . . . . . . . . . .
Taiwanpay Corp. . . . . . . . . . .
January 1,
2012
January 1,
2012
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$ 50,006
45,500
3,000
2,073
800
2,467
$103,846
NT$
$ 50,006
45,500
3,000
2,073
800

$101,379
NT$
US$ (Note 4)
$ 50,006
$1,692
45,500
1,539
3,000
102
2,073
70
800
27


$101,379
$3,430
NT$
US$ (Note 4)
$ 50,006
$1,692
45,500
1,539
3,000
102
2,073
70
800
27


$101,379
$3,430

The above equity investments, which had no quoted prices in active market nor fair values that could be reliably measured, were measured at cost.

F-142

In February 2012, the shareholders of Taiwanpay Corp. resolved that it should be liquidated and dissolved, and its residual properties were distributed in March 2012 and June 2012. As a result, the Bank received a total amount of NT$1,408 thousand (approximately US$48 thousand), which was treated as a reduction of investment cost, and recognized an impairment loss of NT$1,059 thousand (approximately US$36 thousand).

18. PROPERTY AND EQUIPMENT, NET

Carrying amounts of each
class
Land . . . . . . . . . . . . . . . . . . .
Buildings and
improvements . . . . . . . . . .
Computer equipment . . . . . . .
Transportation equipment . . .
Miscellaneous equipment . . .
Equipment prepayment . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31,
2012
September 30,
2013
NT$
$1,581,625
753,183
368,639
1,035
187,972
51,219
NT$
$1,581,625
737,502
364,772
460
178,083
24,961
$2,887,403
NT$
US$ (Note 4)
$1,581,625
$53,505
731,985
24,763
356,761
12,069
393
14
186,853
6,321
22,076
747
$2,879,693
$97,419
NT$
US$ (Note 4)
$1,581,625
$53,505
716,569
24,241
344,061
11,641
247
9
162,560
5,498
12,073
408
$2,817,135
$95,302
$2,943,673

The above items of property and equipment were depreciated on a straight-line basis over the following estimated useful lives:

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 to 55 years
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 7 years
Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 7 years
Miscellaneous equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 20 years

Movements of property and equipment were as follows:

Cost
Beginning balance . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . .
Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2012
Land Buildings and
Improvements
Computer
Equipment
Transportation
Equipment
Miscellaneous
Equipment
Equipment
Prepayment
Total
NT$
$1,581,625


NT$
$1,232,272
3,171

340
1,235,783
NT$
$ 7,975
56
(1,677)

6,354
NT$
$1,347,926
42,093
(4,168)
(152)
1,385,699
NT$
$ 51,219
19,711

(45,969)
24,961
NT$
$5,509,657
105,399
(9,693
(1,137
1,581,625 5,604,226
Accumulated depreciation
Beginning balance . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . .
Net ending balance . . . . . . . . . .



479,089
19,177

15
498,281
$ 737,502
920,001
89,389
(3,846)
(512)
1,005,032
$ 364,772
6,940
536
(1,582)

5,894
$ 460
1,159,954
51,998
(4,147)
(189)
1,207,616
$ 178,083





$ 24,961
2,565,984
161,100
(9,575
(686
2,716,823
$1,581,625 $2,887,403

F-143

Cost
Beginning balance . . . . . . . .
Additions . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . .
. .
. .
. .
. .
. .
. .
. .
. .
. .
. .
Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013
Land

NT$
$1,581,625



1,581,625
Buildings and
Improvements
Computer
Equipment
Transportation
Equipment
Miscellaneous
Equipment
Equipment
Prepayment
Total
NT$
$1,236,633
3,243
(550)
299
1,239,625
NT$
$6,234

(296)

5,938
NT$
$1,406,170
13,948
(11,538)
7,962
1,416,542
NT$
$ 22,076
15,316

(25,319)
12,073
NT$
$5,607,535
80,300
(150,774
737
5,537,798
Accumulated depreciation
Beginning balance . . . . . . . .
Depreciation . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . .
Net ending balance . . . . . . . .
Cost
Beginning balance . . . . . . . .
Additions . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . .
. .
. .
. .
. .
. .
. .





$1,581,625
504,648
18,935
(550)
23
523,056
$ 716,569
998,036
78,055
(138,388)
231
937,934
$ 344,061
5,841
147
(297)

5,691
$ 247
1,219,317
46,132
(11,537)
70
1,253,982
$ 162,560





$ 12,073
2,727,842
143,269
(150,772
324
1,253,982 2,720,663
$ 162,560 $2,817,135
Nine Months Ended September 30, 2013
Land Buildings and
Improvements
Computer
Equipment
Transportation
Equipment
Miscellaneous
Equipment
Equipment
Prepayment
US$ (Note 4)
$ 747
518

(857)
408
Total
US$ (Note 4)
$53,505



53,505
US$ (Note 4)
$41,835
110
(19)
10
41,936
US$ (Note 4)
$45,832
1,617
(4,682)
603
43,370
US$ (Note 4)
$211

(10)

201
US$ (Note 4)
$47,570
472
(390)
269
47,921
US$ (Note 4)
$189,700
2,717
(5,101)
25
187,341
92,281
4,847
(5,101)
12
92,039
$ 95,302
Accumulated depreciation
Beginning balance . . . . . . . .
Depreciation . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . .
Net ending balance . . . . . . .





$53,505
17,072
641
(19)
1
17,695
$24,241
33,763
2,640
(4,682)
8
31,729
$11,641
197
5
(10)

192
$ 9
41,249
1,561
(390)
3
42,423
$ 5,498





$ 408

19. INTANGIBLE ASSETS, NET

Operating rights . . . . . . . . . . . .
Fair value of core deposits . . . .
Less: Accumulated
amortization . . . . . . . . . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31,
2012
September 30,
2013
NT$
$1,538,210
428,887
NT$
$1,538,210
428,887
1,967,097
89,763
$1,877,334
NT$
US$ (Note 4)
$1,538,210
$52,037
428,887
14,509
1,967,097
66,546
99,049
3,351
$1,868,048
$63,195
NT$
US$ (Note 4)
$1,538,210
$52,037
428,887
14,509
1,967,097
66,546
126,907
4,293
$1,840,190
$62,253
1,967,097
61,904
$1,905,193

In April 2010, the Bank acquired the assets and liabilities, classified as Package B of the Chinfon Bank, through a bidding process. The acquired management and operation rights of Chinfon Bank’s branches have indefinite useful life, while the fair value of core deposits is amortized over 4 to 15 years.

F-144

20. OTHER ASSETS, NET

Buildings and land held
for sale . . . . . . . . . . . . .
Less: Accumulated
impairment . . . . . . . . .
Prepaid expenses . . . . . . .
Others . . . . . . . . . . . . . . .
January 1,
2012
NT$
$467,389
41,271
426,118
123,584
3,059
$552,761
September 30,
2012
NT$
$101,150
11,309
89,841
196,826
9,946
$296,613
December 31, 2012
NT$
US$ (Note 4)
$ 48,429
$1,638
6,968
235
41,461
1,403
183,045
6,192
1,566
53
$226,072
$7,648
September 30, 2013
NT$
US$ (Note 4)
$ 27,567
$ 933
4,246
144
23,321
789
175,272
5,929
11,911
403
$210,504
$7,121

21. DUE TO THE CENTRAL BANK AND OTHER BANKS

Call loans from banks . . .
Due to banks . . . . . . . . . .
Overdraft . . . . . . . . . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$11,236,270
544,952
4,509
NT$
$14,722,772
562,388
42,117
$15,327,277
NT$
US$ (Note 4)
$11,259,482
$380,903
316,051
10,692
99,425
3,363
$11,674,958
$394,958
NT$
US$ (Note 4)
$24,648,252
$833,838
315,355
10,668
63,821
2,159
$25,027,428
$846,665
$11,785,731

22. PAYABLES

Securities settlement
payables . . . . . . . . . . . . . .
Receipts under custody . . . .
Accrued expenses . . . . . . . .
Accrued interest . . . . . . . . .
Dividend and bonus . . . . . .
Payables on factoring
business . . . . . . . . . . . . . .
Checks for clearing . . . . . . .
Payables on consigned
funds . . . . . . . . . . . . . . . .
Acceptances . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$ 102,244
34,929
1,373,093
864,256
122
457,695
817,187
137,291
332,333
376,170
$4,495,320
NT$
$ 186,000
517,633
1,311,970
1,066,658
529,762
434,942
1,119,589
349,739
271,449
315,813
$6,103,555
NT$
US$ (Note 4)
$ 166,815
$ 5,643
35,622
1,205
1,218,141
41,209
997,766
33,754
145
5
499,185
16,887
1,671,862
56,558
111,972
3,788
503,574
17,036
355,289
12,020
$5,560,371
$188,105
NT$
US$ (Note 4)
$ 5,314,331
$179,781
1,478,132
50,004
1,373,623
46,469
883,815
29,899
515,865
17,452
487,956
16,507
479,157
16,210
371,698
12,574
232,452
7,864
340,082
11,505
$11,477,111
$388,265

F-145

23. DEPOSITS AND REMITTANCES

Checking deposits . . . . .
Demand deposits . . . . . .
Demand savings . . . . . .
Time savings . . . . . . . . .
Negotiable certificates
of deposit . . . . . . . . .
Time deposits . . . . . . . .
Remittances . . . . . . . . . .
January 1, 2012 January 1, 2012 September 30,
2012
NT$
$ 3,943,475
29,189,645
52,906,010
89,370,577
17,414,500
185,037,335
5,418
$377,866,960
December 31, 2012 September 30, 2013 September 30, 2013
NT$
$ 3,695,949
28,301,271
50,602,247
86,199,374
24,478,500
176,716,076
5,145
$369,998,562
NT$
$ 2,974,630
31,614,166
52,960,380
87,548,604
23,138,500
193,672,326
24,660
US$ (Note 4)
$ 100,630
1,069,491
1,791,623
2,961,726
782,764
6,551,838
834
NT$
$ 2,871,238
40,693,261
54,789,134
82,998,287
20,437,500
190,835,201
19,741
US$ (Note 4)
$ 97,133
1,376,633
1,853,489
2,807,790
691,390
6,455,859
668
$391,933,266 $13,258,906 $392,644,362 $13,282,962

24. BANK DEBENTURES

Domestic bank
debentures . . . . . . . . . .
Euro Convertible
Bonds . . . . . . . . . . . . . .
January 1,
2012
NT$
$20,230,280

$20,230,280
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$23,094,543

$23,094,543
NT$
US$ (Note 4)
$23,072,123
$780,518


$23,072,123
$780,518
NT$
US$ (Note 4)
$21,014,733
$710,918
4,040,905
136,702
$25,055,638
$847,620

F-146

Domestic bank debentures

January 1, September 30,
Item Issuance Period Note 2012 2012 December 31, 2012 September 30, 2013
NT$ NT$ NT$ US$ (Note 4) NT$ US$ (Note 4)
Senior bank debentures—10-year 2005.08.26-2015.08.26 Interest payable on August 26 each $ 3,000,000 $ 3,000,000 $ 3,000,000 $101,488 $ 3,000,000 $101,488
maturity; fourth issue in 2005 year; fixed interest rate at 2.30%
Subordinated bank debentures—seven- 2006.12.27-2013.12.27 Interest payable on December 27 each 2,000,000 2,000,000 2,000,000 67,659 2,000,000 67,659
year maturity; first issue in 2006 year; floating interest rate
Subordinated bank debentures—seven- 2007.02.13-2014.02.13 A coupons: Interest payable on 2,000,000 2,000,000 2,000,000 67,659 2,000,000 67,659
year maturity; first issue in 2007 February 13 each year; floating
interest rate
B coupons: Interest payable on
February 13 each year; fixed interest
rate at 2.55%
Subordinated bank debentures—seven- 2007.03.12-2014.03.12 Interest payable on March 12 each 1,000,000 1,000,000 1,000,000 33,830 1,000,000 33,830
year maturity; second issue in 2007 year; floating interest rate
Subordinated bank debentures—five 2007.09.26-2013.03.26 Interest payable on September 26 each 2,000,000 2,000,000 2,000,000 67,659
and a half years’ maturity; third issue year (will be paid on March 26 in the
in 2007 last year); floating interest rate
Subordinated bank debentures—seven- 2008.06.17-2015.06.17 A coupons: Interest payable on June 2,400,000 2,400,000 2,400,000 81,191 2,400,000 81,191
year maturity; first issue in 2008 17 each year; 3.90% fixed interest
rate;
F-147 Subordinated bank debentures—seven- 2010.05.18-2017.05.18 B coupons: Interest payable on June
17 each year; floating interest rate
Interest payable on May 18 each year;
2,000,000 2,000,000 2,000,000 67,659 2,000,000 67,659
year maturity; first issue in 2010 fixed interest rate at 2.98%
Subordinated bank debentures—seven- 2010.09.29-2017.09.29 Interest payable on September 29 each 2,000,000 2,000,000 2,000,000 67,659 2,000,000 67,659
year maturity; second issue in 2010 year; fixed interest rate at 2.10%
Subordinated bank debentures—seven- 2011.11.10-2018.11.10 Interest payable on November 10 each 3,500,000 3,500,000 3,500,000 118,404 3,500,000 118,403
year maturity; first issue in 2011 year; fixed interest rate at 1.95%
Subordinated bank debentures—seven- 2012.06.27-2019.06.27 Interest payable on June 27 each year; 3,000,000 3,000,000 101,488 3,000,000 101,488
year maturity; first issue in 2012 fixed interest rate at 1.75%
Subordinated bank debentures—seven- 2005.06.28-2012.06.28 Interest payable on simple interest 90,900 5,360 4,460 151 3,960 134
year maturity; 1-1 issue in 2005; every half year; floating interest rate;
acquired from Chinfon Bank repayable in five equal annual
installments from the third year of
issuance
Subordinated bank debentures—seven- Matured on 240 240 240 8 240 8
year maturity; 1-1 issue in 2002; 2009.06.28
acquired from Chinfon Bank
Total bank debentures 19,991,140 22,905,600 22,904,700 774,855 20,904,200 707,178
Add: Unrealized valuation loss (Note 9) 239,140 188,943 167,423 5,663 110,533 3,740
$20,230,280 $23,094,543 $23,072,123 $780,518 $21,014,733 $710,918

The hedging transactions with regard to the above bank debentures are shown in Note 9.

Euro convertible bonds

On February 7, 2013 (the “Issue Date”), the Bank issued five-year unsecured zero coupon convertible bonds (the “Bonds”) with an aggregate principal of US$150,000 thousand which were listed on the Singapore Exchange Securities Trading Limited. The minimum lot size for the Bonds trading is US$200 thousand. On the Issue Date, the liability component of the Bonds was NT$4,009,661 thousand (approximately US$135,645 thousand) (net of transaction costs of NT$38,252 thousand (approximately US$1,294 thousand)). The initial interest effective rate of the liability component was 2.63%. The conversion option derivative component of the Bonds was NT$433,337 thousand (approximately US$14,660 thousand). Other terms and conditions of the Bonds are described below:

  • a. Redemption at maturity

Unless the Bonds have been previously redeemed, converted or repurchased and canceled, the Bank shall redeem the Bonds at 101.89% of their principal amount in U.S. dollars on February 7, 2018 (the “Maturity Date”). But if this day is not a business day, bond redemption will be on the preceding business day.

  • b. Redemption at the option of the Bank

  • 1) At any time on or after August 7, 2015, the Bank may redeem the Bonds in whole or piecemeal (being US$200 thousand in principal amount and integral multiples thereof) at the early redemption amount which represents the principal amount of the Bonds plus a gross yield of the principal amount of the Bonds if the closing price on the Taiwan Stock Exchange (the “TWSE”) of the common shares, translated into U.S. dollars at the prevailing rate, within 20 out of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of common shares to be issued upon conversion of the Bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at the fixed exchange rate.

  • 2) The Bank may redeem all, but not a portion of, the Bonds at the early redemption amount if more than 90% of the principal amount of the Bonds has already been redeemed, converted or repurchased and canceled.

  • 3) The Bank is obliged to pay additional amounts as a result of any change relating to taxation in the relevant jurisdiction or any change in the general application or official interpretation of tax laws or regulations, and this obligation cannot be avoided by the Bank even by taking reasonable measures.

The early redemption amount for the Bonds is so calculated to provide the bondholder a gross yield of 0.375% semi-annually.

  • c.

  • Details of conversion

  • 1) Converted shares: Newly issued common shares of the Bank (the “Shares”)

  • 2) Conversion period: Unless the Bonds have been previously redeemed, converted or repurchased and canceled, the Bonds are convertible, at the option of the bondholder at any time on or after March 20, 2013, which is the 41st calendar day after the Issue Date, and prior to the close of business on January 28, 2018, which is the 10th calendar day prior to the Maturity Date for bond conversion into Shares. In addition, conversion rights shall not be exercised during the following closed periods:

  • a) 60 days prior to the date of the annual general shareholders’ meeting, 30 days prior to the date of the special general shareholders’ meeting, or on the date at least 5 days prior to the record date for determination of shareholders entitled to receive annual dividend, bonus, or other benefits and rights;

F-148

  • b) from the date at least 15 business days prior to the record date for any free distribution of shares, cash dividend, or rights to subscribe for new shares in a rights offering until the distribution of these rights, or from the record date for capital reduction until one day prior to the resumption of trading of the reissued shares following the capital reduction; and

  • c) any other period as determined by ROC laws.

  • 3) Adjustments to conversion price: On any stock dilution or events stated in the Offering Memorandum that occur after the Issue Date, the conversion price shall be adjusted in accordance with the formula stated in the Offering Memorandum.

  • 4) Conversion price: The original conversion price was NT$15.24 per share and was adjusted to NT$14.24 per share since September 9, 2013 because of dividends (at the fixed exchange rate of NT$29.569 to US$1.00)

  • 5) Redemption at the option of the bondholders:

  • a) Unless the Bonds have been early redeemed, converted or repurchased, each bondholder has a put right to require the Bank to redeem in whole or in part only (being US$200 thousand in principal amount and integral multiples thereof) the Bonds at the early redemption amount on August 7, 2015.

  • b) In the event that Bank’s shares cease to be listed or admitted to trading on the TWSE (a “Delisting”), the Bank shall notify the bondholders accordingly, and each bondholder shall have the right to require the Bank to redeem the Bondholder’s Bonds, in whole or in part only (being US$200 thousand in principal amount and integral multiples thereof) at the Early Redemption Amount on the 20th business day after the date of this notice.

  • c) If the Bank has a change of control, the Bank shall notify the bondholders, and each bondholder shall have the right to require the Bank to redeem all or a part of the Bonds (being US$200 thousand in principal amount and integral multiples thereof) at the Early Redemption Amount on the 20th business day after the date of this notice.

25. OTHER FINANCIAL LIABILITIES

Securities sold under
repurchase agreements . . .
Short-term loans . . . . . . . . . .
Principal of structured
notes . . . . . . . . . . . . . . . . .
Deposits received . . . . . . . . .
Lease payable . . . . . . . . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$ 213,870
1,369,929
459,005
168,404
78
NT$
$ —
1,039,977
770,627
197,008
35
$2,007,647
NT$
US$ (Note 4)
$ —
$ —
969,980
32,814
730,962
24,728
207,093
7,006
35
1
$1,908,070
$64,549
NT$
US$ (Note 4)
$ 582,621
$19,710
399,926
13,529
319,056
10,794
184,427
6,239
35
1
$1,486,065
$50,273
$2,211,286

Under related laws and regulations, effective January 1, 2011, the principal received on structured financial instruments should not be classified as deposits. Thus, such principal is no longer included in the mandatory reserve deposit, in calculating various ratios or statutory limits.

F-149

The short-term loans are as follows:

Bank loans . . . . . . . . . . . . . .
Commercial papers, net . . . .
Interest rates on bank
loans . . . . . . . . . . . . . . . . .
January 1,
2012
September 30,
2012
December 31, 2012 December 31, 2012 September 30, 2013 September 30, 2013
NT$
$ 1,120,000
249,929
NT$
$ 990,000
49,977
NT$
$ 920,000
49,980
US$ (Note 4)
$ 31,123
1,691
NT$
$ 350,000
49,926
US$ (Note 4)
$ 11,840
1,689
$ 1,369,929 $ 1,039,977 $ 969,980 $ 32,814 $ 399,926 $ 13,529
1.30%-1.56% 1.30%-1.42% 1.32%-1.41% 1.32%-1.41% 1.35%-1.38% 1.35%-1.38%

The status of commercial papers is as follows:

International Bills Finance
Corp. . . . . . . . . . . . . . . . . . . .
Ta Chong Bank . . . . . . . . . . . . .
Less: Unamortized discount on
commercial paper . . . . . . . . .
Interest rates . . . . . . . . . . . . . . .
January 1,
2012
NT$
$ 50,000
200,000
250,000
71
$ 249,929
0.77%-0.86%
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$50,000

50,000
23
$49,977
1.39%
NT$
US$ (Note 4)
$50,000
$1,692


50,000
1,692
20
1
$49,980
$1,691
1.38%
1.38%
NT$
US$ (Note 4)
$50,000
$1,692


50,000
1,692
74
3
$49,926
$1,689
1.39%
1.39%

The securities sold under repurchase agreements are as follows:

Government bonds . . . . . . . . . . .
Foreign bank debentures . . . . . .
Repurchase date . . . . . . . . . . . . .
Repurchase price . . . . . . . . . . . .
January 1,
2012
NT$
$ 213,870

$ 213,870
2012.01.02
$ 213,870
September 30,
2012
NT$
$ —

$ —

$ —
December 31,
2012
NT$ US$ (Note 4)
$ —
$ —


$ —
$ —


$ —
$ —
September 30, 2013 September 30, 2013
NT$
$ 155,000
427,621
$ 582,621
2013.10.02-
2013.10.25
$ 583,599
US$ (Note 4)
$ 5,244
14,466
$ 19,710
2013.10.02-
2013.10.25
$ 19,743

26. PROVISIONS

Employee benefits . . . . . . . . . . . .
Reserve for guarantee
obligations . . . . . . . . . . . . . . . .
Contingency reserve . . . . . . . . . .
January 1,
2012
NT$

$620,865

65,454

4,361
$690,680
September 30,
2012
NT$
$609,391
74,818
7,016
$691,225
December 31, 2012 September 30, 2013
NT$
US$ (Note 4)
$609,057
$20,604
80,673
2,729
8,115
275
$697,845
$23,608
NT$
US$ (Note 4)
$607,853
$20,563
96,988
3,281
10,131
343
$714,972
$24,187

F-150

27. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The pension plan under the Labor Pension Act (LPA) is a defined contribution plan. For employees subjected to LPA, the Bank and its subsidiaries make contributions to their individual pension accounts in the Department of Labor at 6% of their monthly salaries and wages. Contributions to defined contribution plan recognized as expenses in comprehensive income statement were NT$26,403 thousand and NT$26,318 thousand (approximately US$891 thousand) for the three months ended September 30, 2012 and 2013, respectively; NT$78,307 thousand and NT$80,674 thousand (approximately US$2,729 thousand) for the nine months ended September 30, 2012 and 2013, respectively.

b. Defined benefit plans

Under a defined benefit plan based on the Labor Standards Law (LSL), the Bank recognizes pension liabilities based on the actuarial report. The Bank contributes amounts equal to 2% of total monthly salaries and wages to a pension fund. The pension fund is deposited in the Bank of Taiwan in the committee’s name.

Far Eastern Life Insurance Agency Co., Ltd. contributes amounts equal to 2% of total monthly salaries and wages to a pension fund which is deposited in the Bank of Taiwan. Because the balance of the pension fund as of September 30, 2010 is sufficient for paying pension obligations, further contributions to the pension fund have been suspended since October 2010 with the approval of the Department of Labor.

The Bank’s most recent actuarial valuation of plan assets and the present value of defined benefit obligation were carried out on February 20, 2013 by Towers Watson & Co. The present value of defined benefit obligation and related current and past service costs were measured using the projected unit credit method. The Bank recognized employee benefits expense of NT$5,071 thousand and NT$6,131 thousand (approximately US$207 thousand) for the three months ended September 30, 2012 and 2013, respectively; NT$15,212 thousand and NT$18,391 thousand (approximately US$622 thousand) for the nine months ended September 30, 2012 and 2013, respectively, which calculated using the actuarially determined pension cost rate as of December 31, 2012 and January 1, 2012, respectively.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected rate of salary increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Measurement Date Measurement Date
January 1, 2012
1.75%
2.00%
2.50%
December 31, 2012
1.75%
1.50%
2.50%

F-151

The amount included in the consolidated statement of financial position arising from the Bank’s obligation in respect of its defined benefit plans was as follows:

Present value of funded defined benefit obligation . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial loss, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized past service cost . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
NT$
$ 857,300
(260,879)
596,421

24,444
$ 620,865
December 31, 2012 December 31, 2012 December 31, 2012
NT$
$ 978,015
(279,571)
698,444
(112,631)
23,244
$ 609,057
US$(Note 4)
$33,086
(9,458)
23,628
(3,810)
786
$20,604

The plan assets refer to the pension fund deposited in the Bank of Taiwan.

The major categories of plan assets at the end of the reporting period for each category were as follows:

Equity instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits in banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
40.75%
35.25%
23.87%
0.13%
100.00%
December 31, 2012 December 31, 2012
39.42%
36.82%
23.69%
0.07%
100.00%

28. OTHER LIABILITIES

Advanced receipts . . . . . . . . . . . .
Deferred revenue—customer
loyalty programmes . . . . . . . .
Temporary receipts . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . .
January 1,
2012
January 1,
2012
September 30,
2012
NT$
$270,170
92,336
44,816
34,800
$442,122
September 30,
2012
NT$
$270,170
92,336
44,816
34,800
$442,122
December 31, 2012 September 30, 2013
NT$
$270,537
106,517
32,486
17,897
$427,437
NT$
$270,170
92,336
44,816
34,800
$442,122
NT$
US$ (Note 4)
$277,618
$ 9,392
73,244
2,478
49,119
1,662
32,393
1,095
$432,374
$14,627
NT$
US$ (Note 4)
$264,116
$ 8,935
102,527
3,469
92,709
3,136
30,293
1,025
$489,645
$16,565

29. EQUITY

  • a. Share capital

Ordinary shares

Number of shares authorized
(in thousands) . . . . . . . . . .
Shares authorized . . . . . . . . .
Number of shares issued and
fully paid (in
thousands) . . . . . . . . . . . .
Shares issued . . . . . . . . . . . .
January 1, 2012

NT$
4,500,000
$45,000,000
2,118,560
$21,185,604
September 30,
2012
December 31, 2012 December 31, 2012 September 30, 2013
NT$
US$ (Note 4)
4,500,000
$45,000,000 $1,522,327
2,362,118
$23,621,182 $ 799,093
September 30, 2013
NT$
US$ (Note 4)
4,500,000
$45,000,000 $1,522,327
2,362,118
$23,621,182 $ 799,093
NT$
4,500,000
$45,000,000
2,242,260
$22,422,596
NT$
4,500,000
$45,000,000
2,242,260
$22,422,596
US$ (Note 4)
$1,522,327
US$ (Note 4)
$1,522,327
$ 799,093
$ 758,545

F-152

Ordinary common shares issued, which have a par value of $10, carry one vote per share and carry a right to dividends.

  • b. Capital surplus

The capital surplus arising from shares issued in excess of par and treasury stock transactions may be used to offset a deficit, or, if the Bank has no deficit, distributed as cash dividends or transferred to capital (limited to a certain percentage of the Bank’s paid-in capital and once a year). However, capital surplus arising from investments accounted for using equity method may not be used for any purpose.

  • c. Retained earnings and dividend policy

The Bank’s Articles of Incorporation provide that the appropriations from the Bank’s annual earnings less its losses and all taxes and dues must be in the following order:

  • 1) 30% as legal reserve;

  • 2) Special reserve based on the relevant law or regulations; and

  • 3) A portion to be retained on the basis of operational needs.

  • 4) Any remainder:

%
Shareholders’ bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Remuneration to directors and supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Employees’ bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
100

The dividend policy of the Bank will be evaluated and adjusted after taking into account such factors as the present environment and future operation plans, and its cash dividends should not be less than 10% of total dividends distributed.

The Banking Law provides that, unless legal reserve reached the Bank’s paid-in capital, cash dividends are limited to 15% of paid-in capital.

Under the Company Law, legal reserve should be appropriated until it has reached the Bank’s paidin capital. This reserve may be used to offset a deficit. According to an amendment to the Company Law, when the Bank has no deficit and its legal reserve has exceeded 25% of its paid-in capital, the excess may be distributed in the form of stocks or cash.

The appropriations of earnings for the 2011 and 2012, which were approved in the shareholders’ meetings on June 26, 2012 and June 19, 2013, respectively, were as follows:

Legal reserve . . . . . . . . . . . . . . . . . . . . . . . . .
Special reserve . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . .
Stock dividends . . . . . . . . . . . . . . . . . . . . . . .
Appropriation of Earnings
2011
2012
NT$
NT$
US$
(Note 4)
$ 711,970
$ 769,012
$26,015

173,800
5,880
529,640
515,720
17,447
1,131,311
1,105,434
37,396
$2,372,921
$2,563,966
$86,738
Appropriation of Earnings
2011
2012
NT$
NT$
US$
(Note 4)
$ 711,970
$ 769,012
$26,015

173,800
5,880
529,640
515,720
17,447
1,131,311
1,105,434
37,396
$2,372,921
$2,563,966
$86,738
Dividends Per Share
(Dollars)
Dividends Per Share
(Dollars)
2011
NT$
$ 711,970

529,640
1,131,311
$2,372,921
2011
NT$
$0.250
0.534
2012
NT$
$ 769,012
173,800
515,720
1,105,434
$2,563,966
NT$
US$
(Note 4)
$0.230
$0.008
0.493
0.017

F-153

The employees’ bonus (in stocks) and the remuneration to directors and supervisors approved in the foregoing shareholders’ meetings were NT$144,431 thousand and NT$140,970 thousand (approximately US$4,769 thousand) on the earnings of 2011 and 2012, respectively, and were not different from the accrual amount recognized in the 2011 and 2012 financial statements.

The employees’ stock bonus for 2011 of 10,568 thousand shares was determined at NT$10.25 per share, the closing price of the Bank’s ordinary share (after considering the effect of cash and stock dividends) of the day preceding the shareholders’ meeting. As a result, the capital surplus of 2012 increased by NT$2,642 thousand. The employees’ stock bonus for 2012 of 9,315 thousand shares was determined at NT$11.35 per share, the closing price of the Bank’s ordinary share (after considering the effect of cash and stock dividends) of the day preceding the shareholders’ meeting. As a result, the capital surplus of 2013 increased by NT$12,575 thousand (approximately US$425 thousand).

Under the Integrated Income Tax System, ROC-resident shareholders will be allocated imputation credit for the distribution of earnings that the Bank generated after January 1, 1998, the balance of which is maintained in the imputation credits account (ICA). The allocation of imputation credits is based on a creditable tax ratio, which is determined on the dividend ex-right date.

The Bank’s foreign shareholders are not entitled to the imputation credits, except those related to the 10% income tax on unappropriated earnings actually paid by the Bank. If dividends distributed to foreign shareholders are from the earnings subject to an additional 10% income tax, the tax can be used by the foreign shareholders to reduce the final withholding tax on their dividends income.

