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FFHC — AGM Information 2026
May 18, 2026
52222_rns_2026-05-18_1dced974-b2cb-4129-8626-ed116734a8e5.pdf
AGM Information
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Stock Code: 2892

First Financial Holding Co., Ltd.
Handbook for the 2026 Annual Shareholders' Meeting (Summary Translation)
Meeting Time: 9:00 am, Thursday, June 18, 2026
Location: 30 Chung King S. Rd., Sec.1, Taipei 100, Taiwan
This English version handbook is a summary translation of the Chinese version and is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Table of Contents
| I. | Meeting Procedure |
|---|---|
| II. | Meeting Agenda |
| 1. Report Matters | |
| 2. Recognition Matters | |
| 3. Discussion Matters | |
| 4. Extemporary Motions | |
| III. | Attachments |
| 1. 2025 Business Report (omitted) | |
| 2. Audit Committee's Review Report | |
| 3. Terms of Issue of 2025 First Issue of Unsecured Ordinary Corporate Bonds | |
| 4. 2025 Financial Statements | |
| 5. Profit Distribution Table | |
| 6. Comparison Table of Amended Articles to Rules Governing the Acquisition and Disposal of Assets of the Company | |
| III. | Appendix |
| 1. Articles of Incorporation of the Company (omitted) | |
| 2. Rules Governing Procedure for Annual Shareholders' Meeting of the Company (omitted) | |
| 3. List of Directors and Their Respective Shareholding (omitted) | |
First Financial Holding Co., Ltd.
Agenda of 2025 Annual Shareholders' Meeting
Date and Time: June 18, 2026 at 9:00 a.m.
Venue: No.30, Sec. 1, Chung King S. Rd., Taipei City (the auditorium of the headquarters of First Commercial Bank Co., Ltd.)
Supplementary video conferencing will be held during the meeting. Shareholders who choose to participate the meeting through video conferencing may register on "AGM E-Voting Platform" (https://www.stockvote.com.tw).
- The Chairperson announces the aggregate shareholding of shareholders present constitute a quorum and call the meeting to order.
- Chairperson's remarks
- Report Matters:
(a) President reports the business operation of the Company in 2025.
(b) Audit committee report the auditing process of 2025 financial statements.
(c) Report of the offering of the Company's 2025 first issue of unsecured ordinary corporate bonds.
(d) Report of the distribution of employee's compensation and director's remuneration in 2025. - Recognition Matters:
(a) Please recognize the 2025 business report and consolidated financial statements of the Company.
(b) Please recognize the distribution of 2025 profits. - Discussion Matters:
(a) Please approve the amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company. - Extemporary Motions:
- Meeting adjournment
Report Matters
- President reports the business operation of the Company in 2025.
Explanation:
The 2025 Business Report is attached as Attachment 1 (omitted).
- Audit Committee report the auditing process of 2025 financial statements.
Explanation:
The 2025 Audit Committee’s Review Report is attached as Attachment 2.
- Report of the offering of the Company’s 2025 first issue of unsecured ordinary corporate bonds.
Explanation:
1) It is conducted in accordance with Article 246 of the Company Act.
2) For the purposes of repaying bank loans required for operation and maturing commercial papers, it was resolved by the 3rd Board of Directors Meeting of the 8th term dated August 22, 2024 to issue "Unsecured Ordinary Corporate Bonds with a total quota of NT$ 10 billion" (the "Bonds"), which was approved by the Financial Supervisory Commission (Ref. No.: Jin-Guan-Yin-Kong-Zi-1130229637) on September 26, 2024 and such quota must be issued within 2 years after the approval.
3) The issuance of the Bonds was approved by the Taipei Exchange (Ref. No.: Zheng-Gui-Zhai-Zi-11400082742) on September 26, 2025 and conducted on October 3, 2025 in the amount of NT$ 5 billion. The fund utilization plan was finished by the end of fourth quarter of 2025.
4) For the detailed terms of issue of the Bonds, please refer to Attachment 3. The major issuance terms are as follows:
| Issue | Amount | Tenor | Coupon Rate | Issue Date | Maturity Date |
|---|---|---|---|---|---|
| 114-1 | NT$ 5 billion | 5 years | Fixed 1.85% per annum | 10/3/2025 | 10/3/2030 |
- Report of the distribution of employee’s compensation and director’s remuneration in 2025.
Explanation:
1) This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 22nd board meeting of the 8th term of the Board of Directors.
2) The distribution was listed below:
- Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 27,478,320,362
- Employee’s compensation distributed – Cash (0.0619%): NTD 17,009,080
- Director’s remuneration distributed – Cash (0.90%): NTD 247,304,883
Recognition Matters
- Please recognize the 2025 business report and consolidated financial statements of the Company.
Explanation:
The Business Report and the Company's Consolidated Financial Statements of 2025 have been examined by the Audit Committee, as well as approved by the 3rd special board meeting of the 8th term of the Board of Directors. Among which, the Company's Consolidated Financial Statements were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan. The 2025 Business Report and Consolidated Financial Statements are attached as Attachment 1 (omitted) and 4.
Resolved:
- Please recognize the distribution of 2025 profits.
Explanation:
1) The Consolidated Financial Statements of the Company were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan, and the after tax net income in 2025 is NT$26,932,848,027. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$27,132,312,347. In accordance with the applicable laws to retain the amount of NT$2,713,231,235 as the legal reserve, plus the amount of beginning retained earnings of NT$26,179,038,116, the total distributable profit of this year is NT$50,598,119,228 and is proposed to be distributed as follows: (Please see details as Attachment 5.)