According to the Bank’s Articles of Incorporation, based on the net income for the period, employees’ bonus and the remuneration to directors and supervisors were estimated to be NT$103,000 thousand and NT$134,000 thousand (approximately US$4,533 thousand) for the nine months ended September 30, 2012 and 2013, respectively, which were not estimated amounts for the whole year. Material difference between such estimated amounts and the amounts proposed by the Board of Directors in the following year are adjusted for in the current year. If the actual amounts subsequently resolved by the shareholders differ from the proposed amounts, the differences are recorded in the year of shareholders’ resolution as a change in accounting estimate.

Information on the employees’ bonus and the remuneration to directors and supervisors is available on the Market Observations Post System Website of the Taiwan Stock Exchange.

d. Special reserve appropriated following first-time adoption of Taiwan-IFRSs

Under Rule No. 1010012865 issued by the FSC on April 6, 2012, on the first-time adoption of Taiwan-IFRSs, a company should appropriate to special reserve the amounts of unrealized revaluation increment and cumulative translation adjustments transferred to retained earnings as a result of the company’s use of exemptions under IFRS 1. However, at the date of transitions to Taiwan-IFRSs, if the increase in retained earnings that resulted from all Taiwan-IFRSs adjustments is not enough for this appropriation, only the increase in retained earnings that resulted from all Taiwan-IFRSs adjustments will be appropriated to special reserve. The special reserve appropriated as above may be reversed to retained earnings in proportion to the usage, disposal or reclassification of the related assets and thereafter distributed.

The Bank had no unrealized revaluation increment, and cumulative translation adjustments had not been elected the use of exemptions under IFRS 1; therefore, no special reserve was appropriated on the first-time adoption of Taiwan-IFRSs.

F-154

e. Other equity items

Movements of unrealized gain (loss) on available-for-sale financial assets under equity attributable to owners of the Bank were as follows:

Balance, beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on available-for-sale financial assets . . . . . . . . . .
Cumulative gain reclassified to profit or loss on sale of available-for-
sale financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of unrealized loss on available-for-sale financial assets of
associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 10,252
116,504
(143,915)
(8,557)
$ (25,716)
2013
NT$
US$ (Note 4)
$(173,800)
$ (5,880)
(220,985)
(7,476)
(26,396)
(893)
(15,087)
(510)
$(436,268)
$(14,759)

30. NET INTEREST INCOME

Interest income
Discounts and loans . . . . . . .
Credit cards . . . . . . . . . . . . .
Due from the Central
Bank . . . . . . . . . . . . . . . . .
Bonds . . . . . . . . . . . . . . . . . .
Recovered amount over
written-off loans . . . . . . . .
Others . . . . . . . . . . . . . . . . . .
Interest cost
Deposits and remittances . . .
Automobile financing
obligations . . . . . . . . . . . .
Bank debentures . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . .
Three Months Ended September 30 Three Months Ended September 30 Nine Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$5,490,915 $6,647,300
$224,875
698,035
704,621
23,837
520,696
454,506
15,375
217,506
212,678
7,195
86,483
162,544
5,499
131,743
144,617
4,892
7,145,378
8,326,266
281,673
2,682,543
2,516,138
85,120
953,748
1,673,184
56,603
266,071
346,220
11,712
169,620
127,971
4,329
4,071,982
4,663,513
157,764
$3,073,396 $3,662,753
$123,909
Nine Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$5,490,915 $6,647,300
$224,875
698,035
704,621
23,837
520,696
454,506
15,375
217,506
212,678
7,195
86,483
162,544
5,499
131,743
144,617
4,892
7,145,378
8,326,266
281,673
2,682,543
2,516,138
85,120
953,748
1,673,184
56,603
266,071
346,220
11,712
169,620
127,971
4,329
4,071,982
4,663,513
157,764
$3,073,396 $3,662,753
$123,909
2012 2013 2013
NT$
$1,889,496
237,757
155,487
69,521
34,986
51,691
NT$
US$ (Note 4)
$2,374,480
$80,327
234,249
7,925
152,446
5,157
83,200
2,815
42,448
1,436
32,551
1,101
2,919,374
98,761
822,729
27,833
653,011
22,091
116,924
3,955
45,704
1,546
1,638,368
55,425
$1,281,006
$43,336
NT$
US$ (Note 4)
$6,647,300
$224,875
704,621
23,837
454,506
15,375
212,678
7,195
162,544
5,499
144,617
4,892
8,326,266
281,673
2,516,138
85,120
1,673,184
56,603
346,220
11,712
127,971
4,329
4,663,513
157,764
$3,662,753
$123,909
2,438,938
896,161
351,801
97,725
51,854
1,397,541
$1,041,397

F-155

31. NET SERVICE FEE INCOME

Service fee income
Consigned funds and
insurance . . . . . . . . . . . .
Credit business . . . . . . . . .
Credit cards . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . .
Service fee expense
Visa and Master . . . . . . . .
Agency service fee . . . . . .
National Credit Card
Center fee . . . . . . . . . . .
Outsourcing fee for
collection . . . . . . . . . . .
Credit investigation . . . . .
Interbank service fee . . . . .
Others . . . . . . . . . . . . . . . .
Net service fee income . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$317,135
$276,962
$ 9,369
155,280
266,096
9,002
229,228
218,974
7,408
82,571
93,088
3,149
784,214
855,120
28,928
23,439
29,303
991
23,585
25,878
875
18,274
20,440
692
18,419
19,693
666
11,443
10,942
370
8,708
8,562
290
24,904
22,380
757
128,772
137,198
4,641
$655,442
$717,922
$24,287
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$317,135
155,280
229,228
82,571
784,214
23,439
23,585
18,274
18,419
11,443
8,708
24,904
128,772
$655,442
2012
NT$
$ 828,403
490,800
727,784
246,108
2,293,095
64,664
69,913
53,939
58,758
34,662
27,184
71,807
380,927
$1,912,168
2013
NT$
US$ (Note 4)
$ 933,298
$31,573
647,274
21,897
680,684
23,027
272,290
9,211
2,533,546
85,708
80,326
2,718
75,564
2,556
65,398
2,212
56,559
1,913
33,117
1,120
26,568
899
64,568
2,184
402,100
13,602
$2,131,446
$72,106

32. NET GAIN ON FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

Net interest income . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . .
Realized gains (losses)
Convertible bonds . . . . . . .
Derivative instruments . . .
Others . . . . . . . . . . . . . . . .
Gains (losses) on valuation
Convertible bonds . . . . . . .
Derivative instruments . . .
Others . . . . . . . . . . . . . . . .
Net gains . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$ 16,592 $ 10,640
$ 360
7,370
8,043
272
9,890
289,137
9,781
300,942
232,710
7,872
(146)
1,731
59
310,686
523,578
17,712
200,121
142,413
4,818
(175,071)
(445,347)
(15,066)
1,568
22,134
749
26,618
(280,800)
(9,499)
$ 361,266 $ 261,461
$ 8,845
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 16,592
7,370
9,890
300,942
(146)
310,686
200,121
(175,071)
1,568
26,618
$ 361,266
2012
NT$
$ 29,296
7,370
22,315
606,067
(42,963)
585,419
168,837
(15,955)
10,111
162,993
$785,078
2013
NT$
US$ (Note 4)
$ 47,814
$ 1,617
8,043
272
298,016
10,082
1,602,920
54,226
414
14
1,901,350
64,322
781,031
26,422
(1,865,067)
(63,094)
(6,320)
(214)
(1,090,356)
(36,886)
$ 866,851
$ 29,325

F-156

33. NET GAIN ON AVAILABLE-FOR-SALE FINANCIAL ASSETS

Dividends . . . . . . . . . . . . . . . . . . .
Stocks . . . . . . . . . . . . . . . . . . . . . .
Bonds . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$63,476
$52,670
$1,782
9,235
25,770
872
(1,442)
(4,422)
(150)

(1)

$71,269
$74,017
$2,504
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 63,476
57,951
85,964

$207,391
2013
NT$
US$ (Note 4)
$52,670
$1,782
31,585
1,069
(5,187)
(176)
(2)

$79,066
$2,675

34. NONINTEREST INCOME AND GAINS—OTHERS

Rental . . . . . . . . . . . . . . . . . . . . . .
Gains on recovered debt
investments with no active
market . . . . . . . . . . . . . . . . . . . .
Gains on recovered security
deposits . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$3,223
$ 2,224
$ 75






6,764
17,721
600
$9,987
$19,945
$675
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 8,546
56,174
18,627
31,302
$114,649
2013
NT$
US$ (Note 4)
$ 6,958
$ 235




42,490
1,438
$49,448
$1,673

35. EMPLOYEE BENEFITS EXPENSE

Salaries and bonus . . . . . . . .
Employee insurance . . . . . . .
Temporary employee . . . . . .
Employee’s bonus,
remuneration to directors
and supervisors . . . . . . . . .
Post-employment benefits . .
Others . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$632,902
$647,337
$21,899
48,535
48,250
1,632
62,929
43,138
1,459
32,943
36,786
1,244
31,474
32,449
1,098
48,873
44,627
1,510
$857,656
$852,587
$28,842
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$632,902
48,535
62,929
32,943
31,474
48,873
$857,656
2012
NT$
$1,863,129
144,600
197,476
108,445
93,519
136,300
$2,543,469
2013
NT$
US$ (Note 4)
$1,948,487
$65,916
154,583
5,230
128,495
4,347
139,532
4,720
99,065
3,351
132,912
4,497
$2,603,074
$88,061

36. DEPRECIATION AND AMORTIZATION


Depreciation . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$53,575
$47,316
$1,601
$10,241
$10,419
$ 352
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$53,575
$10,241
2012
NT$
$161,100
$ 30,724
2013
NT$
US$ (Note 4)
$143,269
$4,847
$ 30,910
$1,045

F-157

37. OTHER GENERAL AND ADMINISTRATIVE EXPENSES

Rental . . . . . . . . . . . . . . . . . .
Taxation and government
fees . . . . . . . . . . . . . . . . . .
Advertising . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . .
Telecommunication . . . . . . .
Others . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$104,148
$104,164
$ 3,524
83,095
97,760
3,307
100,698
81,385
2,753
38,884
38,273
1,295
41,995
42,928
1,452
163,181
154,523
5,228
$532,001
$519,033
$17,559
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$104,148
83,095
100,698
38,884
41,995
163,181
$532,001
2012
NT$
$ 309,524
242,297
317,697
110,748
128,196
478,075
$1,586,537
2013
NT$
US$ (Note 4)
$ 312,086
$10,558
276,789
9,364
275,708
9,327
112,621
3,810
126,645
4,284
435,836
14,744
$1,539,685
$52,087

38. INCOME TAX EXPENSE

  • a. Income tax recognized in profit or loss

The major components of tax expenses were as follows:

Current tax expense (benefit)
In respect of the current
period . . . . . . . . . . . . . . . .
In respect of the prior
period . . . . . . . . . . . . . . . .
Deferred tax expense . . . . . . . . . .
Income tax expense recognized
in profit or loss . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$ 47,413
$ 54,062
$1,829
264


47,677
54,062
1,829
82,270
65,207
2,206
$129,947
$119,269
$4,035
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$ 47,413
264
47,677
82,270
$129,947
2012
NT$
$132,691
3,970
136,661
135,770
$272,431
2013
NT$
US$ (Note 4)
$129,452
$ 4,379
(2,444)
(82)
127,008
4,297
252,181
8,531
$379,189
$12,828

F-158

A reconciliation of accounting income and income tax expense is as follows:

Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense at the 17% statutory rate . . . . . . . . . . . . . . . . . . . .
Tax effect of the net income of the OBU . . . . . . . . . . . . . . . . . . . . . . .
Tax effect of adjusting items:
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss carryforwards used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional income tax under the Alternative Minimum Tax Act . . . . .
Overseas branch income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense
Loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments for prior years’ tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense recognized in profit or loss . . . . . . . . . . . . . . . . . .
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$2,527,948
$ 450,977
(81,021)
(51,147)
(31,087)
(234,194)
62,744
16,419
132,691
81,786
53,953
31
3,970
$ 272,431
2013
NT$
US$ (Note 4)
$3,106,935
$105,106
$ 550,742
$ 18,631
(93,902)
(3,177)
(54,204)
(1,834)
120,100
4,063
(494,103)
(16,715)
79,627
2,694
21,192
717
129,452
4,379
371,164
12,556
(118,983)
(4,025)


(2,444)
(82)
$ 379,189
$ 12,828

b. Integrated income tax

Unappropriated earnings
Generated before
January 1, 1998 . . . . .
Generated after
January 1, 1998 . . . . .
Imputation credits
accounts . . . . . . . . . . . . . . .
January 1,
2012
September 30,
2012
September 30,
2012
December 31, 2012 September 30, 2013
NT$
$ —
2,228,393
NT$
$ —
2,110,989
$2,110,989
$ 8,029
NT$
US$ (Note 4)
$ —
$ —
2,405,786
81,387
$2,405,786
$81,387
$ 11,122
$ 376
NT$
US$ (Note 4)
$ —
$ —
2,569,566
86,927
$2,569,566
$86,927
$ 25,033
$ 847
$2,228,393
$ 23,184

The actual creditable ratios for the distribution of earnings of 2011 and 2012 were 10.02% and 8.25%, respectively.

For distribution of earnings generated after January 1, 1998, the ratio for the imputation credits allocated to shareholders of the Company was based on the balance of the ICA as of the date of dividend distribution.

According to legal interpretation No. 10204562810 announced on October 17, 2013 by the Taxation Administration of the Ministry of Finance on October 17, 2013, when calculating imputation credits in the year of first-time adoption of Taiwan-IFRSs, the cumulative retained earnings include the net increase or net decrease in retained earnings arising from first-time adoption of Taiwan-IFRSs.

F-159

c. Income tax assessment

The income tax returns of the Bank through 2010 had been assessed by the tax authorities. The income tax returns of Far Eastern Asset Management Co., Ltd., Far Eastern Property Insurance Agency Co., Ltd., Far Eastern Life Insurance Agency Co., Ltd., Far Eastern International Securities Company Ltd. and Far Eastern Insurance Brokerage Co., Ltd. through 2011 had been assessed by the tax authorities.

39. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share (EPS) was based on the net income attributable to the Bank’s shareholders; the numerators and denominators used in calculating basic and diluted earnings per share were as follows:

Basic EPS . . . . . . . . . . . . . . . . .
Diluted EPS . . . . . . . . . . . . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$0.30
$0.37
$0.01
$0.30
$0.36
$0.01
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$0.30
$0.37
$0.01
$0.30
$0.36
$0.01
Three Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$0.30
$0.37
$0.01
$0.30
$0.36
$0.01
Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$0.30
$0.30
2012
NT$
$0.96
$0.96
2013
NT$
US$ (Note 4)
$1.16
$0.04
$1.07
$0.04

The net income and weighted average number of ordinary shares outstanding for EPS calculation were as follows:

Net income for the period

Net income attributable to owners
of the Bank . . . . . . . . . . . . . . . .
Effect of dilutive potential
ordinary shares
Interest and valuation of
derivative on Euro
Convertible Bonds . . . . . .
Net income used in the
computation of diluted EPS . . .
Three Months Ended September 30 Three Months Ended September 30 Three Months Ended September 30 Three Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30
2012 2013 2012 2013
NT$
$705,788

$705,788
NT$
US$ (Note 4)
$873,166
$29,539
84,599
2,862
$957,765
$32,401
NT$
$2,255,517
NT$
US$ (Note 4)
$2,727,746
$92,278
82,909
2,805
$2,810,655
$95,083
$2,255,517

Weighted average number of ordinary shares outstanding (in thousand shares)

Weighted average number of ordinary shares in the
computation of basic EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive potential ordinary shares
Euro Convertible Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees’ bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average number of ordinary shares used in the
computation of diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three Months Ended
September 30
2012
2013
2,341,957
2,353,554

311,471
2,004
2,152
2,343,961
2,667,177
Nine Months Ended
September 30
Nine Months Ended
September 30
2012
2,341,957

2,004
2,343,961
2012
2,341,957

13,486
2,355,443
2013
2,353,554
269,257
14,247
2,637,058

F-160

The weighted average number of ordinary shares outstanding for EPS calculation was retroactively adjusted for the issuance of stock dividends. The basic and diluted after-tax EPS were adjusted retrospectively as follows:

After Adjustment After Adjustment Before Adjustment Before Adjustment
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 2012 September 30, 2012 September 30, 2012 September 30, 2012
NT$ US$ NT$ US$ NT$ US$ NT$ US$
(Note 4) (Note 4) (Note 4) (Note 4)
Basic EPS . . $0.30 $0.01 $0.96 $0.03 $0.32 $0.01 $1.00 $0.03
Diluted
EPS . . . . . $0.30 $0.01 $0.96 $0.03 $0.32 $0.01 $1.00 $0.03

Employees’ bonus for the current year should be considered in calculating the weighted-average number of shares outstanding used for calculating diluted EPS, and the number of bonus shares is estimated by dividing the entire amount of the bonus by the closing share price at the balance sheet date. The dilutive effect of the potential shares should be included in the calculation of diluted EPS until the shareholders resolve the number of shares to be distributed as employees’ bonus at their meeting in the following year.

40. RELATED-PARTY TRANSACTIONS

The Bank and its subsidiaries had business transactions with the following related parties:

Relationship with the Bank and Its Subsidiariesp with the Bank and Its Subsidiaries with the Bank and Its Subsidiaries

Related Party Relationship with the Bank and Its Subsidiariesp with the Bank and Its Subsidiaries with the Bank and Its Subsidiaries Yuan Long Stainless Steel Co., Ltd. Equity-method investee of Far Eastern Asset Management Co., Ltd. Far Eastern New Century Corp. Chairman is the vice-chairman of the Bank Ding Ding Integrated Marketing Service Co. Chairman is the vice-chairman of the Bank Asia Cement Corp. Chairman is the vice-chairman of the Bank Far Eastern Department Store Corp. Chairman is the vice-chairman of the Bank Yuan Ding Co., Ltd. Chairman is the vice-chairman of the Bank Far Eastern Geant Co., Ltd. Chairman is the vice-chairman of the Bank Bai Ding Investment Co. Chairman is the vice-chairman of the Bank Ding Ding Hotel Co., Ltd. Chairman is the vice-chairman of the Bank New Century InfoComm Tech Co., Ltd. Chairman is the vice-chairman of the Bank U-Ming Marine Transport Corp. Chairman is the vice-chairman of the Bank Yuan Ding Investment Co. Chairman is the vice-chairman of the Bank Bai Yang Investment Co. Director of the Board is the vice-chairman of the Bank Dah Chung Bills Finance Corp. Equity-method investee Oriental Securities Corp. (“Oriental”) The chairman of Oriental’s major shareholder is the vice-chairman of the Bank Far Eastern International Leasing Corp. (“FEIL”) The chairman of FEIL’s major shareholder is the vice-chairman of the Bank Everest Textile Co., Ltd. Chairman is a second-degree relative of the vice chairman of the Bank Far Eastern City Super Co., Ltd. Chairman is a second-degree relative of the vice chairman of the Bank Others The Bank’s supervisors, managers, chairman, vicechairman, or their second-degree relatives

F-161

The significant transactions and account balances with the above parties (in addition to those disclosed in other notes) are summarized as follows:

a. Loans to other banks

Related Party
Dah Chung Bills Finance Corp.
Three months ended September 30
2012 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nine months ended September 30
2012 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Highest
Balance in
Current
Period
$990,000
$ —
$ —
$990,000
$625,000
$ 21,143
Ending
Balance
$990,000
$ —
$ —
$990,000
$ —
$ —
Interest
Income
$1,018
$ —
$ —
$1,825
$ 808
$ 27
Interest Rates
0.50%-0.70%


0.50%-0.72%
0.40%-0.44%
0.40%-0.44%

b. Loans

Related Party Highest Balance
in Current
Period
Ending
Balance
N ormal Loans Nonperforming
Loans
Collateral Transactions
Terms
Different
from Those
for
Unrelated
Parties
NT$
$ 975
56,157
1,850,000
1,030,000
847,000
30,888
22,000
4,272

F-162

F-163 Category
Nine months ended
September 30, 2013
Consumer loan
Loans for residential
mortgage
Others
Related Party Highest Balance in
Current Period
Ending Balance Normal Loans Nonperforming
Loans
Collateral Transactions
Terms
Different
from Those
for
Unrelated
Parties
Three individuals
Thirteen individuals
Yuan Long Stainless Steel
Co., Ltd.
Asia Cement Corp.
Far Eastern International
Leasing Corp.
Far Eastern New Century
Corp.
Yuan Ding Co., Ltd.
Bai Yang Investment Co.
Yuan Ding Investment Co.
U-Ming Marine Transport
Corp.
Everest Textile Co., Ltd.
Bai Ding Investment Co.
Far Eastern Geant
Co., Ltd.
NT$
US$ (Note 4)
$ 1,332
$ 45
90,502
3,062
1,845,000
62,415
800,000
27,064
847,000
28,654
616,777
20,865
450,000
15,223
383,000
12,957
200,000
6,766
200,000
6,766
194,305
6,573
500,000
16,915
200,000
6,766
NT$
US$ (Note 4)
$ 1,110
$ 38
82,536
2,792
1,845,000
62,415
800,000
27,064
650,000
21,989
610,725
20,661
450,000
15,223
242,000
8,187
200,000
6,766
200,000
6,766
100,000
3,383




$5,181,371
$175,284
NT$
US$ (Note 4)
$ 1,110
$ 38
82,536
2,792
1,845,000
62,415
800,000
27,064
650,000
21,989
610,725
20,661
450,000
15,223
242,000
8,187
200,000
6,766
200,000
6,766
100,000
3,383




$5,181,371
$175,284
NT$ US$ (Note 4)
$—
$—
























$—
$—
Unsecured loan
Real estate
Real estate and
machinery
Listed and OTC
stock
Real estate
Machinery
Unquoted stock
Unquoted stock
Unquoted stock
Listed stock
Real estate
Listed, OTC and
unquoted stock
Real estate
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The terms of the loans were no superior to those for unrelated parties.

Three months ended September 30
2012 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nine months ended September 30
2012 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 NT$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Income
$13,413
$11,275
$ 381
$38,393
$31,417
$ 1,063
Interest Rates
1.03%-2.38%
1.08%-2.38%
1.08%-2.38%
1.03%-2.38%
1.08%-2.38%
1.08%-2.38%

c. Guarantees

Related Party
Nine months ended September 30, 2012
Everest Textile Co., Ltd. . . . . . . . . . . . . . .
Ding Ding Hotel Co., Ltd. . . . . . . . . . . . .
Yuan Long Stainless Steel Co., Ltd. . . . . .
Yuan Ding Co., Ltd. . . . . . . . . . . . . . . . . .
Far Eastern City Super Co., Ltd. . . . . . . .
Highest
Balance in
Current
Period
Ending
Balance
Reserve for
Guarantee
Obligations
Reserve for
Guarantee
Obligations
Interest Rates
0.60%-0.75%
0.50%
0.60%
0.50%
0.60%
Collateral
NT$
$307,200
41,000
60,000
14,000
3,000
NT$
$306,000
33,000
30,000
12,000
3,000
NT$
$1,530
165
150
60
15
$1,920
Real estate
Certificates of
deposit
Real estate and
machinery
Unquoted stock
Certificates of
deposit
$384,000
Related Party
Nine months ended
September 30, 2013
Yuan Long Stainless Steel
Co., Ltd. . . . . . . . . . . . . .
Ding Ding Hotel
Co., Ltd. . . . . . . . . . . . . .
Everest Textile Co., Ltd. . . .
Yuan Ding Co., Ltd. . . . . . .
Far Eastern City Super
Co., Ltd. . . . . . . . . . . . . .
Highest Balance in
Current Period
Ending Balance Ending Balance Reserve for Guarantee
Obligations
Interest Rates Collateral
NT$
US$
(Note 4)
$ 60,000 $ 2,030
43,000
1,455
311,676
10,544
11,000
372
3,000
101
NT$
$30,000
28,000
12,514
11,000
3,000
$84,514
US$
(Note 4)
$1,015
947
423
372
101
$2,858
NT$
US$
(Note 4)
$150
$ 5
140
5
63
2
55
2
15
1
$423
$15
0.60%
0.50%
0.75%
0.50%
0.60%
Real estate
and machinery
Certificates of
deposit
Real estate
Unquoted stock
Certificates of
deposit

F-164

d. Letters of credit issued

Everest Textile Co., Ltd. . . . . . . . . . .
Asia Cement Corp. . . . . . . . . . . . . . .
Far Eastern Geant Co., Ltd. . . . . . . . .
January 1,
2012
NT$
$ —


$ —
September 30,
2012
NT$
$ 3,362
7,116
612
$11,090
December 31, 2012
NT$
US$
(Note 4)
$ 3,864
$131
7,118
241


$10,982
$372
September 30, 2013
NT$
US$
(Note 4)
$15,434
$522




$15,434
$522

e. Securities transactions—buy and sell

Dah Chung Bills Finance
Corp.
Three months ended
September 30
2012 NT$ . . . . . . . . . .
2013 NT$ . . . . . . . . . .
US$ (Note 4) . . .
Nine months ended
September 30
2012 NT$ . . . . . . . . . .
2013 NT$ . . . . . . . . . .
US$ (Note 4) . . .
Held for Trading
Available-for-sale
Short Sales
Buy
Sell
Buy
Sell
Buy
Sell
$ — $150,000 $ — $— $ — $ 50,000
$ 800,000 $400,000 $ — $— $ — $100,000
$ 27,064 $ 13,532 $ — $— $ — $ 3,383
$ 500,000 $550,000 $100,000 $— $350,000 $250,000
$1,600,000 $800,000 $ 50,000 $— $100,000 $200,000
$ 54,127 $ 27,064 $ 1,691 $— $ 3,383 $ 6,766
Held for Trading
Available-for-sale
Short Sales
Buy
Sell
Buy
Sell
Buy
Sell
$ — $150,000 $ — $— $ — $ 50,000
$ 800,000 $400,000 $ — $— $ — $100,000
$ 27,064 $ 13,532 $ — $— $ — $ 3,383
$ 500,000 $550,000 $100,000 $— $350,000 $250,000
$1,600,000 $800,000 $ 50,000 $— $100,000 $200,000
$ 54,127 $ 27,064 $ 1,691 $— $ 3,383 $ 6,766
Held for Trading
Available-for-sale
Short Sales
Buy
Sell
Buy
Sell
Buy
Sell
$ — $150,000 $ — $— $ — $ 50,000
$ 800,000 $400,000 $ — $— $ — $100,000
$ 27,064 $ 13,532 $ — $— $ — $ 3,383
$ 500,000 $550,000 $100,000 $— $350,000 $250,000
$1,600,000 $800,000 $ 50,000 $— $100,000 $200,000
$ 54,127 $ 27,064 $ 1,691 $— $ 3,383 $ 6,766
Held for Trading
Available-for-sale
Short Sales
Buy
Sell
Buy
Sell
Buy
Sell
$ — $150,000 $ — $— $ — $ 50,000
$ 800,000 $400,000 $ — $— $ — $100,000
$ 27,064 $ 13,532 $ — $— $ — $ 3,383
$ 500,000 $550,000 $100,000 $— $350,000 $250,000
$1,600,000 $800,000 $ 50,000 $— $100,000 $200,000
$ 54,127 $ 27,064 $ 1,691 $— $ 3,383 $ 6,766
Held for Trading
Available-for-sale
Short Sales
Buy
Sell
Buy
Sell
Buy
Sell
$ — $150,000 $ — $— $ — $ 50,000
$ 800,000 $400,000 $ — $— $ — $100,000
$ 27,064 $ 13,532 $ — $— $ — $ 3,383
$ 500,000 $550,000 $100,000 $— $350,000 $250,000
$1,600,000 $800,000 $ 50,000 $— $100,000 $200,000
$ 54,127 $ 27,064 $ 1,691 $— $ 3,383 $ 6,766
Resale
Agreements
Bonds
Repurchase
Agreements
Bonds
$ 7,302,824
$ —
$ 1,858,772
$ 48,853
$ 62,881
$ 1,653
$15,826,414
$ —
$ 4,698,159
$248,683
$ 158,936
$ 8,413
Buy
$ —
Sell
$150,000
Buy
Sell
$ — $—
$ — $—
$ — $—
$100,000 $—
$ 50,000 $—
$ 1,691 $—
Buy
$ —
Sell
$ 50,000
$ 800,000 $400,000 $ — $100,000
$ 27,064 $ 13,532 $ — $ 3,383
$ 500,000 $550,000 $350,000 $250,000
$1,600,000 $800,000 $100,000 $200,000
$ 54,127 $ 27,064 $ 3,383 $ 6,766

F-165

f. Derivative financial instruments—convertible bond asset swap contracts

Dah Chung Bills Finance Corp. Dah Chung Bills Finance Corp. Dah Chung Bills Finance Corp. .
.
.
.
.
.
.
.
.
.
.
.
Contract
Period
Contract
Period
Contract
Period
Contract
Period
Nominal
Amount
Nominal
Amount
Valuation
Gain(Loss)
Valuation
Gain(Loss)
Balance Sheet Balance Sheet Balance Sheet Balance Sheet Balance Sheet
Account Balance
2011.01.07 -
2015.07.12
2011.01.14 -
2016.07.10
2011.01.14 -
2016.07.10
2011.01.07 -
2015.07.12
2011.01.14 -
2016.07.10
2011.01.14 -
2016.07.10
September 30, 2012
$345,000
275,000
9,303
345,000
275,000
9,303
$ (798)
3

(1,145)
1,276
43
December 31, 201
Financial liabilities at fair
value through profit or
loss
Financial assets at fair value
through profit or loss
Financial liabilities at fair
value through profit or
loss
Financial assets at fair value
through profit or loss
Financial liabilities at fair
value through profit or
loss
Financial liabilities at fair
value through profit or
loss
Financial assets at fair value
through profit or loss
Financial liabilities at fair
value through profit or
loss
Financial assets at fair value
through profit or loss
Financial liabilities at fair
value through profit or
loss
2
September 30, 20
$2,193
84
950
3
32
2,193
84
950
3
32
13
Three months ended
September 30
2012 NT$ . . . . . . . . . . . . .
2013 NT$ . . . . . . . . . . . . .
US$ (Note 4) . . . . . .
Nine months ended
September 30
2012 NT$ . . . . . . . . . . . . .
2013 NT$ . . . . . . . . . . . . .
US$ (Note 4) . . . . . .
g.
Deposits
January 1, 2012
Amount
Interest Rates
NT$
Deposits of
related
parties (each
account
balance did
not exceed
5% of total
deposits) . . $33,585,755
0%-6.37%
Interest expense . . . . . . . . . . .
Amount Interest Rates Amount Interest Ra tes A mount In terest Rates Amount I nterest Rates
NT$
$33,585,755
0%-6.37%
. . . . . . . .
NT$
$35,760,454
NT$
US$ (Note 4)
0%-6.37%
$37,954,383
$1,283,978
0%-6.36%
Nine Months Ended September 30
2012
NT$
$123,694
2013 2012
NT$
$348,926
2013
NT$
US$ (Note 4)
$301,938
$10,214

F-166

h. Operating expenses

Rental—Yuan Ding
Co., Ltd. . . . . . . . . . . . . . . .
Rental—Far Eastern Geant
Co., Ltd. . . . . . . . . . . . . . . .
Telecommunication—New
Century InfoComm Tech
Co., Ltd. . . . . . . . . . . . . . . .
Service fee for stock affairs—
Oriental Securities Corp. . .
Advertising expense—Ding
Ding Integrated Marketing
Service Co. . . . . . . . . . . . . .
Advertising expense—Far
Eastern Department Store
Corp. . . . . . . . . . . . . . . . . . .
Advertising expense—Ding
Ding Hotel Co., Ltd. . . . . .
Three Months Ended September 30 Three Months Ended September 30 Three Months Ended September 30 Three Months Ended September 30 Three Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30
2012 2013 2012 2013
Amount % to
Total
Amount % to
Total
Amount % to
Total
Amount % to
Total
NT$
$22,068
1,794
12,376
2,032
29,732
4,790
2,678
2

1

2


5
NT$
$18,442
1,773
11,721
2,007
26,576
7,398
3,197
$71,114
US$
(Note 4)
$ 624
60
397
68
899
250
108
$2,406
1

1

2
1

5
NT$
$ 66,101
3,783
36,752
5,972
107,845
59,194
8,387
2

1

3
1

7
NT$
$ 54,259
5,259
34,040
5,984
143,459
22,323
10,110
$275,434
US$
(Note 4)
$1,836
178
1,152
202
4,853
755
342
$9,318
1

1

3
1

6
$75,470 $288,034

The Bank and its subsidiaries rented part of their office premises from Yuan Ding Co., Ltd., Far Eastern Geant Co., Ltd. The lease agreements were entered between both parties and the rents are paid on a monthly basis.

i. Disposal of buildings and land held for sale

In June 2012, Far Eastern Asset Management Co., Ltd. sold buildings and land held for sale, with book value of NT$278,000 thousand, to Far Eastern Resources Development Co., Ltd. for NT$278,131 thousand. Far Eastern Asset Management Co., Ltd. recognized a loss of NT$1,945 thousand after deducting the land value increment tax of NT$2,076 thousand.