A. NT$18,693,309,245 as cash dividends (NT$1.30 per share).
B. Year-end balance of accumulated profits is NT$31,904,809,983.
2) Other items mentioned previously include: (1) NT$264,212,204 of actuarial adjustment on defined benefit plans; (2) NT$196,240,057 of gains/losses of equity instruments designated at FVTOCI; (3) -NT$260,987,941 of the influence from IAS 29.
3) After the distribution of profit is approved by this Meeting, the Board of Directors is authorized to set a record date for the distribution of cash dividends.
4) Cash dividends shall be calculated and rounded down to dollar in proportion to stakeholding. The total amount of odd fraction will be counted as other income of Company.
5) If the number of the outstanding shares of the Company is subsequently
changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors then is authorized to adjust the distribution of dividends as appropriate.
6) This proposal for the distribution of profits has been approved by the 23rd board meeting of the 8th term of Board of Directors and duly reviewed by Audit Committee.
Resolved:
Discussion Matters
- To conform to the amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company.
Explanation:
1) To conform to the amended "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" per the letter issued by the Financial Supervisory Commission dated July 24th, 2025, so an amendment is made.
2) Please refer to Attachment 6 detailing comparison table and description of the amended articles of the Procedures Governing the Acquisition and Disposal of Assets of First Financial Holding Co., Ltd.
3) This proposal has been approved by the Audit Committee and the 23rd board meeting of the 8th term of board of directors.
Resolved:
Extemporary Motions
Attachment 2
First Financial Holding Co., Ltd.
Audit Committee’s Report
The Board of Directors of the Company has prepared and delivered the Business Report, the Consolidated Financial Statements, and earnings distribution proposal for 2025 Wherein, the Consolidated Financial Statements were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan. The Audit Committee has reviewed the above Business Report, the Consolidated Financial Report and earnings distribution proposal and found nothing incorrect. We hereby submit this report in accordance with Article 14-4 and Article 36 of the Securities and Exchange Act and Article 219 of the Company Act.
To: 2026 General Shareholders’ Meeting
First Financial Holding Co., Ltd.
Convener of Audit Committee: Rachel J. Huang

April, 29 2026
Attachment 3
First Financial Holding Co., Ltd.
Terms of Issue of 2025 First Issue of Unsecured Ordinary Corporate Bonds
First Financial Holding Co., Ltd. (the "Company") has been approved by the Financial Supervisory Commission (Ref. No.: Jin-Guan-Yin-Kong-Zi-1130229637) on September 26, 2024 to issue corporate bonds. The term of issue are set forth as follows:
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Name: First Financial Holding Co., Ltd. 2025 First Issue of Unsecured Ordinary Corporate Bonds (the "Bonds").
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Total Issue Amount: The total issue amount of the Bonds shall be NT$ 5 billion.
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Par Value: The par value of the payment-in-kind Bonds shall be NT$ 1 million.
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Issue Price: The Bonds shall be issued at the full face value on the issue date.
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Tenor: The tenor of the Bonds shall be 5 years, commencing on October 3, 2025 and ending on October 3, 2030.
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Coupon Rate: Fixed annual interest rate of 1.85%.
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Repayment of Principal: The Bonds cannot be early terminated and the Company shall not be requested to repurchase the Bonds. The Bonds shall be repaid in full upon maturity.
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Calculation and Payment of Interest:
(1) The interest on the Bonds accrues annually at the coupon rate at simple interest from the issue date and shall be paid once a year.
(2) The interest on each bond with the face value of NT$ 1 million shall be rounded to the nearest dollar. If the scheduled principal/interest payment date for the Bonds is a bank holiday in the jurisdiction where the payment is made, the principal and interest shall be paid on the immediately following business day, without any additional interest accrued as a result. No additional interest shall be accrued if the principal and the interest are withdrawn later than the principal/interest payment date.
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Security: The Bonds are unsecured ordinary corporate bonds.
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Bond Forms: The Bonds shall be issued via book entry and registered with the Taiwan Depository and Clearing Corporation (the "TDCC").
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Underwriter: The issuer of the Bonds shall engage underwriters to conduct underwriting to the public. Yuanta Securities Co., Ltd. is engaged as the lead securities underwriter of the Bonds.
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Trustee: Taipei Fubon Commercial Bank Co., Ltd. is engaged as the trustee of the creditors of the Bonds to exercise the power and authority to examine and supervise the Company's handling of the matters regarding the issuance of the Bonds for the benefit of the creditors of the Bonds and to execute the trust deed. The creditors holding the Bonds, subscribed either upon issuance or halfway during the tenor, agree and acknowledge the rights and obligations of the trustee set forth in the trust deed entered into by and between the Company and trustee and the terms of issue of the Bonds, as well as grant the trustee full authority with respect to the entrusted matters, which shall not be revoked during the tenor of the Bonds. The creditors of the Bonds may review the trust deed at the Company or at the trustee's business places during business hours.
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Paying Agent: Business Department of the head office of First Commercial Bank Co., Ltd. is engaged to handle principal/interest payment for the Bonds and shall pay the principal and interest via book entry according to the list of bondholders provided by the TDCC, as well as withhold any tax payable by the creditors of the Bonds pursuant to law.
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Notification: Unless otherwise stipulated by laws or regulations, any matters relating to the Bonds to be notified to the creditors will be announced on the Market Observation Post System (https://mops.twse.com.tw) or made in accordance with relevant requirements of TDCC.
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Eligible Investors: The Eligible Investors shall be limited to the professional investors defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds, but excluding natural persons who meet the aforesaid qualification.
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Miscellaneous:
(1) Ranking: The creditors of the Bonds shall rank pari passu with other unsecured creditors of the Company.
(2) The Company will file with the Taipei Exchange for listing the Bonds on the Taipei Exchange, in order for the Bonds to be traded on secondary markets.
(3) Credit Rating: The credit rating of the Company is twAA- (Rating Date: 2025/9/17). The Bonds will not be rated by rating agency. Investors shall pay attention to the risks of the Bonds themselves. -
All matters not covered herein shall be conducted in accordance with the Company Act, the Financial Holding Company Act, the Regulations Governing the Issuance of Corporate Bonds by Financial Holding Companies, the Regulations Governing the Offering and
Issuance of Securities by Securities Issuers and relevant regulations issued by the competent authority.
Issuer: First Financial Holding Co., Ltd.
Responsible person: Chairman Ye-Chin Chiou
September 24, 2025
Attachment 4
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 2025 AND 2024
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
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(114) PWCR25000314
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of First Financial Holding Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of First Financial Holding Co., Ltd. (the "Company") and subsidiaries (collectively "First Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of First Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Insurance Companies, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants, Jin-Guan-Yin-Fa-Zi Letter No.10802731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of First Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these
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資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan
110208 臺北市信義區基隆路一段 333 號 27 樓
27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan
T: +886 (2) 2729 6666, F: +886 (2) 2729 6686
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資誠
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the First Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the First Group’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Impairment assessment of loans discounted
Description
Impairment assessment of loans discounted complies with the regulations under IFRS 9 “Financial Instruments” and relevant regulations issued by the competent authority. For the accounting policy of impairment assessment of loans discounted, please refer to Note 4(9); for critical accounting judgements, estimates, and assumption uncertainty of the recognition and measurement of expected credit losses on loans discounted, please refer to Note 5(3). For information on allowance for credit losses, which amounted to $41,155,084 thousand, as at December 31, 2025, please refer to Note 6(8); for disclosures of related credit risks, please refer to Note 12(2)D(C).
As stated in Note 5(3), impairment assessment of loans discounted is based on the expected credit loss model. At each financial reporting date, financial instruments are categorised into three stages based on the degree of change in its credit risk since initial recognition. Provision for impairment loss is measured either using 12-month expected credit losses (stage 1, there has been no significant increase in credit risk since initial recognition) or lifetime expected credit losses (stage 2, there has been a significant increase in credit risk since initial recognition; or stage 3, the credit has impaired). The measurement of expected credit losses is based on supportable information about past events, current conditions and forecasts of future economic conditions.
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The aforementioned recognition and measurement of impairment assessment of loans discounted involves various assumptions, estimates, and judgements. Thus, we have included recognition and measurement of expected credit losses on loans discounted as one of the key audit matters in our audit in the year of 2025.
How our audit addressed the matter
The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarised as follows:
- Understood and assessed written policies, internal control system, the expected credit loss impairment model and methodology, and the assessment and approval process.
- Sampled and tested the implementation effectiveness of internal controls related to the recognition and measurement of expected credit losses, including management of collateral and its value assessment, controls for changes in parameters, and approval for provisioning of expected credit losses.
- Sampled and tested the consistency of measurement criteria for the samples in the three stages of expected credit loss with the judgement results of the system.
- Sampled and tested assumptions for the parameters of the expected credit loss model, including the historical data on probability of default, loss given default, and exposure at default.
- Sampled and tested forward-looking information.
(1) Sampled and tested the data on economic conditions (economic growth rate, annual inflation rate, etc.) adopted by the management when measuring expected credit losses under IFRS 9.
(2) Assessed the forward-looking scenarios and their respective weights adopted by the management.
- Assessed cases in stage 3 (credit impaired) with material amounts that were assessed individually.
- Assess whether the provision of impairment losses complies with the relevant regulations of the competent authority.
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Fair value measurement of unlisted stocks without an active market
Description
For the accounting policy for unlisted stocks without an active market (included in financial assets at fair value through other comprehensive income), please refer to Note 4(7); for critical accounting judgements, estimates, and assumption uncertainty of unlisted stocks without an active market, please refer to Note 5(2). For information on unlisted stocks of financial assets at fair value through other comprehensive income (fair value of Level 3), which amounted to $17,176,312 thousand, as at December 31, 2025, please refer to Note 6(4) and Note 12(1)E.
The fair value of unlisted stocks that First Group owns is determined by valuation methods since these financial instruments have no quoted prices from active market. Management primarily relies on valuation reports prepared by external financial consultants for the fair value measurement of these financial instruments. These measurements are largely based on comparable listed companies in similar industries or recently published market multiples and subsequently discounted according to market liquidity or specified risk.
The aforementioned fair value measurement of unlisted stocks includes the determination of assumptions and parameters adopted in valuation models and methods. These measurements involve subjective judgement and various assumptions and estimates. Thus, we have included the fair value measurement of unlisted stocks with no active market as one of the key audit matters in our audit for the year ended December 31, 2025.
How our audit addressed the matter
The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarised as follows:
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Understood and assessed the related written policies, internal control system, fair value measurement models and methodologies, and approval process of the fair value measurement of unlisted stocks.
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Examined whether the management expert’s report was approved through the appropriate assessment by management, and evaluated whether the valuation result was reasonable.
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Understood and assessed the independence, professionalism, and competency of management’s expert.
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Assessed whether the valuation models and methodologies used by management’s expert are widely adopted in the applicable industries. Assess the rationality of the comparable companies selected by management experts. Sampled and tested the parameters used in the evaluation method to relevant supporting documents.
Insurance liabilities - policy reserve
Description
For the accounting policies related to policy reserve, please refer to Note 4(19). First Group’s provision of policy reserve is based on the mortality table and policy reserve valuation interest rate regulated by the competent authority and calculated according to the modified reserve method regulated in Article 12 of the Regulations Governing the Setting Aside of Various Reserves by Insurance Enterprises and the method prescribed in the calculation statement of each product reported to the competent authority. For information on policy reserve, which amounted to $74,198,825 thousand, as at December 31, 2025, please refer to Note 6(25). Considering that the accuracy of calculation of policy reserve is significant to the consolidated financial statements, we have included policy reserve as one of the key audit matters in our audit for the year ended December 31, 2025.