  • j. Compensation of key management personnel
Short-term employee
benefits . . . . . . . . . . . . . . . .
Post-employment benefits . . . .
Three Months Ended September 30
2012
2013
NT$
NT$
US$
(Note 4)
$29,842
$32,811
$1,110
439
528
18
$30,281
$33,339
$1,128
Three Months Ended September 30
2012
2013
NT$
NT$
US$
(Note 4)
$29,842
$32,811
$1,110
439
528
18
$30,281
$33,339
$1,128
Three Months Ended September 30
2012
2013
NT$
NT$
US$
(Note 4)
$29,842
$32,811
$1,110
439
528
18
$30,281
$33,339
$1,128
Nine Months Ended September 30 Nine Months Ended September 30
2012
NT$
$29,842
439
$30,281
2012
NT$
$91,527
1,316
$92,843
2013
NT$
US$
(Note 4)
$104,538
$3,536
1,557
53
$106,095
$3,589

The compensation of managers was determined by reference to a comprehensive consideration of the market level of payments in banking industry, personal performance, the Bank’s long-term operating performance and future operational risk, etc. The remuneration committee evaluated the reasonableness of the compensation of management, and made recommendations to the Board of Directors.

F-167

41. PLEDGED ASSETS

Due from the Central Bank
and other banks—
certificates of deposit . . . . .
Available-for-sale financial
assets—government
bonds . . . . . . . . . . . . . . . . . .
January 1,
2012
NT$
$2,500,000
671,100
$3,171,100
September 30,
2012
NT$
$3,000,000
2,648,300
$5,648,300
December 31, 2012
NT$
US$
(Note 4)
$3,000,000
$101,488
2,647,600
89,567
$5,647,600
$191,055
September 30, 2013
NT$
$3,000,000
2,647,600
$5,647,600
NT$
$4,000,000
2,626,400
$6,626,400
US$
(Note 4)
$135,318
88,850
$224,168

The certificates of deposit issued by the Central Bank have been pledged as collaterals to back the extension of intraday credit in the Central Bank’s real-time gross settlement system. The balance of intraday credit and the amount of collateral may be varied at any time. The terms of government bonds had been provided as the reserve for compensation of Trust Department as well as security bond for provisional seizures of the debtors’ properties.

42. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those mentioned in Note 46, the Bank and its subsidiaries’ contingency liabilities and commitments resulting from operating activities as of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013 are summarized as follows:

a. Operating leases

The maturity analysis of rental payments under non-cancellable operating leases was as follows:

Within one year . . . . . . .
After one year but within
five years . . . . . . . . . .
After five years . . . . . . .
January 1,
2012
NT$
$ 333,389
799,907
66,678
$1,199,974
September 30,
2012
NT$
$ 317,387
712,075
100,147
$1,129,609
December 31, 2012
NT$
US$ (Note 4)
$ 308,276
$10,429
621,932
21,040
119,872
4,055
$1,050,080
$35,524
September 30, 2013
NT$
US$ (Note 4)
$ 340,445
$11,517
667,047
22,566
117,190
3,964
$1,124,682
$38,047

F-168

b. Balance sheets and income statements of trust accounts and trust assets lists were as follows:

Balance Sheets of Trust Accounts

Assets
Deposits in banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable securities in custody . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable securities in custody payable . . . . . . . . . . . . . . . . . . . . . . .
Trust capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserve and earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30 September 30 September 30
2012
NT$
$ 3,676,453
12,912
6,121
38,410,328
4,706,026
262,242
2,163,289
190,504
$49,427,875
$ 13,142
84
2,163,289
46,386,301
865,059
$49,427,875
2013
NT$
$ 6,306,036
14,694
16,940
39,961,810
5,598,158
323,025
2,196,648
278,316
$54,695,627
$ 3,340
108
2,196,648
51,255,660
1,239,871
$54,695,627
US$
(Note 4)
$ 213,330
497
573
1,351,888
189,383
10,928
74,312
9,415
$1,850,326
$ 113
4
74,312
1,733,953
41,944
$1,850,326

F-169

Income Statements of Trust Accounts

Trust revenue
Interest . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . .
Realized investment gain . . .
Unrealized investment
gain . . . . . . . . . . . . . . . . . .
Revenue from stock
lending . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . .
Trust expenses
Management . . . . . . . . . . . . .
Supervision . . . . . . . . . . . . . .
Service charges . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . .
Service fee for stock
affairs . . . . . . . . . . . . . . . .
Service fee for stock
lending . . . . . . . . . . . . . . . .
Realized investment loss . . . .
Unrealized investment
loss . . . . . . . . . . . . . . . . . .
Income before tax . . . . . . . . . . . . .
Income tax . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . .
Investment Portfolio
Deposits in banks . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . .
Prepayment . . . . . . . . . . . . . . . . . . .
Funds . . . . . . . . . . . . . . . . . . . . . . . .
Common stocks . . . . . . . . . . . . . . . .
Real estate, net
Land . . . . . . . . . . . . . . . . . . . . .
Building . . . . . . . . . . . . . . . . . .
Construction in progress . . . . .
Marketable securities in custody . . .
Others . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . .
Three Months Ended September 30
Nine Months Ended September 30
2012
2013
2012
2013
NT$
NT$
US$ (Note 4)
NT$
NT$
US$ (Note 4)
$ 6,654
$ 9,560
$ 323
$ 19,101
$ 26,682
$ 903
444,765
509,935
17,251
906,857
1,108,466
37,499




69,766
2,360
258,545
113,384
3,836

288,478
9,759
443
298
10
1,990
2,505
85
54
179
6



710,461
633,356
21.426
927,948
1,495,897
50,606
7,122
6,234
211
19,569
27,197
920

6


18
1
197
633
21
357
2,768
94



165
125
4
7
5

33
42
1
2
1

10
13

93,775
48,337
1,635
406,590





207,186


101,103
55,216
1,867
633,910
30,163
1,020
609,358
578,140
19,559
294,038
1,465,734
49,586
499
572
19
1,479
1,681
57
$608,859
$577,568
$19,540
$292,559
$1,464,053
$49,529
Trust Asset Lists
September 30
2012
2013
NT$
NT$
US$
(Note 4)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,676,453
$ 6,306,036
$ 213,330
. . . . . . . . . . . . . . . . . . . . . . . . . . .
12,912
14,694
497
. . . . . . . . . . . . . . . . . . . . . . . . . . .
6,121
16,940
573
. . . . . . . . . . . . . . . . . . . . . . . . . . .
38,410,328
39,961,810
1,351,888
. . . . . . . . . . . . . . . . . . . . . . . . . . .
4,706,026
5,598,158
189,383
. . . . . . . . . . . . . . . . . . . . . . . . . . .
109,235
145,936
4,937
. . . . . . . . . . . . . . . . . . . . . . . . . . .
21,346
45,428
1,537
. . . . . . . . . . . . . . . . . . . . . . . . . . .
131,661
131,661
4,454
. . . . . . . . . . . . . . . . . . . . . . . . . . .
2,163,289
2,196,648
74,312
. . . . . . . . . . . . . . . . . . . . . . . . . . .
190,504
278,316
9,415
. . . . . . . . . . . . . . . . . . . . . . . . . . .
$49,427,875
$54,695,627
$1,850,326
Three Months Ended September 30
Nine Months Ended September 30
2012
2013
2012
2013
NT$
NT$
US$ (Note 4)
NT$
NT$
US$ (Note 4)
$ 6,654
$ 9,560
$ 323
$ 19,101
$ 26,682
$ 903
444,765
509,935
17,251
906,857
1,108,466
37,499




69,766
2,360
258,545
113,384
3,836

288,478
9,759
443
298
10
1,990
2,505
85
54
179
6



710,461
633,356
21.426
927,948
1,495,897
50,606
7,122
6,234
211
19,569
27,197
920

6


18
1
197
633
21
357
2,768
94



165
125
4
7
5

33
42
1
2
1

10
13

93,775
48,337
1,635
406,590





207,186


101,103
55,216
1,867
633,910
30,163
1,020
609,358
578,140
19,559
294,038
1,465,734
49,586
499
572
19
1,479
1,681
57
$608,859
$577,568
$19,540
$292,559
$1,464,053
$49,529
Trust Asset Lists
September 30
2012
2013
NT$
NT$
US$
(Note 4)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,676,453
$ 6,306,036
$ 213,330
. . . . . . . . . . . . . . . . . . . . . . . . . . .
12,912
14,694
497
. . . . . . . . . . . . . . . . . . . . . . . . . . .
6,121
16,940
573
. . . . . . . . . . . . . . . . . . . . . . . . . . .
38,410,328
39,961,810
1,351,888
. . . . . . . . . . . . . . . . . . . . . . . . . . .
4,706,026
5,598,158
189,383
. . . . . . . . . . . . . . . . . . . . . . . . . . .
109,235
145,936
4,937
. . . . . . . . . . . . . . . . . . . . . . . . . . .
21,346
45,428
1,537
. . . . . . . . . . . . . . . . . . . . . . . . . . .
131,661
131,661
4,454
. . . . . . . . . . . . . . . . . . . . . . . . . . .
2,163,289
2,196,648
74,312
. . . . . . . . . . . . . . . . . . . . . . . . . . .
190,504
278,316
9,415
. . . . . . . . . . . . . . . . . . . . . . . . . . .
$49,427,875
$54,695,627
$1,850,326
Nine Months Ended September 30 Nine Months Ended September 30 Nine Months Ended September 30
2012
2013
NT$
NT$
US$ (Note 4)
$ 19,101
$ 26,682
$ 903
906,857
1,108,466
37,499

69,766
2,360

288,478
9,759
1,990
2,505
85



927,948
1,495,897
50,606
19,569
27,197
920

18
1
357
2,768
94
165
125
4
33
42
1
10
13

406,590


207,186


633,910
30,163
1,020
294,038
1,465,734
49,586
1,479
1,681
57
$292,559
$1,464,053
$49,529
September 30
2013
2013
NT$
$ 6,306,036
14,694
16,940
39,961,810
5,598,158
145,936
45,428
131,661
2,196,648
278,316
$54,695,627
US$
(Note 4)
$ 213,330
497
573
1,351,888
189,383
4,937
1,537
4,454
74,312
9,415
$1,850,326

F-170

As of September 30, 2012 and 2013, funds amounting to NT$688,821 thousand and NT$894,093 thousand (approximately US$30,247 thousand), respectively, consisted of investments in overseas securities through Nondiscretionary Pecuniary Trust of the OBU, were recognized in the OBU’s books.

43. SIGNIFICANT LOSSES FROM DISASTER

None.

F-171

44. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant financial assets and liabilities denominated in foreign currencies were as follows:

F-172 Financial asset January 1, 2012 September 30, 2012 December 31, 2012 September 30, 2013
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$1,243,414
29.342
$36,484,251
2,335,196
3.784
8,836,382
149,866
4.67
699,876
42,529
30.66
1,303,936
17,583
37.94
667,100
1,178,190
0.3782
445,591
247
23.96
5,914
377
47.64
17,944
69
29.96
2,081



5,420
29.342
159,022
1,875,189
29.342
55,021,810
518,305
4.67
2,420,484
354,384
3.784
1,340,988
61,758
30.66
1,893,493
4,809,573
0.3782
1,818,981
29,146
37.94
1,105,802
5,931
47.64
282,575
8,579
24.47
209,928
2,444
29.96
73,229
154
31.36
4,822
362
23.96
8,669
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
U.S. Dollars
(Note 4)
$1,270,092
29.136
$37,005,170
$1,251,866
2,153,765
3.759
8,096,003
273,884
226,826
4.678
1,061,095
35,896
42,597
30.27
1,289,420
43,620
16,212
38.61
625,936
21,175
1,583,772
0.3375
534,523
18,083
783
23.83
18,659
631
259
46.95
12,144
411
65
29.30
1,909
65
706
3.431
2,422
82




1,721,852
29.136
50,167,884
1,697,154
477,941
4.678
2,235,810
75,636
679,135
3.759
2,552,870
86,362
67,537
30.27
2,044,353
69,159
5,527,286
0.3375
1,865,459
63,108
24,726
38.61
954,664
32,296
5,013
46.95
235,339
7,961
8,795
23.94
210,541
7,122
2,567
29.30
75,222
2,545
205
31.94
6,556
222
722
23.83
17,203
582
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
U.S. Dollars
(Note 4)
$1,360,003
29.67
$40,351,287
$1,365,064
1,344,027
3.826
5,142,248
173,960
339,836
4.847
1,647,183
55,723
41,891
27.63
1,157,440
39,156
14,690
40.06
588,462
19,907
1,861,917
0.303
564,161
19,085
10,373
23.62
245,004
8,288
118
47.88
5,640
191
131
28.78
3,777
128








1,836,696
29.67
54,494,760
1,843,530
498,768
4.847
2,417,528
81,784
617,525
3.826
2,362,652
79,927
70,817
27.63
1,956,673
66,193
4,750,398
0.303
1,439,371
48,693
28,826
40.06
1,154,753
39,065
5,068
47.88
242,645
8,209
8,041
24.55
197,407
6,678
3,878
28.78
111,595
3,775
2,240
32.76
73,379
2,482
1,165
23.62
27,526
931

45. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

On October 16, 2013, a special shareholders’ meeting approved the proposal of raising capital by issuing new shares through public offering or issuing new shares to sponsor overseas Global Depository Receipts offering, with size up to NT$5,000,000 thousand (approximately US$169,147 thousand). On the same date, the Board of Directors resolved on capital raising through the issuance of Global Depository Receipts.

46. FINANCIAL INSTRUMENTS

a. Fair values of financial instruments were as follows:

Financial assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . .
Due from the Central Bank and other banks . . . .
Financial assets at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial assets for hedging . . . . . . . .
Securities purchased under resale agreements . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . . . . . . . . .
Available-for-sale financial assets . . . . . . . . . . .
Held-to-maturity financial assets . . . . . . . . . . . .
Debt investments with no active market . . . . . . .
Financial assets measured at cost . . . . . . . . . . . .
Other financial assets, net . . . . . . . . . . . . . . . . . .
Financial liabilities
Due to the Central Bank and other banks . . . . . .
Financial liabilities at fair value through profit
or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities for hedging . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . .
Bank debentures (applying hedge
accounting) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures (not applying hedge
accounting) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . .
**January ** 1, 2012
Fair Value
NT$
$ 6,002,314
86,739,190
13,806,866
252,233
850,505
21,950,813
269,460,381
14,945,412
3,871,314
9,293,780
103,846
2,530,909
11,785,731
4,384,840
13,093
4,495,320
369,998,562
4,839,140
15,391,140
2,211,286
September 30, 2012 September 30, 2012
Carrying
Amount
NT$
$ 6,002,314
86,739,190
13,806,866
252,233
850,505
21,950,813
269,460,381
14,945,412
3,927,905
9,293,780
103,846
2,530,904
11,785,731
4,384,840
13,093
4,495,320
369,998,562
4,839,140
15,391,140
2,211,286
Carrying
Amount
NT$
$ 5,817,166
81,359,053
16,726,462
199,464
16,096,724
19,968,264
280,051,291
11,433,334
1,942,472
11,938,829
101,379
2,747,838
15,327,277
4,874,929
10,521
6,103,555
377,866,960
4,788,943
18,305,600
2,007,647
Fair Value
NT$
$ 5,817,166
81,359,053
16,726,462
199,464
16,096,724
19,968,264
280,051,291
11,433,334
1,950,560
11,938,829
101,379
2,747,874
15,327,277
4,874,929
10,521
6,103,555
377,866,960
4,788,943
18,305,600
2,007,647

F-173

Financial assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .
Due from the Central Bank and other banks . . . . . .
Financial assets at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial assets for hedging . . . . . . . . . .
Securities purchased under resale agreements . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . . . . . . . . . . .
Available-for-sale financial assets . . . . . . . . . . . . .
Held-to-maturity financial assets . . . . . . . . . . . . . .
Debt investments with no active market . . . . . . . . .
Financial assets measured at cost . . . . . . . . . . . . . .
Other financial assets, net . . . . . . . . . . . . . . . . . . . .
Financial liabilities
Due to the Central Bank and other banks . . . . . . . .
Financial liabilities at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities for hedging . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . .
Bank debentures (applying hedge accounting) . . . .
Bank debentures (not applying hedge
accounting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . .
Financial assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .
Due from the Central Bank and other banks . . . . . .
Financial assets at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial assets for hedging . . . . . . . . . .
Securities purchased under resale agreements . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 December 31, 2012
Carrying Amount
Fair Value
NT$
US$
(Note 4)
NT$
US$
(Note 4)
$ 5,596,551
$ 189,329
$ 5,596,551
$ 189,329
82,818,608
2,801,712
82,818,608
2,801,712
16,110,835
545,022
16,110,835
545,022
180,242
6,097
180,242
6,097
23,741,992
803,180
23,741,992
803,180
20,781,182
703,017
20,781,182
703,017
280,219,426
9,479,683
280,219,426
9,479,683
11,865,864
401,416
11,865,864
401,416
2,224,301
75,247
2,235,526
75,627
10,713,828
362,443
10,713,828
362,443
101,379
3,430
101,379
3,430
2,958,132
100,072
2,958,163
100,073
11,674,958
394,958
11,674,958
394,958
3,745,032
126,693
3,745,032
126,693
12,819
434
12,819
434
5,560,371
188,105
5,560,371
188,105
391,933,266
13,258,906
391,933,266
13,258,906
4,767,423
161,279
4,767,423
161,279
18,304,700
619,239
18,304,700
619,239
1,908,070
64,549
1,908,070
64,549
September 30, 2013
Fair Value
Carrying Amount
NT$
US$
(Note 4)
$ 4,488,898
$ 151,857
79,374,297
2,685,193
18,635,068
630,415
120,853
4,088
11,003,406
372,240
21,604,064
730,855
316,949,779
10,722,252
Fair Value
NT$
US$
(Note 4)
$ 4,488,898
$ 151,857
79,374,297
2,685,193
18,635,068
630,415
120,853
4,088
11,003,406
372,240
21,604,064
730,855
316,949,779
10,722,252

(Continued)

F-174

September 30, 2013

Available-for-sale financial assets . . . . . . . . . . . . .
Held-to-maturity financial assets . . . . . . . . . . . . . .
Debt investments with no active market . . . . . . . . .
Financial assets measured at cost . . . . . . . . . . . . . .
Other financial assets, net . . . . . . . . . . . . . . . . . . . .
Financial liabilities
Due to the Central Bank and other banks . . . . . . . .
Financial liabilities at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities for hedging . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . .
Bank debentures (applying hedge accounting) . . . .
Bank debentures (not applying hedge
accounting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . .
Carrying Amount
NT$
US$
(Note 4)
$ 16,639,829
$ 562,917
2,647,545
89,566
8,637,624
292,206
101,379
3,430
3,094,975
104,701
25,027,428
846,665
5,708,838
193,127
10,320
349
11,477,111
388,265
392,644,362
13,282,962
4,710,533
159,355
20,345,105
688,265
1,486,065
50,273
Fair Value
NT$
US$
(Note 4)
$ 16,639,829
$ 562,917
2,662,597
90,074
8,637,624
292,206
101,379
3,430
3,094,937
104,700
25,027,428
846,665
5,708,838
193,127
10,320
349
11,477,111
388,265
392,644,362
13,282,962
4,710,533
159,355
20,345,105
688,265
1,486,065
50,273

(Concluded)

  • b. Methods and assumptions used to estimate the fair values of financial instruments were as follows:

  • 1) The carrying amounts of the following short-term financial instruments approximate their fair value because of their short maturities: Cash and cash equivalents; due from the Central Bank and other banks; securities purchased under resale agreements; receivables, net; due to the Central Bank and other banks; payables; and securities sold under repurchase agreements.

  • 2) The fair values of financial instruments at fair value through profit or loss, derivative financial instruments for hedging, available-for-sale financial assets and held-to-maturity financial assets are based on their quoted prices in an active market. For those instruments with no quoted market prices, their fair values are determined using valuation techniques incorporating estimates and assumptions consistent with those generally used by other market participants to price financial instruments. Fair values of derivative financial instruments are estimated on the basis of quotations from the pricing system of Reuters.

  • 3) Discounts and loans, deposits, bank debentures and principal of structured notes are interestearning assets or interest-bearing liabilities. Their carrying amounts approximate their fair values. The fair values of nonaccrual loans and acquired receivables are based on their carrying amounts, net of allowance for possible losses.

  • 4) Financial assets measured at cost are investments in unquoted stocks, which have no quoted prices in an active market. Thus, no fair value of these assets is presented.

  • 5) On financial assets (excluding financial assets measured at cost) and liabilities other than those listed above are valued by using their estimated future cash flows as their carrying amounts. Thus, the carrying amounts of these assets and liabilities represent their fair value.

  • c. The definition of three levels of financial instruments at fair value

  • 1) Level 1 inputs are observable inputs that reflect quoted prices for identical financial instruments in an active market. A market is active if it has these characteristics: Products

F-175

traded in the market are homogeneous; willing buyers and sellers can be found immediately and the price information is publicly available. Listed and OTC stocks, beneficiary certificates, central government bonds, domestic convertible bonds, treasury security and derivative instruments with quoted prices in active markets are categorized into Level 1.

  • 2) Level 2 inputs are observable inputs other than quoted prices for identical assets or liabilities in active markets, including direct inputs (such as market prices) or indirect inputs (such as prices derived from market prices). Commercial papers, negotiable certificates of deposit, foreign convertible bonds and most derivative instruments at fair value are categorized into Level 2.

  • 3) Level 3 inputs are unobservable items such as inputs derived through extrapolation or interpolation and thus cannot be corroborated by observable market data. Some derivative instruments are categorized into Level 3.

  • d. The fair value hierarchy of financial instruments was as follows:

Financial Instruments
Nonderivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . .
Listed and OTC stocks . . . . . . . . . . . . . . . . . .
Beneficiary certificates . . . . . . . . . . . . . . . . . .
Financial assets designated as at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . .
Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . .
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments held for hedging . . . . . . . . . . . . .
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments held for hedging . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012 January 1, 2012 Level 3
NT$
$ —






48,097

(107,369)

$ (59,272)
Total
NT$
$ 1,722,733
36,819
57,286
10,656,510
14,044,274
901,138
(953,357)
1,333,518
252,233
(3,431,483)
(13,093)
$24,606,578
Level 1
NT$
$ 1,722,733
36,819
57,286
10,648,263
14,044,274
901,138
(953,357)




$26,457,156
Level 2
NT$
$ —


8,247



1,285,421
252,233
(3,324,114)
(13,093)
$(1,791,306)

F-176

September 30, 2012
Financial Instruments
Total
Level 1
Level 2
NT$
NT$
NT$
Nonderivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . .
$ 1,740,978
$ 1,740,978
$ —
Listed and OTC stocks . . . . . . . . . . . . . . . . . . .
81,258
81,258

Beneficiary certificates . . . . . . . . . . . . . . . . . . .
82,828
82,828

Financial assets designated as at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,061,096
13,052,672
8,424
Available-for-sale
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . .
10,371,277
10,371,277

Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . .
1,062,057
1,062,057

Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(951,784)
(951,784)

Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,760,302

1,622,684
Derivative instruments held for hedging . . . . . . . . . . . . .
199,464

199,464
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,923,145)

(3,839,573)
Derivative instruments held for hedging . . . . . . . . . . . . .
(10,521)

(10,521)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$23,473,810
$25,439,286
$(2,019,522)
December 31, 2012
Financial Instruments
Total
Level 1
Level 2
NT$
NT$
NT$
Nonderivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,334,349
$ 1,334,349
$ —
Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . . .
130,962
130,962

Beneficiary certificates . . . . . . . . . . . . . . . . . . . . . . .
107,521
107,521

Financial assets designated as at fair value through profit
or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,679,558
11,658,981
20,577
Available-for-sale
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,355,436
10,355,436

Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
807,991
807,991
September 30, 2012 September 30, 2012 September 30, 2012 Level 3
NT$
$ —






137,618

(83,572)

$ 54,046
Level 3
NT$
$—




Level 1
Level 2
NT$
NT$
$ 1,740,978
$ —
81,258

82,828

13,052,672
8,424
10,371,277

1,062,057

(951,784)


1,622,684

199,464

(3,839,573)

(10,521)
$25,439,286
$(2,019,522)
December 31, 2012
Total
NT$
$ 1,334,349
130,962
107,521
11,679,558
10,355,436
807,991
Level 1
NT$
$ 1,334,349
130,962
107,521
11,658,981
10,355,436
807,991
Level 2
NT$
$ —


20,577

(Continued)

F-177

December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012 December 31, 2012
Financial Instruments Total Level 1 Level 2 Level 3
NT$ NT$ NT$ NT$
Negotiable certificates of deposit . . . . . . . . . . . . . . . $ 452,394 $ $ 452,394 $
Commercial papers . . . . . . . . . . . . . . . . . . . . . . . . . . 250,043 250,043
Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,858,445 2,680,152 178,293
Derivative instruments held for hedging . . . . . . . . . . . . . 180,242 180,242
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,745,032) (3,677,723) (67,309)
Derivative instruments held for hedging . . . . . . . . . . . . . (12,819) (12,819)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24,399,090 $24,395,240 $ (107,134) $110,984
(Concluded)
December 31, 2012
Financial Instruments Total Level 1 Level 2 Level 3
US$ US$ US$ US$
(Note 4) (Note 4) (Note 4) (Note 4)
Nonderivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,140 $ 45,140 $ $
Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . . . . . 4,430 4,430
Beneficiary certificates . . . . . . . . . . . . . . . . . . . . . . . . . 3,637 3,637
Financial assets designated as at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 395,114 394,418 696
Available-for-sale
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,319 350,319
Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,334 27,334
Negotiable certificates of deposit . . . . . . . . . . . . . . . . . . . . . 15,304 15,304
Commercial papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,459 8,459
Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,701 90,668 6,033
Derivative instruments held for hedging . . . . . . . . . . . . . . . . . . . . 6,097 6,097
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (126,693) (124,416) (2,277)
Derivative instruments held for hedging . . . . . . . . . . . . . . . . . . . . (434) (434)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 825,408 $825,278 $ (3,626) $ 3,756

F-178

September 30, 2013
Financial Instruments
Total
Level 1
Level 2
NT$
NT$
NT$
Nonderivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . .
$ 2,921,134
$ 2,921,134
$ —
Listed and OTC stocks . . . . . . . . . . . . . . . . . .
344,935
344,935

Beneficiary certificates . . . . . . . . . . . . . . . . . .
189,114
189,114

Financial assets designated as at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,054,313
12,045,529
8,784
Available-for-sale
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . .
14,380,514
14,380,514

Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . .
1,109,356
1,109,356

Commercial papers . . . . . . . . . . . . . . . . . . . . . . . . .
479,835

479,835
Foreign bank debentures . . . . . . . . . . . . . . . . . . . . .
470,286
470,286

Treasury security . . . . . . . . . . . . . . . . . . . . . . . . . . .
199,838
199,838

Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,125,572

3,026,917
Derivative instruments held for hedging . . . . . . . . . . . . .
120,853

120,853
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,708,838)

(5,248,873)
Derivative instruments held for hedging . . . . . . . . . . . . .
(10,320)

(10,320)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$29,676,592
$31,660,706
$(1,622,804)
September 30, 2013
Financial Instruments
Total
Level 1
Level 2
US$
(Note 4)
US$
(Note 4)
US$
(Note 4)
Nonderivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 98,821
$ 98,821
$ —
Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,669
11,669

Beneficiary certificates . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,398
6,398

Financial assets designated as at fair value through profit or
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
407,791
407,494
297
Available-for-sale
Government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
486,486
486,486

Listed and OTC stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,529
37,529

Commercial papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,233

16,233
Foreign bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,909
15,909

Treasury security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,760
6,760
September 30, 2013 September 30, 2013 September 30, 2013 Level 3
NT$
$ —








98,655

(459,965)

$(361,310)
Level 3
US$
(Note 4)
$—







Level 1
Level 2
NT$
NT$
$ 2,921,134
$ —
344,935

189,114

12,045,529
8,784
14,380,514

1,109,356


479,835
470,286

199,838


3,026,917

120,853

(5,248,873)

(10,320)
$31,660,706
$(1,622,804)
September 30, 2013
Total
US$
(Note 4)
$ 98,821
11,669
6,398
407,791
486,486
37,529
16,233
15,909
6,760
Level 1
US$
(Note 4)
$ 98,821
11,669
6,398
407,494
486,486
37,529

15,909
6,760
Level 2
US$
(Note 4)
$ —


297


16,233

(Continued)

F-179

Financial Instruments
Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments held for hedging . . . . . . . . . . . . . . . . .
Liabilities
Financial liabilities at fair value through profit or loss
Held for trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments held for hedging . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 September 30, 2013
Total
US$
(Note 4)
$ 105,736
4,088
(193,127)
(349)
$1,003,944
Level 1
US$
(Note 4)
$ —



$1,071,066
Level 2
US$
(Note 4)
$ 102,399
4,088
(177,567)
(349)
$ (54,899)
Level 3
US$
(Note 4)
$ 3,337

(15,560)
$(12,223)

(Concluded)

Movement of Level 3 financial assets:

Item
Financial assets at fair value through profit or loss
Held for trading-derivative financial
instruments . . . . . . . . . . . . . . . . . . . . . . . . . .
Item
Financial assets at fair value through profit or loss
Held for trading-derivative financial
instruments . . . . . . . . . . . . . . . . . . . . . . . . .
. . September 30, 2012 September 30, 2012 September 30, 2012 September 30, 2012 September 30, 2012
Beginning
Balance
Valuation Increase in the
Current Period
Decrease in the
Current Period
Ending
Balance
Purchase
or Issue
Transfer-in Sale,
Disposition or
Settlement
Transfer-out
from Level 3
NT$
$48,097
NT$
$89,521
NT$
NT$
NT$
$—
$—
$—
September 30, 2013
NT$
$—
NT$
$137,618
Beginning
Balance
Valuation Increase in the
Current Period
Decrease in the
Current Period
Ending
Balance
NT$
$98,655
Purchase
or Issue
Transfer-in Sale,
Disposition or
Settlement
Transfer-out
from Level 3
NT$
$178,293
NT$
$(79,638)
NT$
$—
NT$
$—
NT$
$—
NT$
$—
Item
Financial assets at fair value through profit or loss
Held for trading-derivative financial
instruments . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 September 30, 2013 September 30, 2013 September 30, 2013
Beginning
Balance
Valuation Increase in the
Current Period
Decrease in the
Current Period
Ending
Balance
US$
(Note 4)
$3,337
Purchase
or Issue
Transfer-in Sale,
Disposition or
Settlement
Transfer-out
from Level 3
US$
(Note 4)
$6,033
US$
(Note 4)
$(2,696)
US$
(Note 4)
$—
US$
(Note 4)
$—
US$
(Note 4)
$—
US$
(Note 4)
$—

F-180

Movement of Level 3 financial liabilities:

Item
Financial liabilities at fair value through
profit or loss
Held for trading-derivative financial
instruments . . . . . . . . . . . . . . . . .
Item
Financial liabilities at fair value through
profit or loss
Held for trading-derivative
financial instruments . . . . . . . . .
Item
Financial liabilities at fair value through
profit or loss
Held for trading-derivative financial
instruments . . . . . . . . . . . . . . . . . .
Beginning
Balance
NT$
$107,369
Beginning
Balance
NT$
$107,369
September 30, 2012 September 30, 2012 September 30, 2012 September 30, 2012 September 30, 2012
Valuation
NT$
$(23,797)
Increase in the
Current Period
Decrease in the
Current Period
Purchase or
Issue
Transfer-in
Sale,
Disposition or
Settlement
Transfer-out
from Level 3
NT$
NT$
NT$
NT$
$—
$—
$—
$—
September 30, 2013
Ending
Balance
NT$
$83,572
Beginning
Balance
Valuation
Increase in the
Current Period
Decrease in the
Current Period
Purchase or
Issue
Transfer-in
Sale,
Disposition or
Settlement
Transfer-out
from Level 3
NT$
NT$
NT$
NT$
NT$
NT$
$67,309
$(40,681)
$433,337
$—
$—
$—
September 30, 2013
Beginning
Balance
Valuation
Increase in the
Current Period
Decrease in the
Current Period
Purchase or
Issue
Transfer-in
Sale,
Disposition
of Level 3 or
Settlement
Transfer-out
from Level 3
US$
(Note 4)
US$
(Note 4)
US$
(Note 4)
US$
(Note 4)
US$
(Note 4)
US$ (Note 4)

$2,277
$(1,376)
$14,659
$—
$—
$—
Valuation
NT$
$(40,681)
Increase in the
Current Period
Decrease
Current
Purchase or
Issue
Transfer-in
Sale,
Disposition or
Settlement
NT$
NT$
NT$
$433,337
$—
$—
September 30, 2013
Decrease
Current
in the
Period
Transfer-out
from Level 3
NT$
$—
Ending
Balance
NT$
$459,965
Beginning
Balance
US$
(Note 4)
$2,277
Valuation
US$
(Note 4)
$(1,376)
Increase in the
Current Period
Purchase or
Issue
Transfer-in
US$
(Note 4)
US$
(Note 4)
$14,659
$—
Decrease in the
Current Period
Sale,
Disposition
of Level 3 or
Settlement
Transfer-out
from Level 3
US$
(Note 4)
US$ (Note 4)
$—
$—
Ending
Balance
US$
(Note 4)
$15,560
Purchase or
Issue
US$
(Note 4)
$14,659
Sale,
Disposition
of Level 3 or
Settlement
US$
(Note 4)
$—
  • e. Transfers between Level 1 and Level 2

There is no transfer between Level 1 and Level 2 for the three months ended September 30, 2012 and 2013 and the nine months ended September 30, 2012 and 2013.