How our audit addressed the matter
The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarised as follows:
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Understood and assessed the internal control related to provision of policy reserve and sampled and examined the effectiveness of internal controls, including checking the policy information and policy system, inspecting the authorisation documents of configurations for the reserve system of new products and comparing the number of policies in the policy system and the actuarial system, to assess the completeness and accuracy of calculation of policy reserve.
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Sampled and examined the consistency between policy basic information in the actuarial system and information in the policy system.
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- Used the work of actuarial experts to assess the reasonableness of policy reserve on the balance sheet date which mainly includes the following procedures:
(1) Sampled and tested the representative new products in the current year to ascertain that the method and results of provisioning reserves are consistent with the calculation statement of product reported to the regulatory authority.
(2) Performed trend analysis (excluding new products, universal life, and interest-sensitive deferred annuities) on the liability reserve of traditional products to assess the reasonableness of liability reserve on the balance sheet date.
(3) Performed roll analysis on the liability reserve of traditional products to assess the reasonableness of liability reserve on the balance sheet date.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Insurance Companies, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing First Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate First Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing First Group's financial reporting process.
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Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of First Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the resonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on First Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause First Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within First Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lo, Chiao-Sen
Chen, Hsien-I
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 9, 2026
The accompanying consolidated financial statements are not intended to present the financial position and financial performance and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice.
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FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| ASSETS | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 11000 | Cash and cash equivalents | 6(1) and 7 | $ 75,575,338 | 1 | $ 59,304,501 | 1 |
| 11500 | Due from the central bank and call | 6(2) and 7 | ||||
| loans to banks | 332,814,519 | 7 | 307,495,238 | 7 | ||
| 12000 | Financial assets at fair value through | 6(3) and 7 | ||||
| profit or loss | 226,713,902 | 5 | 195,475,470 | 4 | ||
| 12150 | Financial assets at fair value through | 6(4), 7 and 8 | ||||
| other comprehensive income | 439,440,966 | 9 | 412,224,862 | 9 | ||
| 12200 | Investments in debt instruments at | 6(5) and 8 | ||||
| amortised cost | 1,002,220,028 | 20 | 942,310,680 | 20 | ||
| 12500 | Securities purchased under resell | 6(6) | ||||
| agreements | 3,444,800 | - | 2,622,080 | - | ||
| 13000 | Receivables, net | 6(7) and 7 | 90,627,921 | 2 | 76,803,713 | 2 |
| 13200 | Current tax assets | 1,123,942 | - | 1,054,164 | - | |
| 13500 | Loans discounted, net | 6(8) and 7 | 2,793,405,592 | 55 | 2,630,263,569 | 56 |
| 13700 | Reinsurance contract assets, net | 6(9) | 87,911 | - | 87,493 | - |
| 15000 | Investments accounted for using | 6(10) | ||||
| equity method, net | 3,424,379 | - | 3,463,952 | - | ||
| 15500 | Other financial assets, net | 6(11) and 8 | 16,719,619 | - | 17,365,356 | - |
| 18000 | Investment property, net | 6(12) and 8 | 12,517,938 | - | 12,434,184 | - |
| 18500 | Property and equipment, net | 6(13) and 8 | 27,985,152 | 1 | 27,730,142 | 1 |
| 18600 | Right-of-use assets, net | 6(14) | 2,698,355 | - | 2,708,756 | - |
| 19000 | Intangible assets, net | 1,354,820 | - | 1,301,264 | - | |
| 19300 | Deferred income tax assets | 6(42) | 4,946,334 | - | 5,358,680 | - |
| 19500 | Other assets, net | 6(16) and 8 | 6,652,197 | - | 6,418,221 | - |
| 19999 | Total Assets | $ 5,041,753,713 | 100 | $ 4,704,422,325 | 100 |
(Continued)
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 21000 | Deposits from the central bank and banks | 6(17) and 7 | $ 390,441,307 | 8 | $ 315,267,631 | 7 |
| 21500 | Due to the central bank and banks | 180,000 | - | 2,183,708 | - | |
| 22000 | Financial liabilities at fair value through profit or loss | 6(18) and 7 | ||||
| 12,249,129 | - | 13,014,872 | - | |||
| 22500 | Securities sold under repurchase agreements | 6(19) | ||||
| 16,900,915 | - | 33,384,179 | 1 | |||
| 22600 | Commercial papers issued, net | 6(20) | 50,050,753 | 1 | 31,857,418 | 1 |
| 23000 | Payables | 6(21) | 59,060,547 | 1 | 54,422,602 | 1 |
| 23200 | Current tax liabilities | 4,930,211 | - | 4,111,382 | - | |
| 23500 | Deposits | 6(22) and 7 | 3,954,478,812 | 78 | 3,711,088,087 | 79 |
| 24000 | Bonds payable | 6(23) | 75,800,000 | 2 | 75,650,000 | 2 |
| 24400 | Other borrowings | 6(24) | 380,000 | - | 6,470,000 | - |
| 24600 | Provisions | 6(25) | ||||
| 24610 | Provisions for insurance | 74,782,872 | 2 | 71,741,506 | 1 | |
| 24620 | Provisions for employee benefits | 1,259,852 | - | 1,684,926 | - | |
| 24630 | Provision for guarantee liabilities | 2,040,767 | - | 1,690,733 | - | |
| 24694 | Provision for loan commitments | 799,625 | - | 671,885 | - | |
| 24690 | Other provisions | 606,202 | - | 245,278 | - | |
| 25500 | Other financial liabilities | 6(26) | 85,331,142 | 2 | 89,163,708 | 2 |
| 26000 | Lease liabilities | 2,585,314 | - | 2,569,824 | - | |
| 29300 | Deferred tax liabilities | 6(42) | 8,156,832 | - | 8,933,614 | - |
| 29500 | Other liabilities | 6(27) | 9,352,575 | - | 12,385,065 | - |
| 29999 | Total Liabilities | 4,749,386,855 | 94 | 4,436,536,418 | 94 | |
| Equity attributable to owners of the parent | ||||||
| 31100 | Capital | |||||
| 31001 | Common stock | 6(28) | 143,794,686 | 3 | 140,287,499 | 3 |
| 31500 | Capital surplus | 6(28) | 26,107,246 | - | 26,107,246 | - |
| 32000 | Retained earnings | |||||
| 32001 | Legal reserve | 6(28) | 29,934,131 | 1 | 27,365,209 | 1 |
| 32003 | Special reserve | 6(28) | 6,004,630 | - | 6,004,630 | - |
| 32011 | Unappropriated earnings | 6(4)(29) | 53,311,349 | 1 | 45,582,459 | 1 |
| 32500 | Other equity interest | 6(30) | 33,214,816 | 1 | 22,538,864 | 1 |
| 39999 | Total Equity | 292,366,858 | 6 | 267,885,907 | 6 | |
| Total Liabilities and Equity | $ 5,041,753,713 | 100 | $ 4,704,422,325 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Notes | Year ended December 31 | Changes Percentage (%) | ||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 41000 | Interest income | $ 118,222,897 | 153 | $ 117,428,144 | 163 | 1 | |
| 51000 | Interest expenses | ( 83,542,188) | ( 108) | ( 86,193,831) | ( 120) | ( 3) | |
| 49600 | Net interest revenue | 6(31) and 7 | 34,680,709 | 45 | 31,234,313 | 43 | 11 |
| 49700 | Net revenue other than interest | ||||||
| 49800 | Net service fee revenue and commissions | 6(32) and 7 | |||||
| 13,816,639 | 18 | 12,782,349 | 18 | 8 | |||
| 49810 | Net insurance revenue | 6(33) | 5,384,304 | 7 | 3,671,398 | 5 | 47 |
| 49820 | Gain on financial assets and liabilities at fair value through profit or loss | 6(3)(34) | |||||
| 19,663,534 | 25 | 19,237,161 | 27 | 2 | |||
| 49825 | Gains on investment property | 226,142 | - | 539,685 | 1 | ( 58) | |
| 49835 | Realised gains on financial assets at fair value through other comprehensive income | 6(35) | |||||
| 2,807,801 | 4 | 1,671,416 | 2 | 68 | |||
| 43600 | Losses arising from derecognition of financial assets measured at amortised cost | 6(5) | |||||
| ( 412,534) | ( 1) | ( 536,704) | ( 1) | ( 23) | |||
| 49870 | Foreign exchange gains | 418,473 | 1 | 3,535,174 | 5 | ( 88) | |
| 49880 | Reversal of impairment loss (impairment loss) on assets | 6(36) | |||||
| 119,829 | - | ( 154,846) | - | ( 177) | |||
| 49891 | Share of (loss) profit of associates and joint ventures accounted for using equity method | 6(10) | |||||
| ( 21,802) | - | 127,240 | - | ( 117) | |||
| 47500 | Gain (loss) on reclassification under the overlay approach | 6(3) | |||||
| 712,519 | 1 | ( 441,409) | ( 1) | ( 261) | |||
| 49900 | Other revenue other than interest income | 6(37)(44) | |||||
| 198,134 | - | 453,698 | 1 | ( 56) | |||
| Net revenue | 77,593,748 | 100 | 72,119,475 | 100 | 8 | ||
| 58100 | Bad debt expense, commitment and guarantee liability provision | 6(8)(25) | |||||
| ( 6,382,002) | ( 8) | ( 5,763,335) | ( 8) | 11 | |||
| 58300 | Net change in provisions for insurance liabilities | 6(38) | |||||
| ( 4,055,892) | ( 5) | ( 2,613,608) | ( 4) | 55 | |||
| 58500 | Operating expenses | ||||||
| 58501 | Employee benefits expense | 6(39) | ( 20,823,017) | ( 27) | ( 20,080,525) | ( 28) | 4 |
| 58503 | Depreciation and amortisation expense | 6(40) | |||||
| ( 2,449,809) | ( 3) | ( 2,408,334) | ( 3) | 2 | |||
| 58599 | Other general and administrative expenses | 6(41) and 7 | |||||
| ( 10,433,890) | ( 14) | ( 10,015,964) | ( 14) | 4 | |||
| 61000 | Net income from continuing operations before tax | 33,449,138 | 43 | 31,237,709 | 43 | 7 | |
| 61003 | Income tax expense | 6(42) | ( 6,516,290) | ( 8) | ( 5,878,259) | ( 8) | 11 |
| 69000 | Net income | $ 26,932,848 | 35 | $ 25,359,450 | 35 | 6 | |
| (Continued) |
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Notes | Year ended December 31 | Changes Percentage (%) | ||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 69500 | Other comprehensive income | 6(30) | |||||
| 69560 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 69561 | Gains on remeasurements of defined benefit plans | $ 330,264 | - | $ 424,584 | - | ( 22) | |
| 69567 | Revaluation gains on investments in equity instruments measured at fair value through other comprehensive income | 6,732,484 | 9 | 6,081,445 | 8 | 11 | |
| 69565 | Change in fair value of financial liability attributable to change in credit risk of liability | ( 14,516) | - | 8,474 | - | ( 271) | |
| 69569 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | ( 66,053) | - | ( 84,917) | - | ( 22) | |
| 69570 | Components of other comprehensive income that will be reclassified to profit or loss, net of tax | ||||||
| 69571 | Exchange differences on translation | ( 1,602,363) | ( 2) | 4,042,892 | 6 | ( 140) | |
| 69585 | Gains (losses) from investments in debt instruments measured at fair value through other comprehensive income | 6,399,602 | 8 | ( 5,133,031) | ( 7) | ( 225) | |
| 69575 | Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(10) | |||||
| 69590 | Other comprehensive income on reclassification under the overlay approach | 6(3) | |||||
| 69579 | Income tax related to components of comprehensive income | 6(3) | ( 712,519) | ( 1) | 441,409 | 1 | ( 261) |
| 69500 | Other comprehensive income | $ 11,136,403 | 14 | $ 5,659,154 | 8 | 97 | |
| 69500 | Total comprehensive income | $ 38,069,251 | 49 | $ 31,018,604 | 43 | 23 | |
| 69900 | Net income, attributable to: | ||||||
| 69901 | Owners of parent | $ 26,932,848 | 35 | $ 25,359,450 | 35 | 6 | |
| $ 26,932,848 | 35 | $ 25,359,450 | 35 | 6 | |||
| 69950 | Comprehensive income attributable to: | ||||||
| 69951 | Owners of parent | $ 38,069,251 | 49 | $ 31,018,604 | 43 | 23 | |
| $ 38,069,251 | 49 | $ 31,018,604 | 43 | 23 | |||
| Earnings per share | |||||||
| 70000 | Basic and diluted earnings per share (in dollars) | 6(43) | |||||
| $ | 1.87 | $ | 1.76 |
The accompanying notes are an integral part of these consolidated financial statements.