  • f. The sensitivity analysis of reasonably possible alternative assumptions for fair value measurements categorized within Level 3

F-181

The Bank’s fair value measurement of the financial instruments is reasonable; nevertheless, changes in the valuation parameter underlying the fair value measurement may result in different measurement. If the valuation parameter underlying the fair value measurement of the financial instruments categorized within Level 3 had been 0.01% higher/lower, the impact on the profit or loss for the period would be as follows:

Items
Assets
Financial assets at fair value through profit or loss
Derivative instruments held for trading . . . . . . . . .
Liabilities
Financial liabilities at fair value through profit or loss
Derivative instruments held for trading . . . . . . . . .
Items
Assets
Financial assets at fair value through profit or loss
Derivative instruments held for trading . . . . . . . . . .
Liabilities
Financial liabilities at fair value through profit or loss
Derivative instruments held for trading . . . . . . . . . .
Items
Assets
Financial assets at fair value through profit or loss
Derivative instruments held for trading . . . . . . . . . .
Liabilities
Financial liabilities at fair value through profit or loss
Derivative instruments held for trading . . . . . . . . . .
The Impacts on Gains and Losses The Impacts on Gains and Losses The Impacts on Gains and Losses The Impacts on Gains and Losses The Impacts on Gains and Losses The Impacts on Gains and Losses
January 1, 2012
September 30, 2012
Favorable
Unfavorable
Favorable
Unfavorable
NT$
NT$
NT$
NT$
$ 910
$ (889)
$3,516
$(3,516)
1,654
(1,732)
1,069
(1,069)
The Impacts on Gains and Losses
December 31, 2012
Favorable
Unfavorable
NT$
US$
(Note 4)
NT$
US$
(Note 4)
. . . . . . . . . . . .
$3,770
$128
$(3,770)
$(128)
. . . . . . . . . . . .
996
34
(996)
(34)
The Impacts on Gains and Losses
September 30, 2013
Favorable
Unfavorable
NT$
US$
(Note 4)
NT$
US$
(Note 4)
. . . . . . . . . . . .
$1,994
$67
$(1,994)
$(67)
. . . . . . . . . . . .
1,743
59
(2,633)
(89)
September 30, 2012
Favorable
NT$
$ 910
1,654
. . . . . . . . . . .
. . . . . . . . . . .
. . . . . . . . . . .
. . . . . . . . . . .
Unfavorable
.
.
.
.
December 31, 2012
Favorable
Unfavorable
NT$
US$
(Note 4)
NT$
US$
(Note 4)
$3,770
$128
$(3,770)
$(128)
996
34
(996)
(34)
The Impacts on Gains and Losses
Unfavorable
September 30, 2013
Favorable
NT$
US$
(Note 4)
$1,994
$67
1,743
59
Unfavorable
NT$
US$
(Note 4)
$(1,994)
$(67)
(2,633)
(89)

The favorable and unfavorable movement refers to the fluctuation of fair value measurement, which is calculated based on valuation techniques that use input parameters. The above table only reflects the impact of changes in a single input parameter, without consideration of the correlations between different input parameters and its volatility.

F-182

47. FINANCIAL RISK MANAGEMENT

a. Overview

The Bank’s risk management policy is to form a risk management-oriented culture, and to use both qualitative and quantitative indexes from internal and external risk management regulations as operating strategies.

The Bank has set up an independent risk control department to implement and monitor risk management policies.

The Bank’s risk management policies are established to identify and measure the risks faced by the Bank, to set appropriate risk limits and controls, to monitor risks and adherence to limits, and to achieve the target profit.

b. Risk management framework

The Board of Directors, the highest decision department of the Bank, has overall responsibility for the establishment and oversight of the Bank’s risk management framework.

Asset and Liability Management Committee and Risk Management Committee have been formed to examine and manage the Bank’s risks, to assess the execution of risk management and to evaluate risk tolerance. The general manager is the convener, and is responsible for appointing members of committees.

Furthermore, the Bank has an independent Risk Management Department comprising of corporate banking and consumer banking groups which directly manage credit extension risks with regard to their respective areas: corporate banking, financial markets, individual banking, consumer banking and credit card business groups. For integrated risk management, each business unit of the Bank is required to present, first, to the Risk Management Department for review and then to the Bank’s top management for approval, all the related documents, including the credit extension principles and procedures, new product development, levels and degree of authorization, etc.

Internal Audit Department undertakes regular reviews of risk management controls and procedures, including risk management framework, operating procedures of risk management, and provides timely suggestion and improvement.

c. Credit risk

  • 1) Definition and scope of credit risk

Credit risk is the risk of financial loss to the Bank if a borrower, issuer or counterparty to a financial instrument fails to meet its contractual obligations due to its credit deterioration or other factors, such as a dispute between the borrower and its counterparty.

Credit risk includes all risks derived from on- and off-balance sheet business, and all credit risk related to products, businesses and positions.

  • 2) Management policies on credit risk

The Bank shall identify risk factors and consider appropriate risk evaluation and control process prior to taking the existing or new business. For all credit risks identified on- and offbalance sheet, adequate credit limits are set based on the same borrower, counterparty, related

F-183

party, group, or industry. The Bank shall establish review mechanism to track and assess changes in each borrower’s or issuer’s financial position; regularly assess and manage asset quality, also strengthen the management of unusual borrowers and make appropriate allowance for possible losses if applicable.

The credit risk management processes and valuation methods for credit extension (including loan commitments and guarantees) are as follows:

a) Classification of credit assets

Credit assets are grouped into 5 different categories according to the “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/Non-accrual Loans.” Normal credit assets shall be classified as “Category One”, the remaining credit assets shall be further classified based on the collateral for loans and past due status as follows: Category Two- Special Mention loans; Category Three-Substandard; Category FourDoubtful, and Category FiveUnrecoverable. Moreover, the Bank establishes internal requirements, such as the “Principles Governing the Procedures to Evaluate Assets and Deal with Nonperforming/ Non-accrual Loans,” to manage problematic credit extension and credit collection and management.

b) Credit quality

Discounts and loans and receivables

The Bank sets credit quality grades according to product features, business types, operating conditions, collaterals and credit rating. Credit risk from corporate banking is categorized according to the business types, collaterals, credit rating and financial position of borrowers; credit risk from consumer banking is assessed on a case-by-case basis, except for unsecured loans and credit card products, which are assessed by internal credit rating models.

Inter-bank facilities, derivative financial instruments and investments in debt instruments

Total trading limits are determined each year by reference to financial institutions’ operating results, credit rating, rating on THE BANKER, net worth and background of shareholders, with summaries submitted to the Credit Committee, and to the Managing Directors for approval. In the month following the end of each quarter, reports on transaction limits for each financial institution and the quarterly balance are submitted to Credit Committee, and then to the general manager for approval.

Derivative financial instruments transactions entered into counterparties from banking sectors are those categorized as investment grade, and they are controlled using relevant transaction limits for each counterparty. For individual counterparty, its credit exposure is controlled using the limits placed on derivative instruments by both amounts and terms in the general credit approval process.

Credit risk for debt instruments is carried out by identifying the risk using the credit rating received external institutions, credit quality, geographic situations and counterparty credit risk.

F-184

  • 3) Credit risk hedging and mitigation policies

  • a) To effectively reduce credit risk, terms of credit facilities are determined in the light of assessments of probability and amounts of default, collateral and guarantees are obtained, including bank deposit receipts, securities (such as treasury securities, government bonds, bank debentures, stocks and bonds guaranteed by financial institutions) and real estate such as land and buildings. Listed and OTC stocks are marked to market day to day, and changes in the value of their collaterals are monitored all the time; values of land and buildings are examined every time the contract is renewed.

According to the Bank’s “Principles for Acceptance and Disposal of Collaterals”, collateral of nonperforming loans secured through compulsory enforcement or participating distribution, if the minimum auction price or liquidation price of the collateral is too low and damage the Bank’s credit right, the Bank will participate in the auction or declare to undertake, for example, the minimum auction price is too low to compensate the principal and interest of loans but the collateral is not difficult to dispose in the future. For collaterals tender or undertaken, the Bank should actively seek buyers, and if the collateral is real estate, the Bank should dispose it within the period regulated by the Banking Law.

  • b) Reduce loans to non-target customers to mitigate credit risk occurring.

  • c) Understand, control and monitor risks on a timely basis via credit limits prior to the credit being committed to customers, restrictive clauses in contracts, loans management, review mechanism to view changes of each case. Understand credit portfolios and overall credit risks the use of periodic reports and feedbacks.

  • d) Master netting arrangement

Most of the Bank’s transactions are settled on a gross basis; however, it sometimes enters into transactions to settle on a net basis, or enters into netting arrangements to the extent that if a default occurs, all amounts with the counterparty are terminated and settled on a net basis to further reduce its credit risk.

4) Maximum credit exposure

The Bank is exposed to credit risk arising from counterparties or other parties fail to fulfill their contractual obligation. To manage the risk, the Bank extends loans, loan commitments, and guarantees only after careful evaluation of customers’ creditworthiness. Credit risk can be effectively mitigated by taking possession of deposit receipts, marketable securities and other assets. As of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013, about 66.69%, 67.16%, 68.44% and 66.46%, respectively, of total loans granted, and about 47.59%, 44.58%, 51.36% and 52.43%, respectively, of the aggregate guarantees were secured.

F-185

The maximum credit exposures of the off-balance sheet commitments and guarantees were as follows (values of collaterals were not considered):

Items
Unused portion of credit card lines . . . . . . . . . . .
Financial guarantees and standby L/Cs . . . . . . . .
Irrevocable loan commitments . . . . . . . . . . . . . .
January 1, 2012
NT$

$133,113,662

10,031,345

7,351,171
September 30, 2012
December 31, 2012
September 30, 2013
NT$
$144,901,466
11,691,546
7,495,066
NT$
US$
(Note 4)
$149,717,675 $5,064,874
12,389,045
419,115
9,681,305
327,514
NT$
US$
(Note 4)
$150,033,395 $5,075,555
12,431,413
420,548
11,004,536
372,278

5) Concentration of credit risk

The concentration of credit risk exists when counterparties to financial transactions are individuals or groups engaging in similar business activities and having similar economic features. The similarity would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Bank’s concentrations of credit risk by industries, geographies and types of collaterals were as follows:

a) Industries

There was no significant concentration risk of the Bank’s loans in a single customer or counterparty, but there were some risks in relation to specific industries as follows:

Credit Risk Profile by Industry Sector
Manufacturing . . . . . . . . . . . . . . . . . . . . . . .
Finance and insurance . . . . . . . . . . . . . . . . .
Transportation and warehousing . . . . . . . . .
January 1, 2012
NT$
$44,012,107
32,456,609
14,229,779
$90,698,495
September 30,
2012
NT$
$41,998,839
33,404,024
14,592,709
$89,995,572
December 31, 2012
NT$
US$
(Note 4)
$41,015,594
$1,387,537

28,376,562
959,965
13,434,668
454,488
$82,826,824
$2,801,990
September 30, 2013
NT$
$41,015,594
28,376,562
13,434,668
$82,826,824
NT$
$43,714,529
29,573,299
13,955,776
$87,243,604
US$
(Note 4)
$1,478,840
1,000,450
472,117
$2,951,407

b) Geographies

The main businesses and customers of the Bank are in Taiwan; therefore, there is no significant geographic concentration risk.

c) Types of collaterals

Types of Collaterals
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Movable property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 1, 2012
NT$
%
$ 91,201,331
33
137,796,356
50
21,125,139
8
18,683,902
7
5,427,388
2
$274,234,116
100
September 30, 2012
NT$
%
$ 92,912,354
33
143,729,895
51
23,857,892
8
15,943,723
6
6,775,543
2
$283,219,407
100

F-186

Types of Collaterals
Unsecured . . . . . . . . . . . . . . . . . . . . . . .
Secured
Real estate . . . . . . . . . . . . . . . . . . .
Movable property . . . . . . . . . . . . .
Financial collateral . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012
NT$
US$
(Note 4)
%
$ 89,237,277
$3,018,852
31
146,103,263
4,942,600
52
26,453,020
894,892
9
15,599,652
527,728
6
6,408,220
216,788
2
$283,801,432
$9,600,860
100
September 30, 2013 September 30, 2013
NT$
$ 89,237,277
146,103,263
26,453,020
15,599,652
6,408,220
$283,801,432
NT$
$107,519,889
154,408,065
35,732,485
18,086,912
5,206,158
$320,953,509
US$
(Note 4)
%
$ 3,637,344
33
5,223,548
48
1,208,812
11
611,871
6
176,122
2
$10,857,697
100

6) Credit quality and impairment assessment

Some of financial assets held by the Bank and its subsidiaries, such as cash and cash equivalents, due from the central bank and other banks, financial assets at fair value through profit or loss, securities purchased under resale agreements, refundable deposits and operating deposits, are assessed with low credit risk due to the good credit rating of their counterparties.

F-187

An analysis of credit quality of financial assets other than those listed above is shown below:

  • a) Credit quality analysis of discounts and loans and receivables

(In Thousands of New Taiwan Dollars)

January 1, 2012
Discounts and loans . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . .
Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Past due
but not
Impaired
Amount
(B)
Impaired
Amount
(C)
Total
(A)+(B)+(C)
Allowance for Possible
Losses (D)
Allowance for Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
Subtotal
(A)
With
Objective
Evidence of
Individual
Impairment
Without
Objective
Evidence of
Individual
Impairment
$155,317,979
4,804,794
788,192
$70,397,282
2,034,691
526,463
$38,392,151
4,933,859
2,429,678
$132,076
85,350
$264,239,488
11,858,694
3,744,333
$2,662,532
335,240
$7,332,096
3,336,154
507,032
$274,234,116
15,530,088
4,251,365
$3,823,319
547,807
426,594
$950,416
226,528
18,821
$269,460,381
14,755,753
3,805,950

(In Thousands of New Taiwan Dollars)

September 30, 2012
Discounts and loans . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . .
Neither Past due Nor Impaired Amount
Excellent
Good
Moderate
Special
Mention
Subtotal
(A)
$165,846,344 $72,908,889 $34,883,176 $84,166 $273,722,575

4,821,502
2,030,369
4,733,501
63,286
11,648,658

112,142
428,632
1,915,284

2,456,058
Neither Past due Nor Impaired Amount
Excellent
Good
Moderate
Special
Mention
Subtotal
(A)
$165,846,344 $72,908,889 $34,883,176 $84,166 $273,722,575

4,821,502
2,030,369
4,733,501
63,286
11,648,658

112,142
428,632
1,915,284

2,456,058
Neither Past due Nor Impaired Amount
Excellent
Good
Moderate
Special
Mention
Subtotal
(A)
$165,846,344 $72,908,889 $34,883,176 $84,166 $273,722,575

4,821,502
2,030,369
4,733,501
63,286
11,648,658

112,142
428,632
1,915,284

2,456,058
Neither Past due Nor Impaired Amount
Excellent
Good
Moderate
Special
Mention
Subtotal
(A)
$165,846,344 $72,908,889 $34,883,176 $84,166 $273,722,575

4,821,502
2,030,369
4,733,501
63,286
11,648,658

112,142
428,632
1,915,284

2,456,058
Neither Past due Nor Impaired Amount
Excellent
Good
Moderate
Special
Mention
Subtotal
(A)
$165,846,344 $72,908,889 $34,883,176 $84,166 $273,722,575

4,821,502
2,030,369
4,733,501
63,286
11,648,658

112,142
428,632
1,915,284

2,456,058
Past due
but not
Impaired
Amount
(B)
Impaired
Amount
(C)
Total
(A)+(B)+(C)
Allowance for Possible
Losses (D)
Allowance for Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Good Moderate Special
Mention
Subtotal
(A)
With
Objective
Evidence of
Individual
Impairment
Without
Objective
Evidence of
Individual
Impairment
$72,908,889

2,030,369

428,632
$34,883,176

4,733,501

1,915,284
$84,166

63,286

$273,722,575
11,648,658
2,456,058
$2,951,030
603,203
$6,545,802
2,895,885
498,011
$283,219,407
15,147,746
2,954,069
$1,937,118
616,824
426,386
$1,230,998
111,050
11,576
$280,051,291
14,419,872
2,516,107

(In Thousands of New Taiwan Dollars)

December 31, 2012
Discounts and loans . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . .
Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Past due
but not
Impaired
Amount
(B)
Impaired
Amount
(C)
Total
(A)+(B)+(C)
Allowance for Possible
Losses (D)
Allowance for Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
Subtotal
(A)
With
Objective
Evidence of
Individual
Impairment
Without
Objective
Evidence of
Individual
Impairment
$162,132,274
4,812,165
704,870
$75,445,980
1,994,985
388,220
$36,652,230
4,761,431
2,241,245
$226,827
59,368
$274,457,311
11,627,949
3,334,335
$2,925,143
1,018,057
$6,418,978
2,767,664
498,011
$283,801,432
15,413,670
3,832,346
$2,167,815
601,627
426,386
$1,414,191
108,439
16,022
$280,219,426
14,703,604
3,389,938

(In Thousands of U.S. Dollars, Note 4)

December 31, 2012
Discounts and loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Past due
but not
Impaired
Amount
(B)
Impaired
Amount
(C)
Total
(A)+(B)+(C)
Allowance for Possible
Losses (D)
Allowance for Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
Subtotal
(A)
With
Objective
Evidence of
Individual
Impairment
Without
Objective
Evidence of
Individual
Impairment
$5,484,854
162,793
23,846
$2,552,300
67,489
13,133
$1,239,926
161,077
75,820
$7,673
2,009
$9,284,753
393,368
112,799
$98,956
34,440
$217,151
93,629
16,847
$9,600,860
521,437
129,646
$73,336
20,353
14,424
$47,841
3,668
543
$9,479,683
497,416
114,679

(In Thousands of New Taiwan Dollars)

F-189 September 30, 2013
Discounts and loans . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . .
Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Past due
but not
Impaired
Amount
(B)
Impaired
Amount
(C)
Total
(A)+(B)+(C)
Allowance for Possible
Losses (D)
Allowance for Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
Subtotal
(A)
With
Objective
Evidence of
Individual
Impairment
Without
Objective
Evidence of
Individual
Impairment
$182,082,224
5,043,201
154,692
$89,714,770
2,218,375
328,063
$39,478,458
5,127,882
2,463,153
$282,927
47,782
$311,558,379
12,437,240
2,945,908
$4,126,822
451,999
$5,268,308
2,439,713
498,011
$320,953,509
15,328,952
3,443,919
$1,965,333
590,971
426,386
$2,038,397
69,225
16,980
$316,949,779
14,668,756
3,000,553

(In Thousands of U.S. Dollars, Note 4)

September 30, 2013
Discounts and loans . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Neither Past due Nor Impaired Amount Past due
but not
Impaired
Amount
(B)
Impaired
Amount
(C)
Total
(A)+(B)+(C)
Allowance for Possible
Losses (D)
Allowance for Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
Subtotal
(A)
With
Objective
Evidence of
Individual
Impairment
Without
Objective
Evidence of
Individual
Impairment
$6,159,750
170,609
5,233
$3,035,006
75,047
11,098
$1,335,537
173,474
83,327
$9,571
1,616
$10,539,864
420,746
99,658
$139,608
15,291
$178,224
82,534
16,847
$10,857,696
518,571
116,505
$66,486
19,992
14,424
$68,958
2,342
574
$10,722,252
496,237
101,507

b) An analysis of credit quality of discounts and loans neither past due nor impaired by business types

January 1, 2012
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2012
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Neither Past due Nor Impaired
Excellent
$ 16,664,474
28,920,785
105,880,837
2,988,199
863,684
$155,317,979
Excellent
$ 15,595,266
34,840,076
111,363,583
3,437,271
610,148
$165,846,344
Excellent
$ 16,654,306
29,627,570
111,516,500
3,521,335
812,563
$162,132,274
Good
Moderate
Special Mention
$12,515,380
$ 3,016,360
$ —
32,899,496
27,462,695


10,145,112
3,970,087
3,914,833
1,700,138
132,076
10,922,461
2,242,871

$70,397,282
$38,392,151
$132,076
(In Thousands of New Taiwan Dollars)
Total
$ 32,196,214
89,282,976
119,996,036
8,735,246
14,029,016
$264,239,488
Neither Past due Nor Impaired
Excellent Good
Moderate
Special Mention
$12,685,913
$ 2,272,410
$ —
29,515,162
24,674,955

10,595,155
4,023,530

4,604,524
1,768,846
84,166
15,508,135
2,143,435

$72,908,889
$34,883,176
$84,166
(In Thousands of New Taiwan Dollars)
Total
$ 15,595,266
34,840,076
111,363,583
3,437,271
610,148
$ 30,553,589
89,030,193
125,982,268
9,894,807
18,261,718
$165,846,344 $273,722,575
Neither Past due Nor Impaired
Excellent Good
$13,335,427
28,246,993
10,688,334
4,863,959
18,311,267
$75,445,980
Moderate
Special Mention
$ 2,080,020
$ 661
26,584,640
147,320
4,064,897

1,868,261
78,846
2,054,412

$36,652,230
$226,827
Total
$ 16,654,306
29,627,570
111,516,500
3,521,335
812,563
$ 32,070,414
84,606,523
126,269,731
10,332,401
21,178,242
$162,132,274 $274,457,311
December 31, 2012
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Neither Past due Nor Impaired
Excellent
$ 563,407
1,002,286
3,772,547
119,125
27,489
$5,484,854
Good
$ 451,131
955,582
361,581
164,545
619,461
$2,552,300
Moderate
Special Mention
$ 70,366
$ 22
899,345
4,984
137,513

63,202
2,667
69,500

$1,239,926
$7,673
Total
$1,084,926
2,862,197
4,271,641
349,539
716,450
$9,284,753

F-190

September 30, 2013
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Neither Past due Nor Impaired
Excellent
$ 19,403,603
42,143,168
115,991,529
3,589,192
954,732
$182,082,224
Good
$14,203,564
32,944,726
11,826,270
5,459,250
25,280,960
$89,714,770
Moderate
$ 1,798,403
29,246,864
4,227,397
1,954,780
2,251,014
$39,478,458
Special Mention
$ 19,840
153,175

109,912

$282,927
Total
$ 35,425,410
104,487,933
132,045,196
11,113,134
28,486,706
$311,558,379
September 30, 2013
Corporate banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Neither Past due Nor Impaired
Excellent
$ 656,414
1,425,682
3,923,935
121,421
32,298
$6,159,750
Good
$ 480,499
1,114,504
400,077
184,684
855,242
$3,035,006
Moderate
$ 60,839
989,407
143,011
66,129
76,151
$1,335,537
Special Mention
$ 671
5,182

3,718

$9,571
Total
$ 1,198,423
3,534,775
4,467,023
375,952
963,691
$10,539,864

F-191

c) An analysis of credit quality of securities investment

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Neither Past due Nor Impaired Allowance
for
Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
Subtotal
(A)
$14,044,274
448,675
1,089,159

4,300,514
$ —
238,442
2,838,746

2,090,010
$ —
214,021

103,846
2,800,210
$14,044,274
901,138
3,927,905
103,846
9,190,734
(In Thousands of New Taiwan Dollars) New Taiwan Dollars) New Taiwan Dollars)
Neither Past due Nor Impaired Past due
but Not
Allowance
for
Special Subtotal Impaired Impaired Total Possible Net Amount
F-192 September 30, 2012
Available-for-sale financial assets
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excellent
$10,371,277
$ Good
Moderate
$ —
Mention
$—
(A)
$10,371,277
(B)
$—
$ (C)
(A)+(B)+(C)
$10,371,277
Losses (D)
$ —
(A)+(B)+(C)-(D)
$10,371,277
Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 558,586 500,070 3,401 1,062,057 1,062,057 1,062,057
Held-to-maturity financial assets
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762,891 1,178,581 1,941,472 1,941,472 1,941,472
Financial assets measured at cost . . . . . . . . . . . . . . . . . . . . . . 101,379 101,379 101,379 101,379
Debt investments with no active market . . . . . . . . . . . . . . . . . 3,202,765 6,106,088 2,611,438 11,920,291 180,240 12,100,531 161,702 11,938,829
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,895,519 $7,784,739 $2,716,218 $— $25,396,476 $— $180,240 $25,576,716 $161,702 $25,415,014
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Neither Past due Nor Impaired Past due
but Not
Impaired
(B)
Impaired
(C)
Allowance
for
Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Good Moderate Special
Mention
Subtotal
(A)
$ —
177,792
702,437
1,171,043

3,651,300
$ —
224,196


101,379
2,382,360
$10,355,436
807,991
702,437
2,224,301
101,379
10,695,420

(In Thousands of U.S. Dollars, Note 4)

Neither Past due Nor Neither Past due Nor Neither Past due Nor Neither Past due Nor Impaired Past due
but Not
Allowance
for
Special Subtotal Impaired Impaired Total Possible Net Amount
December 31, 2012 Excellent Good Moderate Mention (A) (B) (C) (A)+(B)+(C) Losses (D) (A)+(B)+(C)-(D)
F-193 Available-for-sale financial assets
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$350,319
13,735
$
6,015
$
7,584
$—
$350,319
27,334
$—
$
$350,319
27,334
$ —
$350,319
27,334
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,763 23,763 23,763 23,763
Held-to-maturity financial assets
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,631 39,616 75,247 75,247 75,247
Financial assets measured at cost . . . . . . . . . . . . . . . . . . . . . . 3,430 3,430 3,430 3,430
Debt investments with no active market . . . . . . . . . . . . . . . . . 157,705 123,522 80,594 361,821 6,054 367,875 5,432 362,443
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $557,390 $192,916 $91,608 $— $841,914 $— $6,054 $847,968 $5,432 $842,536
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Neither Past due Nor Impaired Past due
but Not
Impaired
(B)
Impaired
(C)
Allowance
for
Possible
Losses (D)
Net Amount
(A)+(B)+(C)-(D)
Excellent Good Moderate Special
Mention
$14,850,800
600,353
679,673
1,070,577

1,661,520
$ —
509,003

1,576,968

4,841,024
$ —



101,379
2,135,080

(In Thousands of U.S. Dollars, Note 4)

Neither Past due Nor Neither Past due Nor Neither Past due Nor Neither Past due Nor Impaired Past due
but Not
Allowance
for
Special Subtotal Impaired Total Possible Net Amount
September 30, 2013 Excellent Good Moderate Mention (A) (B) Impaired (C) (A)+(B)+(C) Losses (D) (A)+(B)+(C)-(D)
F-194 Available-for-sale financial assets
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$502,395
20,310
$
17,219
$
$—
$502,395
37,529
$—
$
$502,395
37,529
$ —
$502,395
37,529
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,993 22,993 22,993 22,993
Held-to-maturity financial assets
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,217 53,349 89,566 89,566 89,566
Financial assets measured at cost . . . . . . . . . . . . . . . . . . . . . . . . . . 3,430 3,430 3,430 3,430
Debt investments with no active market . . . . . . . . . . . . . . . . . . . . 56,208 163,769 72,229 292,206 5,019 297,225 5,019 292,206
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $638,123 $234,337 $75,659 $— $948,119 $— $5,019 $953,138 $5,019 $948,119
  • d) Loans and receivables past due but not impaired

Financial assets past due 90 days or less are not considered impaired unless there is objective evidence that an impairment loss has been incurred. Financial assets might become past due but not impaired by reasons of borrowers’ late processing or other administrative delays.