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | |
|---|---|
| Ordinary share | Capital surplus |
| Legal reserve | Special reserve |
| For the year ended December 31, 2024 | |
| Equity at beginning of period | $ 136,201,455 |
| Net income | - |
| Other comprehensive income | - |
| Total comprehensive income | - |
| Appropriation of prior year's earnings | |
| Legal reserve appropriated | - |
| Special reserve appropriated | - |
| Cash dividends of ordinary shares | - |
| Stock dividends of ordinary shares | 4,086,044 |
| Due to donated assets received | - |
| Disposal of investments in equity instruments designated at fair value through other comprehensive (loss) income | - |
| Reversal of special reserve | - |
| Equity at end of period | $ 140,287,499 |
| For the year ended December 31, 2025 | |
| Equity at beginning of period | $ 140,287,499 |
| Impact of International Accounting Standard 29 | - |
| Net income | - |
| Other comprehensive income (loss) | - |
| Total comprehensive income (loss) | - |
| Appropriation of prior year's earnings | |
| Legal reserve appropriated | - |
| Cash dividends of ordinary shares | - |
| Stock dividends of ordinary shares | 3,507,187 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income (loss) | - |
| Equity at end of period | $ 143,794,686 |
The accompanying notes are an integral part of these consolidated financial statements.
FIRST FINANCIAL HOLDING CO. LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net income before tax | $ 33,449,138 | $ 31,237,709 |
| Adjustments | ||
| Adjustments to reconcile profit (loss) | ||
| Provision for bad debts expense, commitment and guarantee liability provisions | 9,449,233 | 9,523,954 |
| Depreciation of investment property | 39,586 | 39,223 |
| Depreciation of property and equipment | 1,036,614 | 1,043,973 |
| Depreciation of right-of-use assets | 793,864 | 804,251 |
| Amortisation expense | 579,745 | 520,887 |
| Interest income | ( 118,222,897 ) | ( 117,428,144 ) |
| Interest expense | 83,542,188 | 86,193,831 |
| Dividend income | ( 3,006,007 ) | ( 2,507,615 ) |
| Net change in insurance liabilities | 4,085,103 | 2,639,003 |
| Net change in provisions for foreign exchange price fluctuation | 357,190 | 152,528 |
| Share of loss (gain) of associates and joint ventures accounted for using equity method | 21,802 | ( 127,240 ) |
| Loss on retirement of property and equipment | 3,884 | 6,107 |
| Gain on disposal of investment properties | ( 10,162 ) | ( 337,718 ) |
| (Reversal of impairment loss) impairment loss on assets | ( 119,829 ) | 154,846 |
| (Gain) loss reclassified by applying overlay approach | ( 712,519 ) | 441,409 |
| Gain on lease modifications | ( 21,953 ) | ( 2,893 ) |
| Changes in operating assets and liabilities | ||
| Changes in operating assets | ||
| Increase in due from the central bank and call loans to banks | ( 3,421,854 ) | ( 9,615,917 ) |
| Increase in financial assets at fair value through profit or loss | ( 31,238,432 ) | ( 21,394,508 ) |
| Increase in financial assets at fair value through other comprehensive income | ( 14,139,799 ) | ( 48,880,831 ) |
| Increase in investments in debt instruments at amortised cost | ( 59,935,793 ) | ( 19,483,523 ) |
| Increase in receivables | ( 10,697,043 ) | ( 7,633,890 ) |
| Increase in discounts and loans | ( 171,602,356 ) | ( 236,492,787 ) |
| Increase in other financial assets | ( 898,337 ) | ( 244,732 ) |
| Decrease in reinsurance assets | ( 20,377 ) | ( 7,502 ) |
| Increase in other assets | ( 146,984 ) | ( 382,803 ) |
| Changes in operating liabilities | ||
| Increase in deposits from the central bank and banks | 75,173,676 | 36,200,476 |
| Decrease in financial liabilities at fair value through profit or loss | ( 780,259 ) | ( 5,793,555 ) |
| Increase (decrease) in payables | 5,563,857 | ( 7,472,164 ) |
| Increase in deposits and remittances | 243,390,725 | 196,249,998 |
| Decrease in other financial liabilities | ( 2,297,897 ) | ( 2,090,667 ) |
| Decrease in provisions for employee benefits | ( 425,074 ) | ( 779,660 ) |
| (Decrease) increase in provisions | ( 695,573 ) | 1,995,114 |
| (Decrease) increase in other liabilities | ( 3,032,490 ) | 3,865,855 |
| Cash inflow (outflow) generated from operations | 36,060,970 | ( 109,606,985 ) |
| Interest received | 114,841,021 | 112,648,631 |
| Interest paid | ( 84,466,943 ) | ( 82,070,466 ) |
| Dividends received | 3,003,732 | 2,505,407 |
| Income tax paid | ( 6,197,728 ) | ( 7,130,467 ) |
| Net cash flows from (used in) operating activities | 63,241,052 | ( 83,653,880 ) |
(Continued)
FIRST FINANCIAL HOLDING CO. LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Increase in investments accounted for using equity method | ($ 24,500) | ($ 20,000) |
| Acquisition of property and equipment | ( 1,306,677) | ( 1,228,200) |
| Acquisition of investment properties | ( 156,177) | ( 279,315) |
| Acquisition of intangible assets | ( 574,800) | ( 680,844) |
| Proceeds from disposal of property and equipment | - | 47 |
| Proceeds from disposal of investment property | 41,397 | 538,318 |
| Increase in other assets | - | ( 349,075) |
| Net cash flows used in investing activities | ( 2,020,757) | ( 2,019,069) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| (Decrease) increase in due to the central bank and bank | ( 2,003,708) | 214,468 |
| (Decrease) increase in notes and bonds issued under repurchase agreement | ( 16,483,264) | 10,608,719 |
| (Decrease) increase in other borrowings | ( 6,090,000) | 4,170,000 |
| Increase (decrease) in commercial papers payable | 18,193,335 | ( 431,520) |
| Increase in financial bonds payable | 5,000,000 | 5,000,000 |
| Repayment of (proceeds from) issuing bank notes payable | ( 4,850,000) | 8,300,000 |
| Payments of lease liabilities | ( 680,627) | ( 775,561) |
| Cash dividends paid | ( 13,327,312) | ( 11,577,123) |
| Proceeds from sale of treasury shares | - | 28 |
| Net cash flows (used in) from financing activities | ( 20,241,576) | 15,509,011 |
| Effect of exchange rate changes | ( 1,954,974) | 3,932,909 |
| Net increase (decrease) in cash and cash equivalents | 39,023,745 | ( 66,231,029) |
| Cash and cash equivalents at beginning of year | 254,044,555 | 320,275,584 |
| Cash and cash equivalents at end of year | $ 293,068,300 | $ 254,044,555 |
| The components of cash and cash equivalents | ||
| Cash and cash equivalents reported in the statement of financial position | $ 75,593,308 | $ 59,319,084 |
| Due from central bank and call loans to other banks qualified as cash and cash equivalents as defined by IAS 7 | 214,030,192 | 192,103,391 |
| Investments in bills and bonds under resale agreements qualified as cash and cash equivalents as defined by IAS 7 | 3,444,800 | 2,622,080 |
| Cash and cash equivalents at end of reporting period | $ 293,068,300 | $ 254,044,555 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment 5
FIRST FINANCIAL HOLDING CO., LTD.
Profit Distribution Table
Year 2025
(Expressed in New Taiwan Dollars)
| Beginning retained earnings | $26,179,038,116 | ||
|---|---|---|---|
| Add(Less): | Profit of the year | $26,932,848,027 | |
| Add(Less): | Actuarial adjustment on defined benefit plans | 264,212,204 | |
| Add(Less): | Gains/losses of equity instruments designated at FVTOCI | 196,240,057 | |
| Add(Less): | The influence from IAS 29 | -260,987,941 | |
| Adjusted unappropriated earnings | 27,132,312,347 | ||
| Less: | Legal reserve (10%) | -2,713,231,235 | |
| Distributable profit | 50,598,119,228 | ||
| Distributable items: | |||
| Cash dividends to ordinary shares @1.30 | -$18,693,309,245 | ||
| Stock dividends to ordinary shares @0.00 | 0 | -18,693,309,245 | |
| Unappropriated earnings | $31,904,809,983 |
Note: Net profit of the year was set for dividend distribution as top priority
Attachment 6
Procedures for Acquisition or Disposal of Assets of First Financial Holding Co., Ltd.
Comparison Table between the Amended Articles and Current Articles
| Amended Articles | Current Articles | Description |
|---|---|---|
| Chapter 3 Related Party Transactions | ||
| Article 15 (Resolution and Control Procedures for Related Party Transactions) | ||
| When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of its paid-in capital, 10 percent or more of its total assets, or NT$300 million or more, except in trading of domestic government bonds (including government bonds under repurchase and resale agreements), subscription to or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following information has been submitted to and approved by more than half of all Audit Committee members, and resolved by the Board of Directors: | ||
| 1.~7. (omitted) | ||
| When these Procedures are submitted for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting. | ||
| If the Company has performed a transaction under the first paragraph with a related party, information about the actual transaction details (including the actual | Chapter 3 Related Party Transactions | |
| Article 15 (Resolution and Control Procedures for Related Party Transactions) | ||
| When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of its paid-in capital, 10 percent or more of its total assets, or NT$300 million or more, except in trading of domestic government bonds (including government bonds under repurchase and resale agreements), subscription to or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following information has been submitted to and approved by more than half of all Audit Committee members, and resolved by the Board of Directors: | ||
| 1.~7. (omitted) | ||
| When these Procedures are submitted for discussion by the Board of Directors pursuant to the first paragraph, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting. | I. To align with the planning of the "Corporate Governance 3.0 – Sustainable Development Roadmap", and to promote the reporting of related party transactions of non-operating activities at the shareholders' meeting, it is proposed to refer to Article 11 of the Sample Template of "Rules Governing Financial and Business Matters Between this Corporation and its Related Parties" for companies limited by shares, and add a third paragraph to this article stipulating that for those transactions as described in the first paragraph, the actual transaction details shall be reported at the next shareholders' |
Procedures for Acquisition or Disposal of Assets of First Financial Holding Co., Ltd.