Aging analysis of loans and receivables past due but not impaired are as follows:

Items
Discounts and loans
Corporate banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Items
Discounts and loans
Corporate banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Items
Discounts and loans
Corporate banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
.
.
.
.
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
January 1, 2012
Past Due Up to
1 Month
Past due 1 to
3 Months
Total
$ 4,762
$ 80
$ 4,842
1,516,399
236,659
1,753,058
229,022
58,589
287,611
572,557
44,464
617,021
287,402
47,838
335,240
(In Thousands of New Taiwan Dollars)
Total
September 30, 2012
Past Due Up to
1 Month
Past due 1 to
3 Months
Total
$ 2,519
$ 86
$ 2,605
1,599,003
231,461
1,830,464
260,967
60,565
321,532
730,648
65,781
796,429
548,105
55,098
603,203
(In Thousands of New Taiwan Dollars)
Total
December 31, 2012
Past Due Up to
1 Month
$ 13,460
1,532,987
270,212
758,548
960,036
Past due 1 to
3 Months
$ —
226,531
61,670
61,735
58,021
Total
$ 13,460
1,759,518
331,882
820,283
1,018,057

F-195

(In Thousands of U.S. Dollars, Note 4)

Items
Discounts and loans
Corporate banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 December 31, 2012
Past Due Up to
1 Month
$ 455
51,860
9,141
25,661
32,478
Past due 1 to
3 Months
$ —
7,664
2,086
2,089
1,962
Total
$ 455
59,524
11,227
27,750
34,440

(In Thousands of New Taiwan Dollars)

Items
Discounts and loans
Corporate banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 September 30, 2013
Past Due Up to
1 Month
$ 72,138
1,729,189
324,059
1,624,104
391,885
Past due 1 to
3 Months
$ 1,338
246,043
71,669
58,282
60,114
Total
$ 73,476
1,975,232
395,728
1,682,386
451,999

(In Thousands of U.S. Dollars, Note 4)

Items
Discounts and loans
Corporate banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer banking
Housing mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 September 30, 2013
Past Due Up to
1 Month
$ 2,441
58,498
10,963
54,943
13,257
Past due 1 to
3 Months
$ 45
8,323
2,424
1,971
2,034
Total
$ 2,486
66,821
13,387
56,914
15,291

d. Liquidity risk

1) Sources and definition of liquidity risk

Liquidity risk is the risk that the Bank is unable to liquidate assets or obtain loans to meet its obligations when they fall due as a result of customer deposits being early withdrawn, deteriorating access to and terms of inter-bank facilities, deteriorating delinquency by borrowers, or financial instruments not easily liquidated. Such outflows would deplete available cash resources for client lending, trading activities and investments. In extreme circumstances, lack of liquidity could result in reductions in the consolidated statement of financial position and sales of assets, or potentially an inability to fulfill lending commitments. The risk that the Bank will be unable to do so is inherent in all banking

F-196

operations and can be affected by a range of institution-specific and market-wide events including, but not limited to, credit events, merger and acquisition activities, systemic shocks and natural disasters.

  • 2) Risk management policies on liquidity risk

The Bank’s liquidity management processes, which are managed by an independent department, include:

  • a) Day-to-day funding, managed by monitoring future cash flows to ensure that requirements can be met;

  • b) Maintaining a portfolio of highly marketable assets that can easily be liquidated as protection against any unforeseen interruption to cash flow;

  • c) Monitoring the liquidity ratios of the consolidated balance sheet against internal and regulatory requirements; and

  • d) Managing the concentration and profile of debt maturities.

Monitoring and reporting take the form of cash flow measurement and projections for the next ten days, one month, two months.…, one year and over one year respectively. The starting point for those projections is an analysis of the contractual maturity of the financial liabilities and the expected collection date of the financial assets.

Related information is submitted regularly to the Bank’s Asset and Liability Management Committee and the Board of Directors.

  • 3) Financial assets held for liquidity risk management purposes

To support payment obligation and contingent funding in a stresses market environment, the Bank holds high-quality highly-liquid interest-earning assets comprising cash and cash equivalent, due from the central bank and other banks, financial assets at fair value through profit or loss, available-for-sale financial assets for which there is an active and liquid market.

  • 4) Maturity analysis of non-derivative financial liabilities

The table below presents the cash flows payable by the Bank under non-derivative financial liabilities by remaining contractual maturities at the date of the consolidated balance sheet. The amounts disclosed in the table are the contractual undiscounted cash flows, some of which does not reconcile to the corresponding items in the consolidated balance sheet.

January 1, 2012
Due to the Central Bank and other banks . . . . . . . . . .
Financial liabilities at fair value through profit or
loss—short sales of bonds payable . . . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$ 3,676,780
953,357
1,603,410
55,651,514
3,740
1,524,406
$ 7,654,092

587,690
67,119,820

518,469
$ 258,487

329,253
79,767,411
87,400
$ 196,372

390,166
112,228,611

$ —

1,584,801
55,231,206
19,900,000
168,482
$ 11,785,731
953,357
4,495,320
369,998,562
19,991,140
2,211,357

F-197

September 30, 2012
Due to the Central Bank and other banks . . . . . . . . . .
Financial liabilities at fair value through profit or
loss—short sales of bonds payable . . . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012
Due to the Central Bank and other banks . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012
Due to the Central Bank and other banks . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013
Due to the Central Bank and other banks . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
$ 9,331,680
$ 195,677
$ 307,050
$ 8,853




703,167
317,990
912,929
1,469,066
80,517,092
64,802,000
89,684,422
64,544,822

2,000,000

20,900,000
44,644

210,174
250,606
(In Thousands of New Taiwan Dollars)
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$ 15,327,277
951,784
6,103,555
377,866,960
22,905,600
2,007,670
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days

Due Between
181 Days and
One Year
Due After
One Year
Total
$ 6,404,392 $ 4,961,049
$ 204,104 $ 104,794 $ 619 $ 11,674,958
2,501,457
967,341
297,810
387,785
1,405,978
5,560,371
76,046,351
77,727,152
66,656,403
105,877,150
65,626,210
391,933,266
4,700
2,000,000

2,000,000
18,900,000
22,904,700
907,794
532,785

260,383
207,128
1,908,090
(In Thousands of U.S. Dollars, Note 4)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
. . . $ 216,657
$ 167,830
$ 6,905
$ 3,545
$ 21 $ 394,958
. . .
84,623
32,725
10,075
13,119
47,563
188,105
. . .
2,572,610
2,629,470
2,254,953
3,581,771
2,220,102
13,258,906
. . .
159
67,659

67,659
639,377
774,855
. . .
30,710
18,024

8,809
7,007
64,550
(In Thousands of New Taiwan Dollars)
$ 4,961,049
$ 204,104 $ 104,794 $ 619
967,341
297,810
387,785
1,405,978
77,727,152
66,656,403
105,877,150
65,626,210
2,000,000

2,000,000
18,900,000
532,785

260,383
207,128
(In Thousands of U.S. Dollars, Note 4)
$ 11,674,958
5,560,371
391,933,266
22,904,700
1,908,090
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year

Due After
One Year
Total
$ 216,657
84,623
2,572,610
159
30,710
$ 167,830
$ 6,905
$ 3,545
$ 21
32,725
10,075
13,119
47,563
2,629,470
2,254,953
3,581,771
2,220,102
67,659

67,659
639,377
18,024

8,809
7,007
(In Thousands of New Taiwan Dollars)
$ 394,958
188,105
13,258,906
774,855
64,550
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days

Due Between
181 Days and
One Year
Due After
One Year
Total
$18,107,615
8,196,698
57,084,969
4,200
1,201,199
$ 6,568,862
674,307
102,307,646
2,000,000
38,172
$ 150,951
238,486
84,110,064
3,000,000
$ 200,000
791,958
71,090,466

62,306
$ —
1,575,662
78,051,217
20,350,500
184,462
$ 25,027,428
11,477,111
392,644,362
25,354,700
1,486,139
September 30, 2013
Due to the Central Bank and other banks . . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . . . . . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Due in
30 Days
$ 612,571
277,290
1,931,156
142
40,637
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
$ 5,107
8,068
2,845,401
101,489
Due Between
181 Days and
One Year
$ 6,766
26,792
2,404,955

2,108
Due After
One Year
Total
$ 222,221
22,811
3,461,016
67,659
1,291
$ —
53,304
2,640,434
688,447
6,240
$ 846,665
388,265
13,282,962
857,737
50,276

In the maturity analysis of “Deposits and remittance” disclosed in the previous table, the cash flows are split into the maturity buckets in which the cash flows occur based on historical experience. If demand deposits are expected to be drawn down in the earliest period, cash outflows due in 30 days bucket might increase NT$70,966,075 thousand, NT$74,535,113 thousand, NT$76,138,866 thousand (approximately US$2,575,740 thousand) and NT$85,955,796 thousand (approximately US$2,907,842 thousand) as of January 1, 2012, September 30, 2012, December 31, 2012 and September 30, 2013, respectively.

F-198

  • 5) Maturity analysis of derivative financial liabilities

Derivative instruments settled on a net basis

  • a) Foreign exchange derivatives: Foreign exchange options, non-deliverable forwards; and

  • b) Interest rate derivatives: Interest rate swap options, interest rate swaps and other interest rate contracts for which net cash flows are exchanges.

Maturity analysis of derivative financial liabilities that will be settled on a net basis is as follows:

(In Thousands of New Taiwan Dollars)
January 1, 2012
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
Derivative financial liabilities at fair value through profit or
loss
Foreign exchange derivatives . . . . . . . . . . . . . . . . . . . . . . .
$ 771
$ 177
$ 2,707
$13,826
$ — $ 17,481
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,810
303,360
462,768
17,082
265,702
1,050,722
Derivative financial liabilities held for hedging
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . .




13,093
13,093
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,581
$303,537
$465,475
$30,908
$278,795 $1,081,296
September 30, 2012
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
Derivative financial liabilities at fair value through profit or loss
Foreign exchange derivatives . . . . . . . . . . . . . . . . . . . . . . . . $16,738
$12,590
$13,825
$10,729
$ — $ 53,882
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,077
2,341
6,245
28,079
307,129
355,871
Derivative financial liabilities held for hedging
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .




10,521
10,521
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,815
$14,931
$20,070
$38,808
$317,650 $420,274
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$ 771
1,810

$2,581
Due in
30 Days
$ 177
303,360

$303,537
Due Between
31 Days and
90 Days
$ 2,707
462,768

$465,475
Due Between
91 Days and
180 Days
$13,826
$ — $ 17,481
17,082
265,702
1,050,722

13,093
13,093
$30,908
$278,795 $1,081,296
Due Between
181 Days and
One Year
Due After
One Year
Total
$ —
265,702
13,093
$ 17,481
1,050,722
13,093
$278,795 $1,081,296
Total
$16,738
12,077

$28,815
$12,590
2,341

$14,931
$13,825
6,245

$20,070
$10,729
28,079

$38,808
$ —
307,129
10,521
$ 53,882
355,871
10,521
$317,650 $420,274
December 31, 2012
Derivative financial liabilities at fair value through profit or loss
Foreign exchange derivatives . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities held for hedging
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012
Derivative financial liabilities at fair value through profit or loss
Foreign exchange derivatives . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities held for hedging
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due Between
181 Days and
One Year
Due Between
181 Days and
One Year
Due Between
181 Days and
One Year
Due After
One Year
Due After
One Year
Total Total
$ 423
3,292

$3,715
Due in
30 Days
.
$ 14
.
112
.

.
$126
$ 9,774
$22,750
712
21,238


$10,486
$43,988
(In Thousands of U.S.
$ 8,697
$ —
32,287
263,682

12,819
$40,984
$276,501
Dollars, Note 4)
$ —
263,682
12,819
$ 41,644
321,211
12,819
$276,501 $375,674
Due Between
31 Days and
90 Days


Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year


Due After
One Year
Total
$331
24

$355
$ 770
718

$1,488
$ 294
1,092

$1,386
$ —
8,920
434
$9,354
$ 1,409
10,866
434
$12,709

F-199

September 30, 2013
Derivative financial liabilities at fair value through profit or loss
Foreign exchange derivatives . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities held for hedging
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$ 5,799
7,475
$4,848
4,389

$9,237
$ —
27,664

$27,664
$ 3,445
24,999
5,193
$33,637
$ 36
558,006
5,127
$ 14,128
622,533
10,320
$13,274 $563,169 $646,981
September 30, 2013
Derivative financial liabilities at fair value through profit or loss
Foreign exchange derivatives . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial liabilities held for hedging
Interest rate derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due in
30 Days
.
$196
.
253
.

.
$449
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year


Due After
One Year
Total
$164
148

$312
$ —
936

$936
$ 117
846
175
$1,138
$ 1
18,877
174
$19,052
$ 478
21,060
349
$21,887

Note: The amounts disclosed in the previous table are the contractual undiscounted cash flows, some of which may not reconcile to the corresponding items in the consolidated balance sheet.

Derivative instruments on a gross basis

  • a) Foreign exchange derivatives: Foreign exchange swaps, foreign exchange options; and

b) Interest rate derivatives: Cross currency swaps.

Maturity analysis of derivative financial liabilities that will be settled on a gross basis is as follows:

January 1, 2012
Derivative financial liabilities at fair value through profit
or loss
Foreign exchange derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$14,337,613
15,139,119
$8,656,727
9,199,652
8,656,727
9,199,652
$ 542,925
$2,217,486
2,297,900
2,217,486
2,297,900
$ 80,414
$4,238,000
4,781,826
4,238,000
4,781,826
$ 543,826
$ —
1,208,923
$29,449,826
32,627,420
14,337,613
15,139,119

1,208,923
29,449,826
32,627,420
$ 801,506 $1,208,923 $ 3,177,594

F-200

September 30, 2012
Derivative financial liabilities at fair value through profit
or loss
Foreign exchange derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012
Derivative financial liabilities at fair value through profit
or loss
Foreign exchange derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due in
30 Days
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due Between
181 Days and
One Year
Due After
One Year
Due After
One Year
Total
$35,806,600
36,452,718


35,806,600
36,452,718
$ 646,118
Due in
30 Days
. $29,966,083
.
31,445,448
.

.

.
29,966,083
.
31,445,448
. $ 1,479,365
$13,098,958
13,746,088


13,098,958
13,746,088
$ 647,130
Due Between
31 Days and
90 Days
$10,100,177
10,465,138

$11,025,690 $ 95,109
15,586,630
2,888,336

11,261,795

11,235,160
11,025,690
11,356,904
15,586,630
14,123,496
$ 4,560,940 $ 2,766,592
Due Between
181 Days and
One Year
Due After
One Year
$ 95,109
2,888,336
11,261,795
11,235,160
$70,126,534
79,138,910
11,261,795
11,235,160
10,100,177
10,465,138
11,356,904
14,123,496
81,388,329
90,374,070
$ 364,961 $ 2,766,592 $ 8,985,741
.
.
.
.
.
.
.
Due After
One Year
Total
$29,966,083
31,445,448

$19,173,401

19,857,803





19,173,401

19,857,803
$ 684,402
$ 9,861,603
10,327,491


9,861,603
10,327,491
$ 465,888
$ 7,438,804
13,148,617


7,438,804
13,148,617
$ 5,709,813
$ 93,134
2,234,381
7,635,145
7,429,680
$66,533,025
77,013,740
7,635,145
7,429,680
29,966,083
31,445,448
7,728,279
9,664,061
74,168,170
84,443,420
$ 1,479,365 $1,935,782 $10,275,250
December 31, 2012
Derivative financial liabilities at fair value through profit
or loss
Foreign exchange derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note 4)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
$333,613
349,374


333,613
349,374
$ 15,761
Due Between
181 Days and
One Year
$251,651
444,811


251,651
444,811
$193,160
Due
After
One Year
Total
$1,013,738
1,063,784

$648,627
671,780


648,627
671,780
$ 23,153
$333,613
349,374


333,613
349,374
$ 15,761
$ 3,150
75,588
258,293
251,342
261,443
326,930
$ 65,487
$2,250,779
2,605,337
258,293
251,342
1,013,738
1,063,784
2,509,072
2,856,679
$ 50,046 $ 347,607

F-201

September 30, 2013
Derivative financial liabilities at fair value through
profit or loss
Foreign exchange derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash outflow . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$31,863,267
33,545,540
890,100
882,000
$41,152,791
41,759,780
445,050
438,900
41,597,841
42,198,680
$ 600,839
$15,930,784
16,788,437
11,372,800
11,248,795
$ 7,473,021
25,757,223
1,793,550
1,780,200
9,266,571
27,537,423
$18,270,852
$ 128,275
18,106,624

$ 96,548,138
135,957,604
14,501,500
14,349,895
32,753,367
34,427,540
27,303,584
28,037,232
128,275
18,106,624
111,049,638
150,307,499
$ 1,674,173 $ 733,648 $17,978,349 $ 39,257,861
September 30, 2013
Derivative financial liabilities at fair value through profit or
loss
Foreign exchange derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate derivatives
Cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal of cash inflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Due in
30 Days
Due Between
31 Days and
90 Days
Due Between
91 Days and
180 Days
Due Between
181 Days and
One Year
Due After
One Year
Total
$1,077,918
1,134,829
30,112
29,838
$1,392,178
1,412,712
15,056
14,848
1,407,234
1,427,560
$ 20,326
$538,930
567,944
384,736
380,541
923,666
948,485
$ 24,819
$252,809
871,354
60,675
60,223
313,484
931,577
$618,093
$ 4,338
612,538

$3,266,173
4,599,377
490,579
485,450
1,108,030
1,164,667
4,338
612,538
3,756,752
5,084,827
$ 56,637 $608,200 $1,328,075

Note: The amounts disclosed in the previous table are the contractual undiscounted cash flows, some of which may not reconcile to the corresponding items in the consolidated balance sheet.

6) Maturity analysis of off-balance sheet items

Maturity analysis of issued financial guarantee contracts on the basis of their earliest possible contractual maturity:

January 1, 2012
Developed and irrevocable loan commitments . . . . . . .
Irrevocable credit card commitments . . . . . . . . . . . . . . .
Issued but unused letters of credit . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due in
30 Days
Due Between
31 Days and
90 Days

Due Between
91 Days and
180 Days

Due Between
181 Days and
One Year
Due After
One Year
Total
$ 7,351,171
133,113,662
1,059,748
4,554,762
$ —


1,556,000
$1,556,000
$—



$—
$—



$—
$ —


2,860,835
$ 7,351,171
133,113,662
1,059,748
8,971,597
$146,079,343 $2,860,835 $150,496,178

F-202

Due Between Due Between Due Between Due Between Due Between Due Between Due Between
Due in 31 Days and 91 Days and 181 Days and Due After
September 30, 2012 30 Days 90 Days 180 Days One Year One Year Total
Developed and irrevocable loan commitments . . . . . . . $ 7,495,066 $ — $— $ — $ — $ 7,495,066
Irrevocable credit card commitments . . . . . . . . . . . . . . . 144,901,466 144,901,466
Issued but unused letters of credit . . . . . . . . . . . . . . . . . 860,030 860,030
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,070,341 1,663,500 200,000 3,897,675 10,831,516
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $158,326,903 $1,663,500 $— $200,000 $3,897,675 $164,088,078
Due Between Due Between Due Between
Due in 31 Days and 91 Days and 181 Days and Due After
December 31, 2012 30 Days 90 Days 180 Days One Year One Year Total
Developed and irrevocable loan commitments . . . . $ 9,681,305 $ $ $ — $ — $ 9,681,305
Irrevocable credit card commitments . . . . . . . . . . . .
149,717,675
149,717,675
Issued but unused letters of credit . . . . . . . . . . . . . . 766,439 766,439
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,990,451 1,908,500 627,000 200,000 3,896,655 11,622,606
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $165,155,870 $1,908,500 $627,000 $200,000 $3,896,655 $171,788,025
December 31, 2012
Developed and irrevocable loan commitments . . . . . . . . .
Irrevocable credit card commitments . . . . . . . . . . . . . . . .
Issued but unused letters of credit . . . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note (In Thousands of U.S. Dollars, Note 4)
Due in
30 Days
$ 327,514
5,064,874
25,928
168,824
$5,587,140
Due Between
31 Days and
90 Days

Due Between
91 Days and
180 Days
$ —


21,211
$21,211
Due Between
181 Days and
One Year
$ —


6,766
$6,766
Due After
One Year
Total
$ —


64,564
$64,564
$ —


131,822
$131,822
$ 327,514
5,064,874
25,928
393,187
$5,811,503
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Due Between Due Between Due Between
Due in 31 Days and 91 Days and 181 Days and Due After
September 30, 2013 30 Days 90 Days 180 Days One Year One Year Total
Developed and irrevocable loan commitments . . . . . . . $ 11,004,536 $ — $ — $ — $ — $ 11,004,536
Irrevocable credit card commitments . . . . . . . . . . . . . . . 150,033,395 150,033,395
Issued but unused letters of credit . . . . . . . . . . . . . . . . . 686,352 686,352
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,791,530 2,091,000 441,500 620,481 2,800,550 11,745,061
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $167,515,813 $2,091,000 $441,500 $620,481 $2,800,550 $173,469,344
September 30, 2013
Developed and irrevocable loan commitments . . . . . . . . . . . .
Irrevocable credit card commitments . . . . . . . . . . . . . . . . . . .
Issued but unused letters of credit . . . . . . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Due in
30 Days
Due Between
31 Days and
90 Days

Due Between
91 Days and
180 Days


Due Between
181 Days and
One Year

Due After
One Year
Total
$ 372,278
5,075,555
23,219
195,924
$ —


70,737
$70,737
$ —


14,936
$14,936
$ —


20,991
$20,991
$ —


94,741
$94,741
$ 372,278
5,075,555
23,219
397,329
$5,666,976 $5,868,381

e. Market risk

  • 1) Definition and scope of market risk

Market risk is the risk that unfavorable changes in market prices, such as interest rates, foreign exchange rates, equity prices and commodity prices will affect the Bank’s income or its holdings of on- and off-balance sheet positions. The Bank’s market risk mainly comes from

F-203

equity investment securities, interest rates and foreign exchange rates. Equity investment securities risk positions include domestic listed and OTC stocks and domestic convertible bonds; interest rate risk positions include bonds and interest rate derivative instruments, such as fixed and floating interest rate swap; foreign exchange rate risk positions include foreign currencies and related derivative instruments, such as spot exchange, forward exchange, foreign currency swap and option.

2) Management policies of market risk

The Bank develops appropriate management process to identify, measure and monitor market risk, and to effectively manage and control credit limits, valuation of profits and losses, sensitivities analysis and stress tests of each financial instrument positions. Besides, the Bank takes appropriate risk management strategy while facing market risk in its daily operating activities and management processes.

The Bank separates its exposure to market risk between trading and non-trading portfolios, which are managed, monitored and disclosed by the Risk Management Department. A summary report, including suggestion, is submitted regularly to the Risk Management Committee and the Board of Directors.

  • 3) Management process of market risk

  • a) Identification and measurement of market risk

The Bank’s risk measurement system, firstly, identifies market risk factors of exposure positions, and then, measures risks on- and off-balance sheet trading positions by examining the movement of the identified risk factors, such as interest rates, stock prices, foreign exchange rates and commodity prices.

The Bank’s risk measurement system also applies sensitivity analysis (DV01, Delta and Vega) or different scenarios analysis to assess value changes of asset portfolios, and performs stress tests, as required by the authority, to measure exceptional losses incurred during extreme, but plausible, conditions.

b) Monitoring and reporting

To fully understand the management of market risk, information for execution of market risk management objectives, management of positions and profits and losses, sensitivity analysis and stress tests is submitted regularly to Risk Management Committee and the Board of Directors by the Risk Management Department. The Bank has explicit management process. It imposes trading limits and stop loss order on each transaction.

A stop loss order would be executed once a given stop price has been reached; otherwise, the trading unit should report, including reasons for not executing stop loss order and corresponding remedial action taken, to top management for approval.

  • 4) Management of interest rate risk

Interest rate risk is the risk loss or changes in the fair values resulting from interest rate fluctuations. It includes interest rate related securities and derivative instruments.

The Bank separates the interest rate risk positions between trading book and banking book. Financial instruments and commodity positions held for trading purpose or to hedge against

F-204

trading book positions are carried in trading book. Positions held for trading purpose are those held with the intention of profiting from actual or forecast spread. Positions not belonging to trading book are carried in banking book.

Management of interest rate risk in trading book

a) Management process

To limit the loss within acceptable range, the Bank imposes trading limits and stop loss limits on trading room, traders and commodity; it also imposes monthly maximum loss limit on trading positions.

b) Valuation methods

Securities are marked-to-market, and the risk of interest rate related derivative instruments are measured using DV01 and Vega. Both stop loss limits are controlled on a daily basis.

Management of interest rate risk in banking book

Interest rate risk management of banking book is to improve interest risk management, capital efficiency and business operations.

a) Strategies

To improve its capacity to adapt to changes, the Bank measures, manages and hedges changes in its profits and losses and economic values of balance sheet items arising from interest rate fluctuations.

b) Management process

Prior to undertaking interest rates related business, the Bank identifies re-pricing and yield curve risks, and measures the possible impact of changes in interest rate on profits and losses. The Bank analyzes and monitors position limits and various risk management objectives in respect of interest rates on a quarterly basis, and the results are submitted regularly to the Asset and Liability Management Committee and the Board of Directors.

If the risk management objectives are found to be in excess of designated limits during the monitoring process, the Bank will report to the Asset and Liability Management Committee and propose remedial action to be taken.

c) Valuation methods

Interest rate risk measures the re-pricing risk arising from different maturity or re-pricing dates of assets and liabilities carried in the banking book. To stabilize long-term profitability taken into account of business growth, the Bank sets up various monitoring indexes, such as the ratio of interest rate sensitivity gap over total assets, for key holding periods. Those indexes are reported to and reviewed by management periodically.

  • 5) Management of foreign exchange risk

  • a) Definition of foreign exchange risk

Foreign exchange risk is the risk of loss or changes in fair value arising from open positions in currency due to exchange rate fluctuations. Foreign exchange transactions

F-205

include spot exchange, forward exchange, non-deliverable forward and foreign currency option between New Taiwan dollars and a foreign currency or between two foreign currencies.

  • b) Foreign exchange risk management policies, process and valuation methods

To manage foreign exchange risk and limit the loss within acceptable range, the Bank imposes trading limits and stop loss limits on trading room, traders and commodity; it also imposes monthly maximum loss limit on trading positions. Spot exchange, forward exchange, non-deliverable forward and foreign currency option are controlled collectively using Delta; foreign currency option is controlled using Vega. The stop loss limits are controlled on a daily basis.

  • 6) Management of equity securities market risk

  • a) Definition of equity price risk

Equity price risk is the risk arising from open positions in equity securities as a result of fluctuations in the market prices of individual securities.

  • b) Management processes of equity price risk

The Bank sets gross limits on overall positions, by industries, and by groups. For listed and OTC stocks and beneficiary certificates, the Bank sets the limit of investment in each stock and stop loss/gain limits on overall and particular positions, which are monitored daily.

A stop loss/gain order would be executed once a given stop price has been reached; otherwise, traders should report to the manager of its department, including reasons for not executing stop loss/gain order.

  • c) Measurement

The Bank manages price risk on the basis of closing prices of equity securities.

  • 7) Valuation techniques of market risk

Stress tests

Stress tests are performed by the Risk Management Department at least once a year to assess the impact of risk factors that have become extremely volatile on asset portfolios carried in trading books and risk tolerance, and to ensure that the Bank will be able to handle potential losses incurred during extreme, but plausible, events.

The Bank applies market risk factors sensitivities analysis to analyze the impact on asset that could arise under extreme scenarios:

  • a) Interest rate: Evaluate impacts on the values of interest-rate-based securities if yield curves move in parallel manner.

  • b) Foreign exchange: Evaluate impacts on changes in foreign exchange rates.

  • c) Equity securities: Evaluate impacts on changes in stock prices and its related derivatives volatility.

F-206

  • d) Commodity: Evaluate impacts on changes in commodity prices and its related derivatives volatility.

The Bank will submit the results of stress tests to the Board of Directors as a reference of the Bank’s ability to encounter adverse economic conditions.

Sensitivity analysis

a) Interest rate risk

Interest rate factor sensitivities (DV01 or PVBP) are, at the balance sheet date, the impact on the discounted future cash flows of bonds and interest-rate-based derivative instruments for 1 basis points (bps) parallel shift in all yield curves.

Assuming all other variables remain constant, there would be a decrease (increase) in pre-tax profits of NT$74 thousand for the nine months ended September 30, 2012, where the interest rate increases (decreases) by 1 bps. There would be a decrease in pre-tax profits of NT$3,362 thousand (approximately US$114 thousand) or an increase of NT$2,917 thousand (approximately US$99 thousand) for the nine months ended September 30, 2013. There would be a decrease (increase) of NT$3,264 thousand and NT$7,934 thousand (approximately US$268 thousand) in other comprehensive income for the nine months ended September 30, 2012 and 2013, respectively.

b) Foreign exchange risk

Foreign exchange rate factor sensitivities (FX Delta) are, at the balance sheet date, the impact on the values of foreign exchange positions for a 1% change in foreign exchange rates.

Where the foreign exchange increases (decreases) by 1%, assuming all other variables remain constant, there would be an increase (decrease) in pre-tax profits of NT$372,318 thousand for the nine months ended September 30, 2012. There would be an increase in pre-tax profits of NT$305,236 thousand (approximately US$10,326 thousand) or decrease of NT$306,127 thousand (approximately US$10,356 thousand) for the nine months ended September 30, 2013.

c) Equity securities price risk

Equity price factor sensitivities are, at the balance sheet date, the impact on the values of open positions in equity securities for a 1% change in stock market prices.

Where the equity prices increase (decrease) by 1%, assuming all other variables remain constant, there would be an increase (decrease) in pre-tax profits of NT$156,319 thousand for the nine months ended September 30, 2012. There would be an increase in pre-tax profits of NT$135,194 thousand (approximately US$4,574 thousand) or decrease of NT$136,085 thousand (approximately US$4,604 thousand) for the nine months ended September 30, 2013. There would be an increase (decrease) of NT$8,996 thousand and NT$11,094 thousand (approximately US$375 thousand) in other comprehensive income for the nine months ended September 30, 2012 and 2013, respectively.

8) Concentration of foreign exchange risk

For information of concentration of foreign currency exposures at the balance sheet date are shown in Note 44.

F-207

  • f. Disclosures required by the Regulations Governing the Preparation of Financial Reports by Public Banks

  • 1) Asset quality of loans

Nonperforming loans and nonperforming receivables

Item
Business
Corporate
Banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
Banking
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . .
January 1, 2012 January 1, 2012 Coverage
Ratio
(Note c)
1,794.89%
7,147.83%
361.01%

186.96%
954.34%
119.57%
779.32%
Coverage
Ratio
2,266.26%
Nonperforming
Loans (Note a)
NT$
$136,993
12,654
227,571

192,345
21,302
21,685
$612,550
Nonperforming
Receivables
$ 34,168
Loans
NT$
$ 36,541,927
90,151,628
105,671,044

13,805,008
26,149,086
1,915,423
$274,234,116
Accounts
Receivable
$ 15,530,088
3,412,000
Ratio of
Nonperforming
Loans (Note b)
0.37%
0.01%
0.22%

1.39%
0.08%
1.13%
0.22%
Ratio of
Nonperforming
Receivables
0.22%
Allowance for
Possible Losses
NT$
$2,458,868
904,487
821,554

359,604
203,293
25,929
$4,773,735
Allowance for
Possible Losses
$ 774,335
17,151
Item
Business
Corporate
Banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
Banking
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . .
September 30, 2012 September 30, 2012 Coverage
Ratio
(Note c)
80.39%
2,743.06%
498.48%

182.72%
629.52%
123.24%
234.84%
Coverage
Ratio
1,189.47%
Nonperforming
Loans (Note a)
NT$
$ 892,103
35,879
166,765

194,899
40,718
18,703
$1,349,067
Nonperforming
Receivables
$ 61,193
Loans
NT$
$ 33,136,114
91,143,935
108,990,576

14,712,319
33,883,166
1,353,297
$283,219,407
Accounts
Receivable
$ 15,147,747
2,184,609
Ratio of
Nonperforming
Loans (Note b)
2.69%
0.04%
0.15%

1.32%
0.12%
1.38%
0.48%
Ratio of
Nonperforming
Receivables
0.40%
Allowance for
Possible Losses
NT$
$ 717,152
984,182
831,286

356,119
256,328
23,049
$3,168,116
Allowance for
Possible Losses
$ 727,874
10,241

F-208

Item
Corporate
Banking
Consumer
Banking
Total . . . . . .
Business
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 December 31, 2012 Coverage
Ratio
(Note c)
115.35%
7,657.33%
529.87%

188.98%
787.97%
291.05%
271.96%
Nonperforming
Loans (Note a)
NT$
$ 871,834
11,271
186,867

192,776
40,374
13,985
$1,317,107
Loans
NT$
$ 34,597,922
86,692,419
108,257,443

14,971,798
35,593,097
3,688,753
$283,801,432
Ratio of
Nonperforming
Loans (Note b)
2.52%
0.01%
0.17%

1.29%
0.11%
0.38%
0.46%
Allowance for
Possible Losses
NT$
$1,005,640
863,058
990,155

364,313
318,136
40,704
$3,582,006
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . .
Item
Business
Corporate
Banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
Banking
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . .
Item
Business
Corporate
Banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
Banking
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonperforming
Receivables
$ 61,453

Nonperforming
Loans (Note a)
Accounts
Receivable
Ratio of
Nonperforming
Receivables
$ 15,413,670
0.40%
2,830,761

December 31, 2012
Accounts
Receivable
Ratio of
Nonperforming
Receivables
$ 15,413,670
0.40%
2,830,761

December 31, 2012
Accounts
Receivable
Ratio of
Nonperforming
Receivables
$ 15,413,670
0.40%
2,830,761

December 31, 2012
Allowance for
Possible Losses
$ 710,066
13,863
$ 710,066
13,863
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ (Note 4)
.
$29,494
.
381
.
6,322
.

.
6,522
.
1,366
.
473
.
$44,558
US$ (Note 4)
$1,170,430
2,932,761
3,662,295

506,488
1,204,097
124,789
$9,600,860

2.52%
0.01%
0.17%

1.29%
0.11%
0.38%
0.46%
US$ (Note 4)
$ 34,020
29,197
33,496

12,325
10,762
1,377
$121,177

Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable factored without recourse (Note g) . . . .

Accounts
Receivable
Ratio of
Nonperforming
Receivables
Allowance for
Possible Losses
Coverage
Ratio
1,155.46%
$ 521,437
95,763
0.40%
$ 24,021
469
Item
Business

Corporate
Banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
Banking
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . .
September 30, 2013 September 30, 2013 Coverage
Ratio
(Note c)
121.83%
1,869.20%
756.35%

188.20%
844.66%
2,338.57%
351.20%
Coverage
Ratio
1,485.12%
Nonperforming
Loans (Note a)
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
NT$
$ 684,561
64,031
145,664

197,620
41,935
6,199
$1,140,010
Nonperforming
Receivables
NT$
$ 37,902,302
105,668,412
110,292,816

15,919,426
36,828,825
14,341,728
1.81%
0.06%
0.13%

1.24%
0.11%
0.04%
0.36%
Ratio of
Nonperforming
Receivables
NT$
$ 834,031
1,196,869
1,101,733

371,919
354,210
144,968
$4,003,730
Allowance for
Possible Losses
$320,953,509
Accounts
Receivable
$ 44,454
$ 15,328,952
2,713,456
0.29%
$ 660,196
15,291

F-209

Business
Item
Corporate
Banking
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
Banking
Residential mortgage (Note d) . . . . . . . . . . . .
Cash card . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small-scale credit loan (Note e) . . . . . . . . . . .
Others
(Note f)
Secured . . . . . . . . . . . . . . . .
Unsecured . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable factored without recourse (Note g) . . .
Item September 30, 2013 September 30, 2013 Coverage
Ratio
(Note c)
121.83%
1,869.20%
756.35%

188.20%
844.66%
2,338.57%
351.20%
Coverage
Ratio
1,485.12%
Nonperforming
Loans (Note a)
Loans Ratio of
Nonperforming
Loans (Note b)
Allowance for
Possible Losses
US$ (Note 4)
$23,158
2,166
4,928

6,685
1,419
210
$38,566
Nonperforming
Receivables
US$ (Note 4)
$ 1,282,216
3,574,709
3,731,151

538,546
1,245,901
485,173
$10,857,696
Accounts
Receivable
1.81%
0.06%
0.13%

1.24%
0.11%
0.04%
0.36%
Ratio of
Nonperforming
Receivables
US$ (Note 4)
$ 28,215
40,489
37,271

12,582
11,983
4,904
$135,444
Allowance for
Possible Losses
$ 1,504
$ 518,571
91,795
0.29%
$ 22,334
517

Note a: Nonperforming loans represent the amounts of nonperforming loans reported to the authorities and disclosed to the public, as required by the “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/ Non-accrual Loans.”

Nonperforming credit cards receivables represent the amounts of nonperforming receivables reported to the authorities and disclosed to the public, as required by the Banking Bureau’s letter dated July 6, 2005 (Ref. No. 0944000378).

Note b: Ratio of nonperforming loans: Nonperforming loans ÷Outstanding loan balance.

Ratio of nonperforming credit cards receivables: Nonperforming credit cards receivables ÷ Outstanding credit cards receivables balance.

Note c: Coverage ratio of allowance for possible losses for loans: Allowance for possible losses for loans ÷ Nonperforming loans.

Coverage ratio of allowance for possible losses for credit cards receivables: Allowance for possible losses for credit cards receivables ÷ Nonperforming credit cards receivables.

Note d: Residential mortgage is a loan given to the borrower who provides a house, to be purchased (or already owned) by the borrower or the spouse or the minor children of the borrower, as a mortgage to the Bank and will use the loan for house purchase or refurbishment.

Note e: Small-scale credit loans refer to the loans under the Banking Bureau’s regulation, dated December 19, 2005 (Ref. No. 09440010950), excluding small-scale unsecured loans obtained through credit cards and cash cards.

Note f: Other loans of consumer banking refer to secured or unsecured loans, excluding residential mortgage, cash card, small-scale credit loans and credit card.

Note g: As required by the Banking Bureau’s letter dated July 19, 2005 (Ref. No. 0945000494), factoring without recourse is disclosed as nonperforming receivables in three months upon the factors’ or insurance companies’ rejection of claims.

F-210

Nonperforming loans and nonperforming receivables excluded from the information stated above

Item
Business
January 1, 2012
September 30, 2012
Non-
performing
Loans Excluded
Non-
performing
Receivables
Excluded
Non-
performing
Loans Excluded
Non-
performing
Receivables
Excluded
NT$
NT$
NT$
NT$
Loans not classified as NPL upon debt
restructuring and performed as agreed
(Note a) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 643,243
$1,575,374
$ 500,899
$1,256,472
Loans upon performance of a debt discharge
program and rehabilitation program
(Note b) . . . . . . . . . . . . . . . . . . . . . . . . . . .
535,484
1,415,117
549,788
1,378,396
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,178,727
$2,990,491
$1,050,687
$2,634,868
Item
Business
December 31, 2012
December 31, 2012
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
NT$
US$ (Note 4)
Loans not classified as NPL upon debt restructuring
and performed as agreed (Note a) . . . . . . . . . . . . . .
$ 458,950
$15,526
$1,157,342
$39,152
Loans upon performance of a debt discharge program
and rehabilitation program (Note b) . . . . . . . . . . . .
563,620
19,067
1,368,460
46,294
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,022,570
$34,593
$2,525,802
$85,446
Item
Business
September 30, 2013
September 30, 2013
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
NT$
US$ (Note 4)
Loans not classified as NPL upon debt restructuring
and performed as agreed (Note a) . . . . . . . . . . . . . . . .
$363,697
$12,304
$ 930,943
$31,493
Loans upon performance of a debt discharge program
and rehabilitation program (Note b) . . . . . . . . . . . . . .
614,609
20,792
1,344,386
45,480
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$978,306
$33,096
$2,275,329
$76,973
Item
Business
January 1, 2012
September 30, 2012
Non-
performing
Loans Excluded
Non-
performing
Receivables
Excluded
Non-
performing
Loans Excluded
Non-
performing
Receivables
Excluded
NT$
NT$
NT$
NT$
Loans not classified as NPL upon debt
restructuring and performed as agreed
(Note a) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 643,243
$1,575,374
$ 500,899
$1,256,472
Loans upon performance of a debt discharge
program and rehabilitation program
(Note b) . . . . . . . . . . . . . . . . . . . . . . . . . . .
535,484
1,415,117
549,788
1,378,396
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,178,727
$2,990,491
$1,050,687
$2,634,868
Item
Business
December 31, 2012
December 31, 2012
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
NT$
US$ (Note 4)
Loans not classified as NPL upon debt restructuring
and performed as agreed (Note a) . . . . . . . . . . . . . .
$ 458,950
$15,526
$1,157,342
$39,152
Loans upon performance of a debt discharge program
and rehabilitation program (Note b) . . . . . . . . . . . .
563,620
19,067
1,368,460
46,294
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,022,570
$34,593
$2,525,802
$85,446
Item
Business
September 30, 2013
September 30, 2013
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
NT$
US$ (Note 4)
Loans not classified as NPL upon debt restructuring
and performed as agreed (Note a) . . . . . . . . . . . . . . . .
$363,697
$12,304
$ 930,943
$31,493
Loans upon performance of a debt discharge program
and rehabilitation program (Note b) . . . . . . . . . . . . . .
614,609
20,792
1,344,386
45,480
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$978,306
$33,096
$2,275,329
$76,973
Item
Business
January 1, 2012
September 30, 2012
Non-
performing
Loans Excluded
Non-
performing
Receivables
Excluded
Non-
performing
Loans Excluded
Non-
performing
Receivables
Excluded
NT$
NT$
NT$
NT$
Loans not classified as NPL upon debt
restructuring and performed as agreed
(Note a) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 643,243
$1,575,374
$ 500,899
$1,256,472
Loans upon performance of a debt discharge
program and rehabilitation program
(Note b) . . . . . . . . . . . . . . . . . . . . . . . . . . .
535,484
1,415,117
549,788
1,378,396
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,178,727
$2,990,491
$1,050,687
$2,634,868
Item
Business
December 31, 2012
December 31, 2012
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
NT$
US$ (Note 4)
Loans not classified as NPL upon debt restructuring
and performed as agreed (Note a) . . . . . . . . . . . . . .
$ 458,950
$15,526
$1,157,342
$39,152
Loans upon performance of a debt discharge program
and rehabilitation program (Note b) . . . . . . . . . . . .
563,620
19,067
1,368,460
46,294
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,022,570
$34,593
$2,525,802
$85,446
Item
Business
September 30, 2013
September 30, 2013
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
NT$
US$ (Note 4)
Loans not classified as NPL upon debt restructuring
and performed as agreed (Note a) . . . . . . . . . . . . . . . .
$363,697
$12,304
$ 930,943
$31,493
Loans upon performance of a debt discharge program
and rehabilitation program (Note b) . . . . . . . . . . . . . .
614,609
20,792
1,344,386
45,480
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$978,306
$33,096
$2,275,329
$76,973
September 30, 2012 September 30, 2012 September 30, 2012 September 30, 2012
Non-
performing
Receivables
Excluded
NT$
$1,256,472
1,378,396
$2,634,868
31, 2012
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
$ 458,950
$15,526
563,620
19,067
$1,022,570
$34,593
September 30, 2013
Non-performing
Loans Excluded
NT$
US$ (Note 4)
$363,697
$12,304
614,609
20,792
$978,306
$33,096
NT$
US$ (Note 4)
$1,157,342
$39,152
1,368,460
46,294
$2,525,802
$85,446
September 30, 2013
Non-performing
Loans Excluded
Non-performing
Receivables Excluded
NT$
US$ (Note 4)
$363,697
$12,304
614,609
20,792
$978,306
$33,096
NT$
US$ (Note 4)
$ 930,943
$31,493
1,344,386
45,480
$2,275,329
$76,973

Note a: Supplementary disclosure related to the loans which need not be classified as NPL upon debt restructuring and performed as agreed, as stipulated in the Banking Bureau’s letter dated April 25, 2006 (Ref. No. 09510001270).

Note b: Supplementary disclosure related to the loans which need not be classified as NPL upon performance of a debt discharge program and rehabilitation program, as stipulated in the Banking Bureau’s letter dated September 15, 2008 (Ref. No. 09700318940).

F-211

2) Concentration of credit extensions

January 1, 2012

Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
A Group—2413—steel rolling and extruding
F Group—5010—ocean water transportation
P Group—2611—integrated circuits manufacturing
L Group—2641—liquid crystal panel and components manufacturing
E Group—1850—artificial fiber
D Group—2630—printed circuits manufacturing
I Group—6499—non-categorized and other financial intermediaries
N Group—2641—liquid crystal panel and components manufacturing
B Group—6499—non-categorized and other financial intermediaries
K Group—6499—non-categorized and other financial intermediaries
Total Balances
of Credit
Extensions
(Note c)
NT$
$5,566,747
3,493,631
2,823,382
2,485,091
2,259,714
2,248,242
2,046,291
2,002,101
1,863,045
1,811,764
Ratio of
Credit
Extensions to
Net Worth
(%)
23%
14%
12%
10%
9%
9%
8%
8%
8%
7%

September 30, 2012

Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
A Group—2413—steel rolling and extruding
C Group—5232—ocean freight transportation forwarding services
F Group—1700—petroleum and coal product manufacturing
B Group—6499—non-categorized and other financial intermediaries
E Group—1850—artificial fiber
D Group—2630—printed circuits manufacturing
K Group—6499—non-categorized and other financial intermediaries
L Group—2641—liquid crystal panel and components manufacturing
O Group—3010—automobile manufacturing
G Group—6499—non-categorized and other financial intermediaries
Total Balances
of Credit
Extensions
(Note c)
NT$
$4,660,239
2,856,930
2,620,653
2,518,540
2,215,893
2,197,297
1,902,845
1,864,092
1,854,840
1,780,508
Ratio of
Credit
Extensions to
Net Worth
(%)
18%
11%
10%
10%
8%
8%
7%
7%
7%
7%

December 31, 2012

December 31, 2012
Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
Total Balances of Credit
Extensions(Note c)
NT$
US$ (Note 4)
$4,217,402
$142,673
2,973,840
100,604
2,639,001
89,276
2,479,719
83,888
2,418,693
81,823
2,014,731
68,157
1,860,285
62,933
1,736,418
58,742
1,716,021
58,052
1,690,020
57,173
Ratio of
Credit
Extensions to
Net Worth
(%)
A Group—24 99—non-categorized and other basic metal
manufacturing
C Group—5232—ocean freight transportation forwarding services
B Group—6499—non-categorized and other financial intermediaries
F Group—1700—petroleum and coal product manufacturing
G Group—6499—non-categorized and other financial intermediaries
E Group—1850—artificial fiber
K Group—6499—non-categorized and other financial intermediaries
L Group—2641—liquid crystal panel and components manufacturing
M Group—6499—non-categorized and other financial intermediaries
N Group—2641—liquid crystal panel and components manufacturing
16%
11%
10%
9%
9%
8%
7%
7%
6%
6%

F-212

September 30, 2013

September 30, 2013
Ranking
(Note a)
1
2
3
4
5
6
7
8
9
10
Group Entity (Note b)
Industry and Code(Note a)
Total Balances of Credit
Extensions(Note c)
Ratio of
Credit
Extensions to
Net Worth
(%)
A Group—2413—steel rolling and extruding
B Group—6499—non-categorized and other financial intermediaries
C Group—5232—ocean freight transportation forwarding services
D Group—2613 -semiconductor packaging and testing industry
E Group—1850—artificial fiber
F Group—1700—petroleum and coal product manufacturing
G Group—6499—non-categorized and other financial intermediaries
H Group—3010—automobile manufacturing
I Group—6499—non-categorized and other financial intermediaries
J Group—2699—non-categorized and other parts and components
manufacturing
NT$
US$ (Note 4)
$5,342,833
$180,745
3,166,481
107,120
2,747,850
92,958
2,436,520
82,426
2,272,093
76,864
2,252,589
76,204
2,250,041
76,118
1,979,400
66,962
1,907,282
64,522
1,712,862
57,945
19%
11%
10%
9%
8%
8%
8%
7%
7%
6%

Note a: The rankings above represent the top 10 corporate entities except for government or state-owned enterprises, based on the total balance of credit extension granted by the Bank. The amount of credit extensions should be disclosed in aggregate for each group entity, the code and industry of which are also required. The industry of the group entities is designated as the industry of the individual group entity with the greatest risk exposure. The lines of industry should conform to the industry sub-categorization of the Standard Industrial Classification System of the Republic of China published by the Directorate-General of Budget, Accounting and Statistics under the Executive Yuan.

Note b: “Group Entity” is defined in Article 6 of “Supplementary Provisions to the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings.”

  • Note c: Credit extension balance includes various loans (import and export negotiations, discounted, overdrafts, unsecured and secured short-term loans, margin loans receivable, unsecured and secured medium-term loans, unsecured and secured long-term loans; and nonaccrual loans), bills purchased, factored accounts receivable without recourse, acceptances and guarantees.

3) Interest rate sensitivity

Table 1: For New Taiwan dollar items

Interest Rate Sensitivity Analysis January 1, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . .
(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) Total
$361,944,055
343,927,597
18,016,458
24,542,500
105.24%
73.41%
1 to 90 Days
$231,853,494
150,954,515
80,898,979
91 to 180 Days
$104,937,888
118,967,341
(14,029,453)
181 Days to
One Year
$ 696,476
59,999,402
(59,302,926)
Over
One Year
$24,456,197
14,006,339
10,449,858

F-213

Interest Rate Sensitivity Analysis September 30, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . .
Ratio of interest rate -sensitivity gap to net worth . . . . . . .
(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) Total
$381,487,441
350,645,189
30,842,252
26,365,782
108.80%
116.98%
1 to 90 Days
$249,216,601
166,743,736
82,472,865
91 to 180 Days
$108,360,325
116,442,346
(8,082,021)
181 Days to
One Year
$ 3,212,679
49,431,574
(46,218,895)
Over
One Year
$20,697,836
18,027,533
2,670,303

Interest Rate Sensitivity Analysis December 31, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . .
(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) Total
$388,591,067
365,967,145
22,623,922
26,353,494
106.18%
85.85%
1 to 90 Days
$253,480,225
156,809,605
96,670,620
91 to 180 Days
$110,101,594
119,546,396
(9,444,802)
181 Days to
One Year
$ 5,506,331
70,706,563
(65,200,232)
Over
One Year
$19,502,917
18,904,581
598,336

Interest Rate Sensitivity Analysis December 31, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . . . . . .
(In Thousands of U.S. Dollars, %, Note 4) (In Thousands of U.S. Dollars, %, Note 4) (In Thousands of U.S. Dollars, %, Note 4) Total
$13,145,841
12,380,485
765,356
891,526
106.18%
85.85%
1 to 90 Days
$8,575,109
5,304,790
3,270,319
91 to 180 Days
$3,724,682
4,044,195
(319,513)
181 Days to
One Year
$ 186,276
2,391,967
(2,205,691)
Over
One Year
$659,774
639,533
20,241

Interest Rate Sensitivity Analysis September 30, 2013

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . .
(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) Total
$413,189,147
373,875,804
39,313,343
28,192,676
110.52%
139.45%
1 to 90 Days
$254,140,508
172,449,385
81,691,123
91 to 180 Days
$130,764,774
139,465,493
(8,700,719)
181 Days to
One Year
$ 5,409,913
42,971,278
(37,561,365)
Over
One Year
$22,873,952
18,989,648
3,884,304

F-214

Interest Rate Sensitivity Analysis September 30, 2013

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . . . . . .
(In Thousands of U.S. Dollars, %, Note 4) (In Thousands of U.S. Dollars, %, Note 4) (In Thousands of U.S. Dollars, %, Note 4) Total
$13,977,982
12,648,031
1,329,951
953,744
110.52%
139.45%
1 to 90 Days
$8,597,446
5,833,876
2,763,570
91 to 180 Days
$4,423,707
4,718,048
(294,341)
181 Days to
One Year
$ 183,015
1,453,697
(1,270,682)
Over
One Year
$773,814
642,410
131,404

Note a: The New Taiwan dollar amounts held by the Bank.

Note b: Interest rate-sensitive assets and liabilities refer to interest-earning assets and interest-bearing liabilities that were affected by interest rate changes.

Note c: Interest rate sensitivity gap = Interest rate-sensitive assets�Interest rate-sensitive liabilities. Note d: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets ÷ Interest rate-sensitive liabilities.

Table 2: For U.S. dollar items

Interest Rate Sensitivity Analysis January 1, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . . . . . . .
1 to 90 Days
$1,256,664
749,276
507,388
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$1,381,067
1,450,384
(69,317)
4,837
95.22%
(1,433.06%)
91 to 180 Days
$ 92,529
471,641
(379,112)
181 Days to
One Year
$ 9,075
229,467
(220,392)
Over
One Year
$22,799

22,799

Interest Rate Sensitivity Analysis September 30, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . . . . . . .
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$ 1,231,622
1,842,599
(610,977)
5,980
66.84%
(10,217.01%)
1 to 90 Days
$1,088,688
907,157
181,531
91 to 180 Days
$ 129,015
580,068
(451,053)
181 Days to
One Year
$ —
355,374
(355,374)
Over
One Year
$13,919

13,919

Interest Rate Sensitivity Analysis December 31, 2012

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . . .
Ratio of interest rate-sensitivity gap to net worth . . . . . . . . . . . .
1 to 90 Days
$1,151,415
842,195
309,220
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$1,241,670
1,680,275
(438,605)
12,894
73.90%
(3,401.62%)
91 to 180 Days
$ 73,165
576,977
(503,812)
181 Days to
One Year
$ 3,169
261,103
(257,934)
Over
One Year
$13,921

13,921

F-215

Interest Rate Sensitivity Analysis September 30, 2013

Items
Interest rate-sensitive assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate-sensitive liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate sensitivity gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of interest rate-sensitive assets to liabilities . . . . . . . . . . . .
Ratio of interest rate -sensitivity gap to net worth . . . . . . . . . . . .
(In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) (In Thousands of U.S. Dollars, %) Total
$1,337,059
1,929,422
(592,363)
18,512
69.30%
(3,199.89%)
1 to 90 Days
$1,193,756
949,235
244,521
91 to 180 Days
$ 98,748
673,383
(574,635)
181 Days to
One Year
$ 33,412
156,804
(123,392)
Over
One Year
$ 11,143
150,000
(138,857)

Note a: The total U.S. dollar amounts held by the Bank, excluding contingent assets and liabilities.

Note b: Interest rate-sensitive assets and liabilities refer to interest-earning assets and interest-bearing liabilities that were affected by interest rate changes.

Note c: Interest rate sensitivity gap = Interest rate-sensitive assets�Interest rate-sensitive liabilities.

Note d: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets/Interest rate-sensitive liabilities.

4) Profitability

Items
Return on total assets
Before tax . . . . . . . . . . . . . . . . . . . . . . . . .
After tax . . . . . . . . . . . . . . . . . . . . . . . . . .
Return on equity
Before tax . . . . . . . . . . . . . . . . . . . . . . . . .
After tax . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note a:
Return on total assets = Income before (after) income tax/Average total asse
Note b:
Return on equity = Income before (after) income tax/Average equity.
Nine months ended
September 30, 2012
0.56%
0.50%
9.96%
8.88%
36.02%
ts.
Nine months ended
September 30, 2013
0.65%
0.57%
11.31%
9.93%
38.40%

Note c: Net income ratio = Income after income tax/Total net revenues.

5) Maturity analysis of assets and liabilities

  • a) For New Taiwan dollar items

January 1, 2012

Main capital inflow on
maturity . . . . . . . . . . . . . . .
Main capital outflow on
maturity . . . . . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Total Amount for Remaining Period to Maturity
0 to 10 Days 11 to 30 Days From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
Over one Year
$50,774,880
40,013,387
10,761,493
$54,911,668
64,376,666
(9,464,998)
$ 31,082,913
77,596,601
(46,513,688)
$ 36,074,818
114,959,051
(78,884,233)
$200,409,749
105,156,952
95,252,797

F-216

September 30, 2012

Main capital inflow on
maturity . . . . . . . . . . . . . . . . .
Main capital outflow on
maturity . . . . . . . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on
maturity . . . . . . . . . . . . . . . . .
Main capital outflow on
maturity . . . . . . . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity
Main capital outflow on maturity
Gap . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on
maturity . . . . . . . . . . . . . . . . .
Main capital outflow on
maturity . . . . . . . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Total Amount for Remaining Period to Maturity
0 to 10 Days 11 to 30 Days From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
Over
one Year
$ 39,270,368
92,766,292
(53,495,924)
$215,015,169
124,003,719
91,011,450
Total Amount for Remaining Period to Maturity
0 to 10 Days 11 to 30 Days From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
Over
one Year
$ 37,661,583
109,832,711
(72,171,128)
$221,409,583
122,072,588
99,336,995
Total Amount for Remaining Period to Maturity
0 to 10 Days 11 to 30 Days From 181 Days
to one Year
Over
one Year
$ 1,274,072
3,715,585
(2,441,513)
$7,490,176
4,129,655
3,360,521
Total Amount for Remaining Period to Maturity
0 to 10 Days 11 to 30 Days From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
Over
one Year
$ 66,846,576
131,692,849
(64,846,273)
2013
$ 39,762,348
106,312,397
(66,550,049)
$ 34,011,479
78,385,080
(44,373,601)
$237,961,412
129,816,009
108,145,403
Main capital inflow on
maturity . . . . . . . . . . . . . . . . . .
Main capital outflow on
maturity . . . . . . . . . . . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4) (In Thousands of U.S. Dollars, Note 4)
Total Amount for Remaining Period to Maturity
11 to 30 Days
$2,575,156
1,494,166
1,080,990
From 31 Days
to 90 Days
$ 2,261,386
4,455,103
(2,193,717)
From 91 Days
to 180 Days
From 181 Days
to one Year
Over
one Year
$ 1,345,140
3,596,495
(2,251,355)
$ 1,150,591
2,651,728
(1,501,137)
$8,050,116
4,391,611
3,658,505

Note: This table refers to the New Taiwan dollar amounts held by the Bank.

F-217

b) For U.S. dollar items

January 1, 2012

Main capital inflow on maturity . . . . . . . . .
Main capital outflow on maturity . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity . . . . . . . . .
Main capital outflow on maturity . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity . . . . . . . . .
Main capital outflow on maturity . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Main capital inflow on maturity . . . . . . . . .
Main capital outflow on maturity . . . . . . . .
Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars) (In Thousands of U.S. Dollars)
Total
Amount for Remaining Period to Maturity
1 to 30 Days
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
$3,091,512
$1,078,065
$ 596,969
$ 216,338
$ 521,166
3,113,858
886,681
747,768
440,660
717,083
(22,346)
191,384
(150,799)
(224,322)
(195,917)
September 30, 2012
(In Thousands of U.S. Dollars)
Amount for Remaining Period to Maturity
From 181 Days
to one Year
$ 521,166
717,083
(195,917)
Over
one Year
$678,974
321,666
357,308
Total
Amount for Remaining Period to Maturity
1 to 30 Days
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
$4,621,977
$1,728,203
$ 632,749
$584,967
$ 706,177
4,592,331
1,352,303
1,095,850
626,590
1,076,417
29,646
375,900
(463,101)
(41,623)
(370,240)
December 31, 2012
(In Thousands of U.S. Dollars)
Amount for Remaining Period to Maturity
From 181 Days
to one Year
$ 706,177
1,076,417
(370,240)
Over
one Year
$969,881
441,171
528,710
Total
Amount for Remaining Period to Maturity
1 to 30 Days
From 31 Days
to 90 Days
From 91 Days
to 180 Days
From 181 Days
to one Year
$4,284,117
$1,395,021
$974,256
$619,656
$ 401,131
4,267,959
1,532,606
885,793
688,615
653,929
16,158
(137,585)
88,463
(68,959)
(252,798)
September 30, 2013
(In Thousands of U.S. Dollars)
Amount for Remaining Period to Maturity
From 181 Days
to one Year
$ 401,131
653,929
(252,798)
Over
one Year
$894,053
507,016
387,037
Total
$5,268,986
5,294,598
(25,612)
Amount for Remaining Period to Maturity
1 to 30 Days
$1,478,624
1,864,615
(385,991)
From 31 Days
to 90 Days
$1,500,040
1,529,186
(29,146)
From 91 Days
to 180 Days
$1,118,377
852,698
265,679
From 181 Days
to one Year
$603,735
682,591
(78,856)
Over
one Year
$568,210
365,508
202,702

Note: This table refers to the total U.S. dollar amounts held by the Bank.

48. CAPITAL MANAGEMENT

The Bank shall include all risks in the capital adequacy assessment according to the “Regulations Governing the Capital Adequacy and Capital Category of Banks”. The Bank makes the capital planning based on the operating plans and budget target approved by the Board of Directors, the developing strategies, capital adequacy, dividend policy and etc. The capital planning, including stress tests and forecasts of capital adequacy, aims to achieve the capital adequacy target and to consolidate the capital structure.

To monitor the capital adequacy, the execution and changes in the parameters of the capital planning are reviewed quarterly by the Bank’s Assets and Liabilities Management Committee. To maintain appropriate capital adequacy, the Bank will find the causes and propose remedial action when the actual capital adequacy might get lower than the target.

The authority classifies banks’ level of capital into different categories based on the common equity tier 1 ratio, Tier 1 capital ratio and total capital adequacy ratio reported by the banks. If a bank’s level of capital is graded “under-capitalized”, “substantially under-capitalized” or “critically under-capitalized”, the authority will take correction measures in accordance with Paragraph 1 to 3 of Article 44-2 of the Banking Law.

F-218

49. SEGMENT INFORMATION

Information provided to the Bank’s and its subsidiaries’ chief operating decision makers for resource allocation and segment performance assessment focuses on nature of operation and profits. Based on IFRS 8—“Operating Segments,” the reportable segments were as follows:

  • a. Individual banking: Mainly includes consumer banking loans such as mortgages, credit loans, car loans, installment, etc.; credit cards; individual deposits; and wealth management;

  • b. Corporate banking: Mainly includes corporate-related business, foreign-currency business and financial market business;

  • c. Others: Any business not included in individual and corporate banking.