Comparison Table between the Amended Articles and Current Articles
| Amended Articles | Current Articles | Description |
|---|---|---|
| transaction amount, terms of the transaction, and the information described in the subparagraphs of the preceding paragraph) should be reported at the next shareholders' meeting after the end of the fiscal year. (omitted) | (omitted) | meeting after the end of the fiscal year. II.The current paragraphs 3 to 4 shall be renumbered as paragraphs 4 to 5 accordingly. |
| Chapter 6 Procedures for Public Announcement and Reporting Article 34 (Matters to Be Publicly Announced and Reported) Under any of the following circumstances, the Company shall, within 2 days from the date of occurrence of the event, publicly announce and report the relevant information about the acquisition or disposal of assets on the designated website of the Financial Supervisory Commission in the appropriate format as prescribed by regulations: 1.~3. (omitted) 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of the Company's paid-in capital. 5. (omitted) 6. Transactions in government bonds, ordinary corporate bonds, and general bank bonds without equity characteristics (excluding subordinated debt) traded on securities exchanges or over-the-counter markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 7, | Chapter 6 Procedures for Public Announcement and Reporting Article 34 (Matters to Be Publicly Announced and Reported) Under any of the following circumstances, the Company shall, within 2 days from the date of occurrence of the event, publicly announce and report the relevant information about the acquisition or disposal of assets on the designated website of the Financial Supervisory Commission in the appropriate format as prescribed by regulations: 1.~3. (omitted) 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more. 5. (omitted) | I. The Financial Supervisory Commission (hereinafter referred to as the FSC), recognizing the importance of information disclosure, has raised the announcement threshold for publicly listed companies with paid-in capital of NT$50 billion or more, requiring that such companies shall announce when the transaction amount of the acquisition or disposal of equipment used for business operations where the counterparty is not a related party reaches 5 |
Procedures for Acquisition or Disposal of Assets of First Financial Holding Co., Ltd.
Comparison Table between the Amended Articles and Current Articles
| Amended Articles | Current Articles | Description |
|---|---|---|
| and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of the Company's paid-in capital. | ||
| 7. Where the transaction amount of an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: | ||
| (1)~(3) (omitted) | 6. Where the transaction amount of an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: | |
| (1)~(3) (omitted) | percent or more of the Company's paid-in capital. The amendment shall be made accordingly to align with this change. | |
| II. The FSC considered that companies, in order to make better use of their operating funds, have a need to allocate funds by investing in fixed-income bonds to enhance cash yield, and that the current announcement threshold of transaction amount of NT$300 million may cause large enterprises to face frequent disclosure requirements. Based on the significance of information disclosure and after weighing the risk characteristics of the products, a |
Procedures for Acquisition or Disposal of Assets of First Financial Holding Co., Ltd.
Comparison Table between the Amended Articles and Current Articles
| Amended Articles | Current Articles | Description |
|---|---|---|
| sixth | ||
| subparagraph | ||
| shall be added to | ||
| paragraph 1. For a | ||
| public company | ||
| with paid-in | ||
| capital reaching | ||
| NT$50 billion or | ||
| more, the | ||
| announcement | ||
| threshold for | ||
| transactions in | ||
| government | ||
| bonds, ordinary | ||
| corporate bonds, | ||
| and general bank | ||
| bonds without | ||
| equity | ||
| characteristics | ||
| (excluding | ||
| subordinated | ||
| debt) traded on | ||
| securities | ||
| exchanges or | ||
| over-the-counter | ||
| markets, which do | ||
| not fall under any | ||
| of the | ||
| circumstances | ||
| listed in the | ||
| proviso of | ||
| subparagraph 7, | ||
| and where | ||
| furthermore the | ||
| transaction | ||
| counterparty is | ||
| not a related | ||
| party, has been | ||
| raised to 5 percent |
Procedures for Acquisition or Disposal of Assets of First Financial Holding Co., Ltd.
Comparison Table between the Amended Articles and Current Articles
| Amended Articles | Current Articles | Description |
|---|---|---|
| or more of the Company's paid-in capital. | ||
| III. The current subparagraph 6 of paragraph 1 shall be renumbered as subparagraph 7 with appropriate textual revisions made. | ||
| Article 43 (Date of Implementation and Amendment) | ||
| These Procedures were established on May 16, 2003. | ||
| First amendment to these Procedures was made on June 15, 2007. | ||
| Second amendment to these Procedures was made on June 22, 2012. | ||
| Third amendment to these Procedures was made on June 20, 2014. | ||
| Fourth amendment to these Procedures was made on June 16, 2017. | ||
| Fifth amendment to these Procedures was made on June 21, 2019. | ||
| Sixth amendment to these Procedures was made on June 17, 2022. | ||
| Seventh amendment to these Procedures was made on [-][-], 2026. | Article 43 (Date of Implementation and Amendment) | |
| These Procedures were established on May 16, 2003. | ||
| First amendment to these Procedures was made on June 15, 2007. | ||
| Second amendment to these Procedures was made on June 22, 2012. | ||
| Third amendment to these Procedures was made on June 20, 2014. | ||
| Fourth amendment to these Procedures was made on June 16, 2017. | ||
| Fifth amendment to these Procedures was made on June 21, 2019. | ||
| Sixth amendment to these Procedures was made on June 17, 2022. | The date of this amendment has been added. |
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