The accounting policies of the reportable segments are the same as those stated in Note 4 to the consolidated financial statements.

Segment income and operating results

The income and operating results of the reportable segments of the Bank and its subsidiaries were as follows:

Nine months ended September 30, 2012
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . . . . . . . . . . . . . . . . .
Other net income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Net profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision for possible losses . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment income (loss) before income tax . . . . . . . . . . . . .
Individual
Banking
NT$
$2,799,493
1,644,671
323,446
4,767,610
286,195
3,296,507
$1,757,298
Corporate
Banking
(Including
Overseas
Branches)
NT$
$1,254,591
153,560
1,244,818
2,652,969
133,898
738,045
$2,048,822
Others
NT$
$ (980,688)
113,937
(291,181)
(1,157,932)
167,038
287,278
$(1,278,172)
Total
NT$
$3,073,396
1,912,168
1,277,083
6,262,647
587,131
4,321,830
$2,527,948
Nine months ended September 30, 2013
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . . . . . . . . . . . . . . . . .
Other net income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Net profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision (provision) for possible losses . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment income (loss) before income tax . . . . . . . . . . . . .
$3,122,573
1,749,615
271,132
5,143,320
(16,279)
3,247,481
$1,879,560
$1,382,534
260,919
1,096,949
2,740,402
259,400
756,266
$2,243,536
$ (842,354)
120,912
(58,930)
(780,372)
77,402
313,191
$(1,016,161)
$3,662,753
2,131,446
1,309,151
7,103,350
320,523
4,316,938
$3,106,935

F-219

Nine months ended September 30, 2013
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of provision (provision) for possible losses . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment income (loss) before income tax . . . . . . . . . . . . . . . . .
Individual
Banking
US$
(Note 4)
$105,635
59,189
9,172
173,996
(551)
109,861
$ 63,584
Corporate
Banking
(Including
Overseas
Branches)
US$
(Note 4)
$46,770
8,827
37,109
92,706
8,776
25,584
$75,898
Others
US$
(Note 4)
$(28,496)
4,090
(1,993)
(26,399)
2,618
10,595
$(34,376)
Total
US$
(Note 4)
$123,909
72,106
44,288
240,303
10,843
146,040
$105,106

Geographical information

The Bank and its subsidiaries did not disclose geographical information because the operating income generated from overseas branches was less than 10% of the operating income of the Bank and its subsidiaries.

Major customers information

The Bank and its subsidiaries did not disclose major customers information because revenues from transactions with a single external customer were less than 10% of revenues of the Bank and its subsidiaries.

50. FIRST-TIME ADOPTION OF TAIWAN-IFRSs

  • a. Basis of the preparation of financial information under Taiwan-IFRSs

The Bank and its subsidiaries’ consolidated financial statements for the nine months ended September 30, 2013 not only follows the significant accounting policies stated in Note 4 but also applies the requirements under IFRS 1 “First-time Adoption of IFRS” as the basis for the preparation.

F-220

b. Impact on the transition to Taiwan-IFRSs

The impact on the transition to Taiwan-IFRSs on the consolidated balance sheets and consolidated statements of comprehensive income were as follows:

1) Reconciliation of consolidated balance sheet as of January 1, 2012

ROC GAAP Effect of
Transition to
Taiwan-IFRSs
Effect of
Transition to
Taiwan-IFRSs
Taiwan-IFRSs Note
Item Amount Amount Item
Cash and cash equivalents . . . . . . . . .
Due from the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . .
Financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . .
Available-for-sale financial assets . . .
Held-to-maturity financial assets . . . .
Investments accounted for by the
equity method . . . . . . . . . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . .
Capital stock . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . .
Equity adjustments
Cumulative translation
adjustments . . . . . . . . . . . . . . .
Unrealized valuation gain on
available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$ 6,005,214
86,739,190
13,806,866

850,505
20,855,894
269,460,381
15,674,659
3,927,905
2,474,458
9,293,780
2,884,083
2,943,673
1,905,193

1,633,309
NT$
$ (2,900)


252,233

1,094,919

(729,247)

(2,071)

(249,333)


1,115,762
(1,080,548)
$ 398,815
$ —
303,805
13,093
(195,905)
124,723


(13,093)
690,680
(362,083)
561,220

(9,302)
(145,697)

(7,406)
(162,405)
$ 398,815
NT$
$ 6,002,314
86,739,190
13,806,866
252,233
850,505
21,950,813
269,460,381
14,945,412
3,927,905
2,472,387
9,293,780
2,634,750
2,943,673
1,905,193
1,115,762
552,761
Cash and cash equivalents
Due from the Central Bank and
other banks
Financial assets at fair value through
profit or loss
Derivative financial assets for
hedging
Securities purchased under resale
agreements
Receivables, net
Discounts and loans, net
Available-for-sale financial assets
Held-to-maturity financial assets
Investments accounted for using
equity method
Debt investments with no active
market
Other financial assets, net
Property and equipment, net
Intangible assets, net
Deferred tax assets
Other assets, net
Total
Due to the Central Bank and other
banks
Financial liabilities at fair value
through profit or loss
Derivative financial liabilities for
hedging
Payables
Current tax liabilities
Deposits and remittances
Bank debentures
Other financial liabilities
Provisions
Other liabilities
Total liabilities
Share capital
Capital surplus
Retained earnings
Other equity
Exchange differences on
translating foreign operations
Unrealized gain on available-for-
sale financial assets
Total equity
Total
8) a)
8) 1)
8) b), 8) c)
8) b)
8) d)
8) a), 8) l)
8) c), 8) h), 8) l)
8) l)
8) b)
8) l)
8) f), 8) g), 8) l)
8) l)
8) l)
8) h), 8) l)
8) f), 8) l)
8) e)
8) k)
8) b)
$438,455,110 $438,853,925
$ 11,785,731
4,081,035

4,691,225

369,998,562
20,230,280
2,224,379

789,520
$ 11,785,731
4,384,840
13,093
4,495,320
124,723
369,998,562
20,230,280
2,211,286
690,680
427,437
413,800,732 414,361,952
21,185,604
29,008
3,409,346
12,762
17,658
21,185,604
19,706
3,263,649
12,762
10,252
24,654,378 24,491,973
$438,455,110 $438,853,925

F-221

2) Reconciliation of consolidated balance sheet as of September 30, 2012

ROC GAAP Effect of
Transition to
Taiwan-IFRSs
Effect of
Transition to
Taiwan-IFRSs
Taiwan-IFRSs Note
Item Amount Amount Item
Cash and cash equivalents . . . . . . . . . . .
Due from the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . .
Financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . .
Available-for-sale financial assets . . . .
Held-to-maturity financial assets . . . . .
Investments accounted for by the equity
method . . . . . . . . . . . . . . . . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . .
Capital stock . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . .
Equity adjustments
Cumulative translation
adjustments . . . . . . . . . . . . . . . .
Unrealized valuation loss on
available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$ 5,820,066
81,359,053
16,726,462

16,096,724
19,428,136
280,051,291
11,433,334
1,942,472
2,394,533
11,938,829
3,045,781
2,887,403
1,877,334

1,178,312
NT$
$ (2,900)


199,464

540,128



(2,487)

(196,564)


912,324
(881,699)
$ 568,266
$ —
449,764
10,521
(95,110)
40,292


(10,521)
691,225
(380,550)
705,621

(9,302)
(128,053)


(137,355)
$ 568,266
NT$
$ 5,817,166
81,359,053
16,726,462
199,464
16,096,724
19,968,264
280,051,291
11,433,334
1,942,472
2,392,046
11,938,829
2,849,217
2,887,403
1,877,334
912,324
296,613
8) a)
8) l)
8) b), 8) c)
8) d)
8) a), 8) l)
8) c), 8) h),
8) l)
8) l)
8) b)
8) l)
8) f), 8) g),
8) l)
8) l)
8) l)
8) h), 8) l)
8) f), 8) l)
8) e)
$456,179,730 $456,747,996
$ 15,327,277
4,425,165

6,198,665

377,866,960
23,094,543
2,018,168

822,672
$ 15,327,277
4,874,929
10,521
6,103,555
40,292
377,866,960
23,094,543
2,007,647
691,225
442,122
429,753,450 430,459,071

F-222

3) Reconciliation of consolidated balance sheet as of December 31, 2012

ROC GAAP Effect of
Transition to
Taiwan-IFRSs
Effect of
Transition to
Taiwan-IFRSs
Taiwan-IFRSs Note
8) a)
8) l)
8) c)
8) d)
8) a), 8) l)
8) c), 8) h),
8) l)
8) l)
8) l)
8) f), 8) g),
8) l)
8) l)
8) l)
8) h), 8) l)
8) c), 8) f), 8) l)
8) e)
Item Amount Amount Item
Cash and cash equivalents . . . . . . . . . . .
Due from the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . .
Financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . . .
Securities purchased under resale
agreements . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . .
Discounts and loans, net . . . . . . . . . . . .
Available-for-sale financial assets . . . .
Held-to-maturity financial assets . . . . .
Investments accounted for by the equity
method . . . . . . . . . . . . . . . . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to the Central Bank and other
banks . . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . . . . . . . .
Payables . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . . . . . . .
Bank debentures . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . .
Capital stock . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . .
Equity adjustments
Cumulative translation
adjustments . . . . . . . . . . . . . . . .
Unrealized valuation loss on
available-for-sale financial
assets . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
NT$
$ 5,599,451
82,818,608
16,110,835

23,741,992
20,726,506
280,219,426
11,865,864
2,224,301
2,372,398
10,713,828
3,236,853
2,879,693
1,868,048

1,120,509
NT$
$ (2,900)


180,242

54,676



(3,850)

(177,342)


928,575
(894,437)
$ 84,964
$ —

12,819
(147,806)
113,131


(12,819)
697,845
(410,148)
253,022

(9,302)
(158,756)


(168,058)
$ 84,964
NT$
$ 5,596,551
82,818,608
16,110,835
180,242
23,741,992
20,781,182
280,219,426
11,865,864
2,224,301
2,368,548
10,713,828
3,059,511
2,879,693
1,868,048
928,575
226,072
$465,498,312 $465,583,276
$ 11,674,958
3,745,032

5,708,177

391,933,266
23,072,123
1,920,889

842,522
$ 11,674,958
3,745,032
12,819
5,560,371
113,131
391,933,266
23,072,123
1,908,070
697,845
432,374
438,896,967 439,149,989

F-223

ROC GAAP Amount
US$ (Note 4)
$ 189,427
2,801,712
545,022

803,180
701,167
9,479,683
401,416
75,247
80,257
362,443
109,501
97,419
63,195

37,906
$15,747,575
$ 394,958
126,693

193,105

13,258,906
780,518
64,983

28,502
14,847,665
758,545
1,071
145,865
309
(5,880)
899,910
$15,747,575
Effect of
Transition to
Taiwan-IFRSs
US$ (Note 4)
$ (98)


6,097

1,850



(130)

(5,999)


31,413
(30,258)
$ 2,875
$ —

434
(5,000)
3,827


(434)
23,608
(13,875)
8,560

(315)
(5,370)


(5,685)
$ 2,875
Taiwan-IFRSs
Amount
Item
US$ (Note 4)
$ 189,329
Cash and cash equivalents
2,801,712
Due from the Central Bank
and other banks
545,022
Financial assets at fair value
through profit or loss
6,097
Derivative financial assets
for hedging
803,180
Securities purchased under
resale agreements
703,017
Receivables, net
9,479,683
Discounts and loans, net
401,416
Available-for-sale financial
assets
75,247
Held-to-maturity financial
assets
80,127
Investments accounted for
using equity method
362,443
Debt investments with no
active market
103,502
Other financial assets, net
97,419
Property and equipment, net
63,195
Intangible assets, net
31,413
Deferred tax assets
7,648
Other assets, net
$15,750,450
Total
$ 394,958
Due to the Central Bank and
other banks
126,693
Financial liabilities at fair
value through profit or
loss
434
Derivative financial
liabilities for hedging
188,105
Payables
3,827
Current tax liabilities
13,258,906
Deposits and remittances
780,518
Bank debentures
64,549
Other financial liabilities
23,608
Provisions
14,627
Other liabilities
14,856,225
Total liabilities
758,545
Share capital
756
Capital surplus
140,495
Retained earnings
Other equity
309
Exchange differences on
translating foreign
operations
(5,880)
Unrealized loss on
available-for-sale
financial assets
894,225
Total equity
$15,750,450
Total
Note
Item
Cash and cash equivalents . . . . .
Due from the Central Bank and
other banks . . . . . . . . . . . . . .
Financial assets at fair value
through profit or loss . . . . . . .
Securities purchased under
resale agreements . . . . . . . . .
Receivables, net . . . . . . . . . . . . .
Discounts and loans, net . . . . . .
Available-for-sale financial
assets . . . . . . . . . . . . . . . . . . .
Held-to-maturity financial
assets . . . . . . . . . . . . . . . . . . .
Investments accounted for by
the equity method . . . . . . . . .
Debt investments with no active
market . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . .
Properties . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Due to the Central Bank and
other banks . . . . . . . . . . . . . .
Financial liabilities at fair value
through profit or loss . . . . . . .
Payables . . . . . . . . . . . . . . . . . . .
Deposits and remittances . . . . . .
Bank debentures . . . . . . . . . . . .
Other financial liabilities . . . . . .
Other liabilities . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . .
Capital stock . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . .
Equity adjustments
Cumulative translation
adjustments . . . . . . . . . . . .
Unrealized valuation loss on
available-for-sale financial
assets . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Amount
US$ (Note 4)
$ 189,329
2,801,712
545,022
6,097
803,180
703,017
9,479,683
401,416
75,247
80,127
362,443
103,502
97,419
63,195
31,413
7,648
$15,750,450
$ 394,958
126,693
434
188,105
3,827
13,258,906
780,518
64,549
23,608
14,627
14,856,225
758,545
756
140,495
309
(5,880)
894,225
$15,750,450
8) a)
8) l)
8) c)
8) d)
8) a), 8) l)
8) c), 8) h), 8) l)
8) l)
8) l)
8) f), 8) g), 8) l)
8) l)
8) l)
8) h), 8) l)
8) c), 8) f), 8) l)
8) e)

F-224

  • 4) Reconciliation of the consolidated statement of comprehensive income for the three months ended September 30, 2012
ROC GAAP Effect of
Transition to
Taiwan-IFRSs
Effect of
Transition to
Taiwan-IFRSs
Taiwan-IFRSs Note
Item Amount Amount Item
Interest income . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . . . . .
Net gain on financial assets and
liabilities at fair value through
profit or loss . . . . . . . . . . . . . . . . . .
Net gain on available-for-sale
financial assets . . . . . . . . . . . . . . . .
Investment loss recognized under the
equity method . . . . . . . . . . . . . . . . .
Net foreign exchange loss . . . . . . . . .
Gain on nonperforming receivables
recovered . . . . . . . . . . . . . . . . . . . .
Recovery of written-off credits . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . .
Total noninterest income and gains,
net . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses . . . . . . . . . . .
Operating expenses
Personnel expense . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . .
Income before income tax . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . .
Consolidated net income . . . . . . . . . . . . . .
NT$
$2,458,966
1,412,223
NT$
$ (20,028)
(14,682)
(5,346)
(18,470)
16,592




(289,744)

(291,622)
(296,968)
(301,251)
11,492

(18,470)
(6,978)
11,261
1,900
$ 9,361
NT$
$2,438,938
1,397,541
8) c), 8) j),
8) l)
8) i), 8) j)
8) f)
8) j)
8) l)
8) l)
8) g), 8) h),
8) i)
8) f)
8) c), 8) h)
8) l)
8) l)
8) d)
1,046,743 1,041,397

F-225

  • 5) Reconciliation of the consolidated statement of comprehensive income for the nine months ended September 30, 2012
ROC GAAP Effect of
Transition to
Taiwan-IFRSs
Effect of
Transition to
Taiwan-IFRSs
Taiwan-IFRSs Note
Item Amount Amount
NT$
$7,145,378
4,071,982
3,073,396
1,912,168
785,078
207,391
(69,186)
(5,587)
56,247
188,491

114,649
3,189,251
6,262,647
(587,131)
2,543,469
191,824
1,586,537
4,321,830
2,527,948
272,431
2,255,517
(1,280)
(27,411)
(8,557)
(37,248)
$2,218,269
Item
Interest income . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . . .
Net gain on financial assets and
liabilities at fair value through
profit or loss . . . . . . . . . . . . . . . .
Net gain on available-for-sale
financial assets . . . . . . . . . . . . . .
Investment loss recognized under
the equity method . . . . . . . . . . . .
Net foreign exchange loss . . . . . . .
Net gain on reversal of provision
for asset impairment loss . . . . . .
Gain on nonperforming receivables
recovered . . . . . . . . . . . . . . . . . .
Recovery of written-off credits . . .
Others . . . . . . . . . . . . . . . . . . . . . . .
Total noninterest income and gains,
net . . . . . . . . . . . . . . . . . . . . . . . .
Net profit . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses . . . . . . . . .
Operating expenses
Personnel expense . . . . . . . . . . . . .
Depreciation and amortization . . . .
Others . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . .
Income before income tax . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . .
Consolidated net income . . . . . . . . . . . .
NT$
$7,113,489
4,118,219
NT$
$ 31,889
(46,237)
78,126
(32,311)
29,296
(7,406)
(416)



(1,002,333)

(1,013,170)
(935,044)
(962,342)
36,301

(32,311)
3,990
23,308
5,663
$ 17,645
Interest income
Interest cost
Net interest income
Net service fee income
Net gain on financial assets and
liabilities at fair value through
profit or loss
Net gain on available-for-sale
financial assets
Share of loss of associates
Net foreign exchange loss
Net gain on reversal of
provision for asset
impairment loss
Gain on nonperforming
receivables recovered
Others
Total noninterest income and
gains, net
Net profit
Provision (reversal of provision) for
possible losses and guarantee
reserve
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 period
Other comprehensive income
Exchange differences on
translating foreign operations
Unrealized loss on available-for-
sale financial assets
Share of other comprehensive
loss of associates
Other comprehensive loss for
the period
Total comprehensive income for the
period
8) c), 8) j), 8) l)
8) i), 8) j)
8) f)
8) j)
8) b)
8) d)
8) l)
8) l)
8) g), 8) h), 8) i)
8) f)
8) c), 8) h)
8) l)
8) l)
8) d)
2,995,270

F-226

  • 6) Reconciliation of the consolidated statement of comprehensive income for the year ended December 31, 2012
ROC GAAP Amount
NT$
$9,539,494
5,560,748
3,978,746
2,585,141
1,027,270
310,517
(88,047)
21,830
44,803
289,342
1,274,721
195,753
5,661,330
9,640,076
897,341
3,366,501
253,351
2,195,187
5,815,039
2,927,696
364,323
$2,563,373
Effect of
Transition to
Taiwan-IFRSs
NT$
$ 104,771
(61,628)
166,399
(13,219)
43,346
(7,406)
(1,328)



(1,274,721)
(45,240)
(1,298,568)
(1,132,169)
(1,155,087)
48,876

(13,219)
35,657
(12,739)
(131)
$ (12,608)
Taiwan-IFRSs
Item
Interest income
Interest cost
Net interest income
Net service fee income
Net gain on financial assets and
liabilities at fair value
through profit or loss
Net gain on available-for-sale
financial assets
Share of loss of associates
Net foreign exchange gain
Net gain on reversal of
provision for asset
impairment loss
Gain on nonperforming
receivables recovered
Other general and
administrative expenses
Total noninterest income and
gains, net
Net profit
Provision (reversal of provision) for
possible losses and guarantee
reserve
Employee benefits expense
Depreciation and amortization
Others
Total operating expenses
Income before income tax
Income tax expense
Net income for the period
Other comprehensive income
Exchange differences on
translating foreign operations
Unrealized loss on available-
for-sale financial assets
Share of other comprehensive
loss of associates
Other comprehensive loss for
the period
Total comprehensive income for the
period
Note
Item
Interest income . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . .
Noninterest income and gains, net
Net service fee income . . . . . . . . .
Net gain on financial assets and
liabilities at fair value through
profit or loss . . . . . . . . . . . . . . . .
Net gain on available-for-sale
financial assets . . . . . . . . . . . . . .
Investment loss recognized by the
equity method . . . . . . . . . . . . . .
Net foreign exchange gain . . . . . . .
Net gain on reversal of provision
for asset impairment loss . . . . . .
Gain on nonperforming
receivables recovered . . . . . . . .
Recovery of written-off credits . . .
Others . . . . . . . . . . . . . . . . . . . . . .
Total noninterest income and
gains, net . . . . . . . . . . . . . . . . . .
Net profit . . . . . . . . . . . . . . . . . . . . . . . .
Provision for possible losses . . . . . . . . .
Operating expenses
Personnel expense . . . . . . . . . . . . .
Depreciation and amortization . . .
Others . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . .
Income before income tax . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . .
Consolidated net income . . . . . . . . . . . .
Amount
NT$
$9,644,265
5,499,120
4,145,145
2,571,922
1,070,616
303,111
(89,375)
21,830
44,803
289,342

150,513
4,362,762
8,507,907
(257,746)
3,415,377
253,351
2,181,968
5,850,696
2,914,957
364,192
2,550,765
(3,631)
(172,637)
(11,866)
(188,134)
$2,362,631
8) c), 8) j),
8) l)
8) i), 8) j)
8) f)
8) j)
8) b)
8) d)
8) l)
8) c)
8) l)
8) g), 8) h),
8) i)
8) f)
8) c), 8) h)
8) l)
8) l)
8) d), 8) l)

F-227

7) The elected exemptions under IFRS 1

IFRS 1 establishes the procedures for the Bank and its subsidiaries’ first consolidated financial statements prepared in accordance with Taiwan-IFRSs. According to IFRS 1, the Bank and its subsidiaries are required to determine the accounting policies under Taiwan-IFRSs and retrospectively apply those accounting policies in its opening balance sheet at the date of transition to Taiwan-IFRSs, January 1, 2012; except for optional exemptions and mandatory exceptions to such retrospective application provided under IFRS 1.

The Bank and its subsidiaries retrospectively apply those accounting policies such as deemed cost and cumulative translation differences except for the following main exemptions. There were no differences after the retrospective adjustment.

The major optional exemptions the Bank and its subsidiaries adopted are summarized as follows:

Business combinations

The Bank and its subsidiaries elected not to apply IFRS 3—“Business Combinations” retrospectively to business combinations that occurred before the date of transition. Therefore, in the opening balance sheet, the amount of assets and liabilities related to past business combinations remains the same compared with the one under ROC GAAP as of December 31, 2011.

The exemption of not elected to apply IFRS 3—“Business Combinations” also applied to investments in associates acquired in the past.

Employee benefits

The Bank and its subsidiaries elected to recognize all cumulative actuarial gains and losses in retained earnings as of the date of transition to Taiwan-IFRSs.

Compound financial instruments

As the liability component was no longer outstanding at the date of transition to TaiwanIFRSs, the Bank and its subsidiaries elected not to split the compound financial instruments issued before the date of transition to Taiwan-IFRSs into separate retained earnings and equity component.

The effect of the abovementioned optional exemptions elected by the Bank and its subsidiaries was stated in item 8) below.

  • 8) Explanations of significant reconciling items in the transition to Taiwan-IFRSs

Material differences between the accounting policies under ROC GAAP and the accounting policies adopted under Taiwan-IFRSs were as follows:

  • a) Time deposits with a maturity of more than three months

Under ROC GAAP, cash and cash equivalents include cash on hand, demand deposits, checking deposits, time deposits and certificates of deposit which can be redeemed or sold immediately without any loss of principal. Under Taiwan-IFRSs, cash equivalents

F-228

are investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. Therefore, only short-term investments that have a maturity of three months or less from the date of acquisition normally meet the definition of cash equivalents under Taiwan-IFRSs. Thus, time deposits with a maturity of more than three months are reclassified as other financial assets on Taiwan-IFRSs transition.

As of January 1, 2012, September 30, 2012 and December 31, 2012, the Bank and its subsidiaries reclassified the time deposits with a maturity of more than three months of NT$2,900 thousand (approximately US$98 thousand) to other financial assets.

b) Regular way transactions

Before applying IFRSs, the Bank applies settlement date accounting to government bonds and trade date accounting to the rest of its financial assets when recording financial asset transactions. Under IFRSs, trade date accounting or settlement date accounting should be applied consistently to all purchases and sales of financial assets that belong to the same category of financial assets. The Bank applies trade date accounting to all regular way purchase or sale of financial assets. As of January 1, 2012, accounts receivable increased by NT$1,033,052 thousand; available-for-sale financial assets decreased by NT$729,247 thousand; financial liabilities at fair value through profit or loss increased by NT$303,805 thousand; and other equity decreased by NT$7,406 thousand. As of September 30, 2012, accounts receivable and financial liabilities at fair value through profit or loss all increased by NT$449,764 thousand. As of December 31, 2012, no adjustments should be made. For the nine months ended September 30, 2012 and for the year ended December 31, 2012, realized gain on available-for-sale financial assets decreased by NT$7,406 thousand.

c) Acquired receivables

Under ROC GAAP, receivables acquired by an asset management company are accounted for by the cost recovery method. Income shall not be recognized to the extent that the amounts received exceed the carrying amount of the acquired receivables. Under Taiwan-IFRSs, acquired receivables are measured at amortized cost. Interest income is recognized using the effective interest method over the relevant period.

As of January 1, 2012, September 30, 2012, and December 31, 2012, accounts receivables increased by NT$61,867 thousand, NT$90,364 thousand, and NT$54,676 thousand (approximately US$1,850 thousand), respectively; deferred tax assets decreased by NT$10,517 thousand, NT$15,362 thousand, and NT$9,295 thousand (approximately US$314 thousand), respectively; and deferred tax liabilities increased by NT$9,613 thousand, NT$10,686 thousand, and NT$8,405 thousand (approximately US$284 thousand), respectively. For the three months ended September 30, 2012, the interest income and income tax expense increased by NT$9,573 thousand and NT$1,628 thousand, respectively. For the nine months ended September 30, 2012, the interest income and income tax expense increased by NT$28,498 thousand and NT$4,845 thousand, respectively. For the year ended December 31, 2012, the interest income increased by NT$38,049 thousand, income tax expense decreased by NT$1,222 thousand, and noninterest income and gains—others decreased by NT$45,240 thousand.

d) Investments accounted for using equity method

To comply with the requirements of Taiwan-IFRSs, the Bank and its subsidiaries’ associates accounted for using equity method have also assessed the material differences between previous accounting policies under ROC GAAP and the accounting policies adopted under Taiwan-IFRSs.

F-229

As of January 1, 2012, September 30, 2012, and December 31, 2012, investments accounted for using equity method decreased by NT$2,071 thousand, NT$2,487 thousand, and NT$3,850 thousand (approximately US$130 thousand), respectively, to comply with the requirements of Taiwan-IFRSs. For the three months ended September 30, 2012, the share of other comprehensive loss of associates increased by NT$2,611 thousand. For the nine months ended September 30, 2012, the share of loss of associates and the share of other comprehensive loss of associates increased by NT$416 thousand and NT$8,557 thousand, respectively. For the year ended December 31, 2012, the share of loss of associates and the share of other comprehensive loss of associates increased by NT$1,328 thousand and NT$451 thousand, respectively.

e) Capital surplus arising from investments accounted for using equity method

Under ROC GAAP, when an investor subscribes for its investee’s newly issued shares at a percentage different from its percentage of ownership in the investee, the investor records the change in its equity in the investee’s net assets as an adjustment to investments, with a corresponding amount credited or charged to capital surplus. In compliance with the “Questions and Answers on IFRSs adoption” issued by the Taiwan Stock Exchange, the Bank reclassified such capital surplus to retained earnings. As a result, the capital surplus decreased by NT$9,302 thousand (approximately US$315 thousand) as of January 1, 2012, September 30, 2012, and December 31, 2012, respectively.

f) Customer loyalty programmes

Under ROC GAAP, the liabilities arising from reward points are recognized when the reward points are granted. Under IFRIC 13—“Customers Loyalty Programmes”, some of the consideration received is allocated to award credits. The consideration allocated to the award credits should be measured by reference to their fair value and recognized as income when the obligations to supply the award is fulfilled.

As of January 1, 2012, September 30, 2012, and December 31, 2012, payables decreased by NT$106,517 thousand, NT$92,336 thousand, and NT$73,244 thousand (approximately US$2,478 thousand), respectively; other liabilities—deferred revenue increased by NT$106,517 thousand, NT$92,336 thousand, and NT$73,244 thousand (approximately US$2,478 thousand), respectively. For the three months ended September 30, 2012, other general and administration expenses and service fee income decreased by NT$18,470 thousand. For the nine months ended September 30, 2012, other general and administration expenses and service fee income decreased by NT$32,311 thousand. For the year ended December 31, 2012, other general and administration expenses and service fee income decreased by NT$13,219 thousand.

g) Employee benefits—short-term accumulating compensated absences

ROC GAAP does not address the treatment of compensated absences. Companies usually recognize the cost when absences actually occur. Under Taiwan-IFRSs, such cost is recognized when employees render services that increase their entitlement to future compensated absences.

As of January 1, 2012, September 30, 2012, and December 31, 2012, accrued expenses increased by NT$35,335 thousand, NT$37,518 thousand, and NT$38,569 thousand (approximately US$1,305 thousand), respectively, to comply with the accounting treatment of short-term accumulating compensated absences. The salaries and bonus

F-230

decreased by NT$85 thousand for the three months ended September 30, 2012, increased by NT$2,182 thousand for the nine months ended September 30, 2012, and increased by NT$3,234 thousand for the year ended December 31, 2012.

h) Employee benefits—actuarial gains and losses on the defined benefit plan

In compliance with IAS 19—“Employee Benefits” and IFRS 1—“First-time Adoption of International Financial Reporting Standards,” the Bank had revalued its defined benefit plan and recognized actuarial gains and losses immediately. As a result, accrued pension liabilities and deferred tax assets increased by NT$212,468 thousand and NT$36,119 thousand, respectively, as of January 1, 2012. As of September 30, 2012 and December 31, 2012, accrued pension liabilities increased by NT$207,653 thousand and NT$206,048 thousand (approximately US$6,971 thousand), respectively; deferred tax assets increased by NT$35,301 thousand and NT$35,028 thousand (approximately US$1,185 thousand), respectively. For the three months ended September 30, 2012, pension cost decreased by NT$1,605 thousand and income tax expense increased by NT$273 thousand. For the nine months ended September 30, 2012, pension cost decreased by NT$4,815 thousand and income tax expense increased by NT$819 thousand. For the year ended December 31, 2012, pension cost decreased by NT$6,420 thousand and income tax expense increased by NT$1,091 thousand.

  • i) Employee benefits—employees’ savings accounts with preferential interest rate

In compliance with IAS 19—“Employee Benefits” and “Regulations Governing the Preparation of Financial Reports by Public Banks,” the preferential interest rate costs in excess of the market interest rate costs is recognized as employee benefits expense.

For the three months ended September 30, 2012 and for the nine months ended September 30, 2012, the Bank and its subsidiaries reclassified interest cost of NT$13,181 thousand and NT$38,933 thousand, respectively, the preferential interest rate in excess of the market interest rate, to employee benefits expense. For the year ended December 31, 2012, the Bank and its subsidiaries reclassified interest cost of NT$52,062 thousand, the preferential interest rate in excess of the market interest rate, to employee benefits expense.

  • j) Interest income and cost derived from financial instruments at fair value through profit and loss (FVTPL)

Under Taiwan-IFRSs, items in the statement of other comprehensive income are classified on the basis of their nature; thus, interest income and cost derived from financial instruments at FVTPL should be reclassified as gain or loss on financial instruments at FVTPL.

For the three months ended September 30, 2012 and for the nine months ended September 30, 2012, gain on financial assets and liabilities at FVTPL increased by NT$16,592 thousand and NT$29,296 thousand, respectively; the interest income decreased by NT$18,093 thousand and NT$36,600 thousand, respectively; and the interest cost decreased by NT$1,501 thousand and NT$7,304 thousand, respectively. For the year ended December 31, 2012, gain on financial assets and liabilities at FVTPL increased by NT$43,346 thousand, the interest income decreased by NT$52,912 thousand, and the interest cost decreased by NT$9,566 thousand.

F-231

k) Reconciliation of retained earnings

The retained earnings under IFRSs as of January 1, 2012 decreased by NT$145,697 thousand compared with those under ROC GAAP, mainly resulted from (a) an increase of NT$7,406 thousand in regular way transactions; (b) an increase of NT$51,350 thousand in acquired receivables; (c) a decrease of NT$2,071 thousand in investments accounted for by the equity method; (d) an increase of NT$9,302 thousand in capital surplus arising from equity-method investments; (e) a decrease of NT$35,335 thousand in employee benefits—short-term accumulating compensated absences; and (f) a decrease of NT$176,349 thousand in employee benefits—actuarial gains and losses of the defined benefit plan.

  • l) Differences in presentation

In compliance with the Regulations Governing the Preparation of Financial Reports by Public Banks, effective 2013, certain line items in the balance sheet and the statement of comprehensive income will be presented in accordance with Taiwan-IFRSs on and after the date of transitions to IFRS.

  • 9) Reconciliation of consolidated statement of cash flows.

Under ROC GAAP, interest paid and received and dividends received are classified as operating activities, while dividends paid are classified as financing activities. Additional disclosure is required for interest paid when reporting cash flow using indirect method. Under IAS 7—“Statement of Cash Flows”, cash flows from interest and dividends received and paid shall be classified in a consistent manner from period to period as operating, investing or financing activities. Therefore, interest received and paid and dividends received by the Bank and its subsidiaries’ of NT$7,215,995 thousand, NT$3,869,580 thousand, and NT$58,250 thousand, respectively, for the nine months ended September 30, 2012, were presented separately at the date of transition to Taiwan-IFRSs.

Except for the above differences, there are no other significant differences between ROC GAAP and Taiwan-IFRSs in the consolidated statement of cash flows.

51. ADDITIONAL DISCLOSURES

  • a. Following are the additional disclosures required by the Securities and Futures Bureau for the Bank and its investees:

  • 1) Financings provided: Nil

  • 2) Endorsement/guarantee provided: Nil

  • 3) Marketable securities held: Table 1 (attached)

  • 4) Marketable securities acquired and disposed of at cost or prices at least NT$300 million or 10% of the paid-in capital: Nil

  • 5) Acquisition of individual real estate at cost of at least NT$300 million or 10% of the paid-in capital: Nil

F-232

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 10% of the paid-in capital: Nil

  • 7) Service charge discounts on transactions with related parties in aggregated amount of at least NT$5 million: Nil

  • 8) Receivables from related parties amounting to at least NT$300 million or 10% of the paid-in capital: Nil

  • 9) Sale of nonperforming loans: Nil

  • 10) Related information of investees on which the Bank and its subsidiaries exercises significant influence: Not applicable

  • 11) Derivative transactions: Notes 8, 9 and 46

  • 12) Intercompany relationships and significant intercompany transactions: Table 2 (attached)

  • 13) The type and related information of any securitization product that has been approved in accordance with the Financial Asset Securitization Act or the Real Estate Securitization Act: Nil

  • b. Information about branches and investments in mainland China: Nil

F-233

TABLE 1

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD SEPTEMBER 30, 2013 (In Thousands)

Security Issuer’s Relationship September 30, 2013 Type and Issuer with the Financial Market Value Holding of Securities Holding Statement Shares/Units Carrying Percentage of or Net Asset Company Held Company Account (In Thousands) Amount Ownership Value Note Common stock Investment Far Eastern Asset Yuan Long accounted for $795,284 $795,284 Management Stainless Steel Equity-method using equity (approximately (approximately Co., Ltd. . . . . . . Co., Ltd. investee method 98,000 US$26,904) 49.00 US$26,904)

TABLE 2

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS NINE MONTHS ENDED SEPTEMBER 30, 2013 (In Thousands)

No.
(Note a)
Company Name Counterparty Flow of Transaction Tran saction Details
Financial Statement
Account
A mount Terms Percentage of
Consolidated
Net Profit or
Consolidated Total
Assets
(Note b)
NT$ US$ (Note 4)
0
1
2
3
4
5
Far Eastern International Bank
Ltd.
Far Eastern Asset Management
Co., Ltd.
Far Eastern Life Insurance
Agency Co., Ltd.
Far Eastern Property Insurance
Agency Co., Ltd.
Far Eastern International
Securities Co., Ltd.
Far Eastern Insurance Brokerage
Co., Ltd.
Far Eastern Asset Management Co., Ltd.
Far Eastern Life Insurance Agency Co., Ltd.
Far Eastern Life Insurance Agency Co., Ltd.
Far Eastern Life Insurance Agency Co., Ltd.
Far Eastern Property Insurance Agency Co.,
Ltd.
Far Eastern Property Insurance Agency Co.,
Ltd.
Far Eastern International Securities Co., Ltd.
Far Eastern Insurance Brokerage Co., Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Securities Co., Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern International Bank Ltd.
Far Eastern Life Insurance Agency Co., Ltd.
Far Eastern International Bank Ltd.
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From parent company to subsidiary
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to subsidiary
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to parent company
From subsidiary to subsidiary
From subsidiary to parent company
Deposits and
remittances
$ 29,663
Deposits and
remittances
197,846
Service fee income
221,346
Interest cost
1,468
Deposits and
remittances
17,089
Service fee income
4,242
Deposits and
remittances
86,139
Deposits and
remittances
2,161
Cash and cash
equivalents
29,663
Cash and cash
equivalents
197,846
Advertising expenses
221,346
Interest income
1,468
Advertising expenses
2,869
Cash and cash
equivalents
17,089
Advertising expenses
4,242
Cash and cash
equivalents
86,139
Service fee income
2,869
Cash and cash equivalents
2,161
$1,003
6,693
7,488
50
578
144
2,914
73
1,003
6,693
7,488
50
97
578
144
2,914
97
73
Note c
Note c
Note c
Note c
Note c
Note c
Note c
Note c









0.01
0.04
3.12
0.02

0.06
0.02

0.01
0.04
3.12
0.02
0.04

0.06
0.02
0.04

Note a: Transacting parties are identified as follows: Number 0 - parent company; and number 1 and the following numbers - subsidiaries.

Note b: The ratio is calculated as follows: For asset and liability accounts = Transaction amount/Consolidated total assets; and for income and expenses = Transaction amount/Consolidated net profit.

Note c: The terms of intercompany transactions are not significantly different from those to third parties.

APPENDIX A—THE SECURITIES MARKETS OF THE ROC

The information presented in this section has been extracted from publicly available documents which have not been prepared or independently verified by us, the Initial Purchasers or any of our respective affiliates or advisors in connection with this offering. References to the FSC in this section include both ROC Securities and Futures Commission and the ROC Securities and Exchange Commission, the predecessors of the Securities and Futures Bureau of the FSC.

In September 1960, the ROC government established the ROC Securities and Exchange Commission to supervise and control all aspects of the existing domestic securities market and the TWSE began to take shape soon thereafter. In the 1970s and the early 1980s, the ROC government implemented a number of steps designed to upgrade the quality and importance of the ROC securities markets, such as encouraging listing on the TWSE and establishing an over-the-counter securities exchange. In the mid-1980s, the ROC government began to revise its laws and regulations in a manner designed to facilitate the gradual internationalization of the ROC securities markets. In 1997, the ROC Securities and Exchange Commission was renamed the ROC Securities and Futures Commission. On July 1, 2004, the ROC Securities and Futures Commission was renamed the ROC Securities and Futures Bureau (‘‘ROC SFB’’) and was reassigned to the jurisdiction of a new regulatory body under the Executive Yuan, namely the Financial Supervisory Commission, or the FSC.

The TWSE

In 1961, the ROC SFB, working together with private interests, established the TWSE to provide a marketplace for securities trading. The TWSE is a corporation owned by government-controlled and private banks and enterprises. The TWSE is independent of the entities transacting business through it, each of which pays to the TWSE a user’s fee. Subject to limited exceptions, all transactions in listed securities by brokers, traders and integrated securities firms (firms which are permitted to combine the activities of brokerage, dealing and underwriting) must be made through the TWSE.

The TWSE commenced operations in 1962 and during the remainder of the 1960’s grew at a slow pace, largely due to lack of experience among issuers and investors and an unwillingness on the part of ROC businesses to offer their shares to the public. During the early 1980’s, the ROC SFB more actively encouraged new listings on the TWSE and the number of listed companies grew from 119 in 1983 to 809 as of December 31, 2012. As of December 31, 2012 the total market value of shares listed on the TWSE was approximately NT$21.4 trillion.

Historically the ROC companies have listed only common shares and bonds. However, the FSC has encouraged companies to list other types of securities. In 1988, the Ministry of Finance permitted the issue of the ROC’s first exchangeable bonds (such bonds being exchangeable at the option of the bondholders into shares of companies owned by the issuers). Since 1989, there have been offerings of domestic convertible bonds and convertible preferred shares. In addition, beneficiary units evidencing beneficiary interests in closed-end investment funds and bonds issued by super-national financial institutions are also listed on the TWSE and traded on the ROC GreTai Securities Market, or GTSM (formerly the Over-The-Counter Securities Exchange, or the OTC Exchange) (see below). The FSC has promulgated regulations that would permit foreign issuers to list their equity securities or Taiwan depositary receipts evidencing their equity securities on the TWSE. The TWSE has established specific requirements for listing mainly based on the number and distribution of a company’s shareholders, years in existence, amount of paid-in capital and profitability. However, special listing criteria apply to technology companies and key business engaging in national economic development.

A-1

The following table shows for the periods indicated information relating to the TWSE Index.

Period
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
No. of Listed
Companies
at Period
End
375
404
437
462
531
584
638
669
697
691
688
698
718
741
758
790
801
838
Stock
Trading
Values
(in NT$
billions)
12,907.6
37,241.2
29,619.0
29,291.0
30,526.6
18,354.9
21,874.0
20,333.2
23,875.4
18,818.9
23,900.4
33,043.9
26,115.4
29,680.5
28,218.7
26,197.4
20,238.2
18,940.9
Index High
6,982.81
10,116.84
9,277.09
8,608.91
10,202.20
6,104.20
6,462.30
6,142.32
7,034.10
6,575.53
7,823.72
9,809.88
9,295.20
8,188.11
8,972.50
9,145.35
8,144.04
8,623.43
Index Low
4,690.22
6,820.35
6,251.38
5,475.00
4,614.60
3,446.30
3,850.04
4,139.50
5,316.87
5,632.97
6,257.80
7,344.56
4,089.93
4,242.61
7,071.67
6,633.33
6,894.66
7,616.64
Index at
Period End
6,933.94
8,187.27
6,418.43
8,448.84
4,739.09
5,551.24
4,452.45
5,890.69
6,139.69
6,548.34
7,823.70
8,506.28
4,592.22
8,188.11
8,972.50
7,072.08
7,699.50
8,611.51

Source: TWSE .

As indicated above, the performance of the TWSE has in recent years been characterized by extreme price volatility.

The GTSM

To complement the TWSE, the GTSM was established in September 1982 on the initiative of the FSC to encourage the trading of securities of companies who do not qualify for listing on the TWSE. As of December 31, 2012, the market capitalization of companies listed on the GTSM was approximately NT$1.7 trillion.

The GTSM has established specific requirements for trading securities on the GTSM based on the history of a company, the number and distribution of a company’s shareholders, amount of capital and profitability.

Price Limits, Commissions, Transaction Tax and other Matters

The TWSE has placed limits on block trading and on the range of daily price movements. Transactions that involve 500 or more trading lots, that is 500,000 shares, of one class of securities, or trading amount exceeding NT$15 million for one class of securities or securities of five or more different classes and trading amounts exceeding NT$15 million must be registered and executed under TWSE block trade guidelines. Except for initial publically offered shares within certain period of time as provided in accordance with the TWSE rules, fluctuations in the price of securities traded on the TWSE is restricted to 7.0% above and below the previous day’s closing price in the case of equity securities, and 7.0% in the case of convertible bonds. However, the FSC has modified these restrictions from time to time based on market conditions.

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Securities brokers may set the brokerage commission at any rate subject to reporting to the TWSE, and, if the rate is higher than 0.1425% of the transaction price, shall notify their customers of the rate in advance.

A securities transaction tax of 0.3% of the transaction price is payable by the seller of equity securities. This securities transaction tax is withheld at the time of the transaction. No securities transaction tax will be imposed on the transfer of corporate bonds until December 31, 2016. Sales of shares of listed companies on the TWSE are generally sold in round lots of 1,000 shares. Investors who desire to sell less than 1,000 shares of a listed company occasionally experience delays in making these sales.

Regulation and Supervision

The FSC has extensive regulatory authority over companies listed on the TWSE, companies listed on the GTSM and unlisted public issuing companies generally. Such companies are generally required to obtain approval from, or register with, the FSC for all securities offerings. The FSC has promulgated regulations requiring, unless otherwise exempted, periodic reporting of financial and operating information by all public companies. In addition, the FSC is responsible for the establishment of standards for financial reporting and carries out licensing and supervision with respect to the other participants in the ROC securities market.

The FSC has responsibility for implementation of the Securities and Exchange Law and for overall administration of governmental policies in the ROC securities market. It has extensive regulatory authority over the offering, issue and trading of securities. In addition, the Securities and Exchange Law specifically empowers the FSC to promulgate rules under certain circumstances. The Securities and Exchange Law prohibits market manipulation. It permits an issuer to recover certain short-term trading profits made through purchases and sales within six months by directors, managerial personnel, supervisors, as well as the spouses, minor children and nominees of these parties, and shareholders (together with their spouses, minor children and nominees) holding more than 10% of the issued shares of the issuer. The Securities and Exchange Law prohibits trading of equity or debt securities by “insiders” based on non-public information that materially affects the price movements of equity securities or the issuer’s ability to repay the principal amount or interest of the debt securities, after the information is precise, prior to publication of such information and within 18 hours after publication of such information. Pursuant to the Securities and Exchange Law, the term “insiders” includes:

  • directors, supervisors, managerial personnel, as well as the spouses, minor children and nominees of these parties, and shareholders (together with their spouses, minor children and nominees) who hold more than 10% of the outstanding shares of the issuer and any individual designated by a governmental or corporate director or supervisor to act on its behalf;

  • any person who has learned material, non-public information due to occupational or controlling relationship with the issuer;

  • any person who has discharged from the status or position in the first and second bullet points for less than six months; and

  • any person who has learned material, non-public information from any of the above.

Sanctions include prison terms. In addition, damages may be awarded to persons injured by the transaction. Notwithstanding these regulatory requirements, there have been recurring press reports on insider trading and manipulation of stock prices in the ROC.

The Securities and Exchange Law also imposes criminal liability on certified public accountants and lawyers who make false certifications in their examination and audit of an issuer’s contracts, reports and other evidentiary documents that are related to securities transactions. The FSC regulations require that financial reports of listed companies be audited by accounting firms consisting of at least three certified public accountants and be signed by at least two certified public accountants.

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In addition, the Securities and Exchange Law provides for civil liability for material misstatements or omissions made by issuers and regulation of tender offers. The FSC does not have criminal or civil enforcement powers under the Securities and Exchange Law. Criminal actions may be pursued only by the district prosecutors located in the district where the defendant is domiciled or where the violation occurred. Under ROC law, civil actions may only be brought by plaintiffs who assert that they have suffered damage. The FSC is directly empowered to curb abuses and violations of applicable laws and regulations only through administrative measures such as the issuance of warnings, temporary suspension of operation, imposition of administrative fines and revocation of licenses.

In addition to providing a market for securities trading, the TWSE has primary responsibility for reviewing applications by ROC issuers to list securities on the TWSE. In addition, the FSC reviews all securities offerings by listed companies. If issuers of listed securities violate relevant laws and regulations or encounter significant difficulties, the TWSE may, with the approval of the FSC, delist the securities of these issuers.

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APPENDIX B—FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN THE ROC

The information presented in this section has been extracted from publicly available documents which have not been prepared or independently verified by us, the Initial Purchasers or any of our respective affiliates or advisors in connection with this offering.

General

Historically, foreign investments in the securities market of Taiwan were restricted. However, beginning in 1983, the Taiwan government has from time to time enacted legislation and adopted regulations to make foreign investment in the Taiwan securities market possible.

Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals (the “Foreign Regulations”), which was approved by the Executive Yuan on May 26, 1983 and has been amended from time to time, and the Regulations Governing Mainland China Investors’ Securities Investments and Futures Trading in Taiwan (the “PRC Regulations”), which was announced by the FSC on April 30, 2009, are two of the major regulations governing foreign investment in securities and future trading in Taiwan.

Under the Foreign Regulations, foreign investors (other than PRC persons) are classified as either “onshore foreign investors” or “offshore foreign investors” according to their respective geographical location. Unless otherwise specified in the laws and regulations, both onshore and offshore foreign investors are allowed to invest in ROC securities after they register with the TWSE. The Foreign Regulations further classify foreign investors into foreign institutional investors and foreign individual investors. “Foreign institutional investors” refer to those investors incorporated and registered in accordance with foreign laws outside of the ROC (i.e., offshore foreign institutional investors) or their branches set up and recognized within the ROC (i.e., onshore foreign institutional investors). Offshore overseas Chinese and foreign individual investors may be subject to a maximum investment ceiling as separately determined by the FSC after consultation with the CBC.

Currently, there is no maximum investment ceiling for offshore overseas Chinese and foreign individual investors. On the other hand, foreign institutional investors are not subject to any ceiling for investment in the ROC securities market.

In the past, PRC persons were prohibited from investing, whether directly or indirectly, in the ROC. On April 30, 2009, the FSC promulgated the PRC Regulations allowing PRC institutional investors that meet the qualifications imposed by PRC securities regulators for Qualified Domestic Institutional Investors (“QDII”) and certain other PRC persons to invest in securities of ROC companies.

The total investment amount allowed to be remitted into Taiwan by QDIIs cannot exceed US$500 million. The custodians of each QDII must apply with the TWSE for the remittance amount of the QDII, which cannot exceed US$100 million for each QDII. In addition, QDIIs are currently prohibited from investing in certain industries, and their investment in a given company is restricted to a certain percentage pursuant to a list promulgated by the FSC and relevant authorities and amended from time to time (including banking industry that we currently operate). For a QDII to make investment in a financial institution, such as us, each QDII shall not hold 5% or more of the issued shares of our Company and all PRC investors (including QDIIs), in aggregate, shall not hold 10% or more of the issued shares of our Company.

Foreign Investment Approval

In addition to investments permitted under the Foreign Regulations and PRC Regulations, foreign investors (other than PRC persons) who wish to make (i) direct investments in the shares of ROC private companies or (ii) investment in 10% or more of the equity interest of an ROC company listed on the TWSE or the GTSM in any single transaction and PRC investors who wish to make (i) direct investment in the shares of ROC private companies or (ii) investments, individually or aggregately, in 10% or more (or other percentage applicable to

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certain restricted industries) of the equity interest of an ROC company listed on the TWSE or the GTSM in certain industries on the Positive List, as promulgated by the Executive Yuan are required to submit an investment approval application to the Investment Commission of the ROC Ministry of Economic Affairs (“MOEA”) or other government authority. The Investment Commission or such other government authority reviews investment approval application and approves or disapproves each application after consultation with other governmental agencies (such as the CBC and the FSC). PRC investors other than QDII, unless with approval from the Investment Commission of the MOEA are prohibited from making investments in an ROC company listed on the TWSE or the GTSM if the investment is less than 10% (or other percentage applicable to certain restricted industries) of the equity interest of such ROC company. Under current law, any non-ROC person possessing an investment approval may remit capital for the approved investment and is entitled to repatriate annual net profits, interest and cash dividends attributable to such investment. Dividends attributable to such investment may be repatriated upon submitting certain required documents to the remitting bank, and investment capital and capital gains attributable to such investment may be repatriated after approvals of the Investment Commission or other authorities have been obtained.

In addition to the general restriction against direct investment by foreign investors in securities of ROC companies, foreign investors are currently prohibited from investing in certain industries in the ROC pursuant to a Negative List, as amended by the Executive Yuan. The prohibition on foreign investment in the prohibited industries specified in the Negative List is absolute in the absence of specific exemption from the application of the Negative List. Pursuant to the Negative List, certain other industries are restricted so that foreign investors may invest in such industries only up to a specified level and with the specific approval of the relevant competent authority which is responsible for enforcing the relevant legislation which the Negative List is intended to implement.

On the other hand, in addition to the general restriction against direct investment by PRC investors in securities of ROC companies, PRC investors may only invest in certain industries in the Positive List, as promulgated by the Executive Yuan. A PRC investor (other than QDII) to make an investment in an ROC bank, such as us, should be a PRC bank meeting certain criteria and obtaining relevant approvals and the total investment in such ROC bank shall not exceed 5% of its total issued and outstanding voting shares. Additionally, PRC investors (including QDIIs) in the aggregate shall not hold 10% or more of such ROC bank’s issued and outstanding voting shares. In addition, PRC investor who wishes to be elected as an ROC company’s director or supervisor shall also submit an investment approval application to the Investment Commission of the MOEA or other government authority for approval.

Depositary Receipts

In April 1992, the ROC SFB began allowing Taiwan companies listed on the TWSE to sponsor the issuance and sale of depositary receipts evidencing shares of its capital stock. In December 1994, the ROC Ministry of Finance began allowing companies whose shares are traded on the GTSM also to sponsor the issuance and sale of depositary receipts evidencing depositary shares representing shares of its capital stock. Approvals for these issuances are still required. On October 24, 2002, the ROC SFB began allowing public companies that are not listed on the TWSE and the GTSM to sponsor the issuance and sale of depositary receipts by way of private placement outside the ROC. Immediately after the issuance of a depositary receipt (if the deposited shares are existing shares) or after the shares are issued and delivered (if the deposited shares are new shares), a holder of the depositary receipt may request the depositary to cause the underlying shares to be sold in Taiwan and to distribute the proceeds of the sale to or to withdraw the shares and deliver the shares to the depositary receipt holder.

Under existing laws and regulations relating to foreign exchange control, a depositary or a holder of depositary receipts may, without obtaining further approvals from the CBC or any other governmental authority or agency of the ROC, convert NT dollars into other currencies, including U.S. dollars, in respect of the following: (1) proceeds of the sale of shares represented by depositary receipts, (2) proceeds of the sale of shares received as stock dividends and deposited into the depositary receipt facility and (3) any cash dividends or cash distributions received. In addition, a depositary, also without any of these approvals, may convert inward

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remittances of payments into NT dollars for purchases of underlying shares for deposit into the depositary receipt facility against the creation of additional depositary receipts. A depositary may be required to obtain foreign exchange approval from the CBC on a payment-by-payment basis for conversion from NT dollars into foreign currencies relating to the sale of subscription rights for new shares if the proceeds are in excess of US$100,000 per remittance. Proceeds from the sale of the underlying shares withdrawn from the depositary receipt facility may be used for reinvestment in the TWSE or the GTSM securities, subject to relevant regulations.

Under current ROC laws, a non-ROC holder of depositary receipts (other than PRC persons, except for QDIIs, or a person with prior approval from the ROC Investment Commission of the MOEA), when withdrawing the shares underlying the depositary receipts, will be required to register with the TWSE and appoint a local agent to open a securities trading account with a local brokerage firm and an NT dollar bank account, pay taxes, remit funds, exercise rights relating to the securities and perform such other matters as may be designated by such holder of depositary receipts on behalf of and as an agent for such holder of depositary receipts. Any such holder of depositary receipts is also required to appoint a custodian bank to hold the securities and any cash proceeds in safekeeping, to make confirmations, to settle trades and to report all relevant information. In addition, such holder of depositary receipts is required to appoint a tax guarantor for filing tax returns and making tax payments. Without meeting the foregoing requirements, the withdrawing holder of depositary receipts would be unable to hold and subsequently sell or otherwise transfer the underlying shares withdrawn from the depositary receipt facility on the TWSE or otherwise.

Unless under limited circumstances, a PRC holder of the depositary receipt may not withdraw shares unless (i) it is a QDII or (ii) if all the businesses of the issuer are in the Positive List promulgated by the Executive Yuan, the holder withdraws shares which accounts for 10% or more (or other percentage applicable to certain restricted industries) of the issuer’s issued shares and it otherwise obtains the approval of the Investment Commission of the MOEA. However, QDIIs are currently prohibited from investing in certain industries, and their investment in certain other industries in a given company is restricted to a certain percentage pursuant to a list promulgated by the FSC and relevant authorities and amended from time to time (including banking industry that we currently operate). In addition, there are restrictions on the remittance amount to or from Taiwan by QDIIs, separately and jointly. Accordingly, the qualification criteria for a PRC person to make investment, the restrictions on investment in certain industries and the investment threshold imposed by the FSC might cause a holder of depositary shares who is a PRC person to be unable to withdraw and hold the underlying shares.

Overseas Corporate Bonds

Since 1989, the FSC has approved a series of overseas bonds issued by ROC companies listed on the TWSE in offerings outside the ROC. The relevant regulations also permit public issuing companies to issue corporate debt in offerings outside the ROC. Under current ROC law, such overseas corporate bonds (i) can be converted by bondholders into shares of ROC companies or (ii) subject to FSC approval, may be converted into depositary receipts issued by the same ROC company or by the issuing company of the exchange shares, in the case of exchangeable bonds.

Proceeds from the sale of the shares converted or exchanged from overseas convertible or exchangeable bonds may be used for reinvestment in securities listed on the TWSE or traded on the GTSM, subject to relevant regulations.

Unless otherwise limited by the CBC, an ROC company may, without obtaining further approvals from the CBC or any other government authority of the ROC, convert NT dollars to other non-ROC currencies, including U.S. dollars, for making payments in respect of redemption of the bonds or repayment of principal of and interest on the bonds. A non-ROC converting or exchanging bondholder may, through its local agent and without obtaining prior approval from the CBC, convert into foreign currencies net proceeds realized from the sale of converted or exchanged common shares or any stock dividends relating to such shares, or any cash dividend or other cash distribution in respect of such common shares and, after becoming a shareholder, convert into NT dollars inward remittances of subscription payments in connection with a rights offering. However, a converting

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or exchanging bondholder must obtain prior approval from the CBC on a payment-by-payment basis for conversion from NT dollars into other currencies in respect of the proceeds from the sale of subscription rights for newly issued shares if the proceeds are in excess of US$100,000 per remittance.

Under current ROC law, a non-ROC converting or exchanging bondholder (other than PRC persons, except for QDIIs, or a person with prior approval from the ROC Investment Commission of the MOEA), when exercising his conversion or exchange right to convert or exchange bonds into common shares, is required to register with the TWSE and appoint a local agent to open a securities trading account with a local brokerage firm and an NT dollar bank account, pay taxes, remit funds, exercise rights relating to the securities and perform such other matters as may be designated by such converting or exchanging bondholder on behalf of and as an agent for such converting or exchanging bondholder. Also, any such converting or exchanging bondholder is also required to appoint a custodian bank to hold the securities and any cash proceeds in safekeeping, to make confirmations, to settle trades and to report all relevant information. In addition, such converting or exchanging bondholder is required to appoint a tax guarantor for filing tax returns and making tax payments. Without meeting these requirements, the converting or exchanging holder would not be able to receive, hold, or subsequently sell or otherwise transfer the shares into which the overseas bonds may have been converted or exchanged on the TWSE or otherwise.

Unless under limited circumstances, a PRC holder of convertible or exchangeable bonds may not convert or exchange bonds into shares unless (i) it is a QDII or (ii) if all the businesses of the issuer are in the Positive List promulgated by the Executive Yuan, the shares converted from overseas convertible bonds which accounts for 10% or more (or other percentage applicable to certain restricted industries) of the issuer’s issued shares and it otherwise obtains the approval of the Investment Commission of the MOEA. However, QDIIs are currently prohibited from investing in certain industries, and their investment of certain other industries in a given company is restricted to a certain percentage pursuant to a list promulgated by the FSC and amended from time to time (including banking industry that we currently operate). In addition, there are restrictions on the amount remitted to Taiwan for investments by QDIIs, separately and jointly. Accordingly, the qualification criteria for a PRC person to make investment, the restrictions on investment in certain industries and the investment threshold imposed by the FSC might accordingly cause a holder of the overseas corporate bonds who is a PRC person to be unable to convert or exchange the bonds and hold the shares.

Exchange Controls

Taiwan’s Foreign Exchange Control Statute and related regulations provide that all foreign exchange transactions must be executed by banks designated to handle foreign exchange transactions by the FSC and by the CBC. Current regulations favor trade or services related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters. All foreign currency needed for the importation of merchandise and services may be purchased freely from the designated foreign exchange banks.

Aside from trade-related or service-related foreign exchange transactions, ROC companies and individual residents of the ROC may, without foreign exchange approval, remit to and from Taiwan foreign currencies of up to US$50 million, or its equivalent, and US$5 million, or its equivalent, respectively, in each calendar year. These limits apply to remittances involving a conversion between NT dollars and U.S. dollars or other foreign currencies. In addition, all private enterprises are required to register all medium- and long-term foreign debt with the CBC. In addition, a foreign person may, subject to certain requirements but without foreign exchange approval, remit to and from Taiwan foreign currencies of up to US$100,000 (or its equivalent) per remittance if the required documentation is provided to the ROC authorities. This limit applies to remittances involving a conversion between NT dollars and U.S. dollars or other foreign currencies.

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ISSUER

Far Eastern International Bank

No. 207, Section 2, Tun Hwa South Road Taipei 106 Taiwan ROC

DEPOSITARY

CUSTODIAN IN ROC

Citibank, N.A. 388 Greenwich Street, 14th Floor New York, NY 10013, U.S.A.

Citibank Taiwan Limited 9th Floor, No.16 Nan Jing East Road Sec.4 Taipei, Taiwan, ROC

ROC LEGAL ADVISERS TO THE ISSUER

as to ROC law

Lee and Li, Attorneys-at-Law

7/F, 201 Tun Hua N. Road Taipei, Taiwan ROC

INTERNATIONAL LEGAL ADVISERS TO THE INITIAL PURCHASERS

as to United States law

Simpson Thacher & Bartlett

35/F, ICBC Tower 3 Garden Road, Central Hong Kong

INDEPENDENT ACCOUNTANTS OF THE ISSUER

Deloitte & Touche

12th Floor, Hung Tai Financial Plaza No. 156, Sec.3, Min Sheng East Road Taipei, Taiwan, ROC

LUXEMBOURG INTERMEDIARY

LUXEMBOURG LISTING AGENT

The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building-Polaris 2-4, rue Eugène Ruppert L-2453 Luxembourg

The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building-Polaris 2-4, rue Eugène Ruppert L-2453 Luxembourg