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FIRST INS — AGM Information 2026
Apr 24, 2026
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AGM Information
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Stock ID: 2852
The First Insurance Co., Ltd.
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2026 Annual General Meeting
Meeting Handbook
Method for convening the meeting: Convened in a tangible form AGM Date: May 28, 2026
AGM venue: No. 88, Section 2, Zhongxiao East Road, Taipei City
Table of contents
I. Meeting Procedure ······························································· 01 II. Meeting Agenda ································································· 02 (I) Reports 1. The Company's 2025 Business Report ································ 02 2. The Company's 2025 Audit Committee Report ······················ 02 3. The Company's 2025 director and employee remuneration report ······································································· 02 4. Amendments to certain provisions of the Procedure Governing Use of the Company's Funds in Special Projects, Public Utilities and Social Welfare Enterprises ······························· 02 (II) Acknowledgments The Company’s 2025 business report and financial statements ····· 02 (III) Discussions 1. The proposal for the Company's 2025 appropriation of earnings ···································································· 03 2. The proposal for the Company's 2025 dividends distribution ······ 03 3. Amendments to certain provisions of the Company's “Procedure for Acquisition or Disposal of Assets” ·················· 03 (VI) Other discussions and special motions ····································· 05 Appendices: 1. Independent Auditor's Report ································· 21 2. Annual financial report ········································· 24 3. Procedure Governing Use of the Company's Funds in Special Projects, Public Utilities and Social Welfare Enterprises of The First Insurance Co., Ltd. ················ 40 4. Procedure for Acquisition or Disposal of Assets of The First Insurance Co., Ltd ········································ 49 5. Articles of Incorporation of The First Insurance Co., Ltd. ································································ 64 6. Rules of Procedure for Shareholders’ Meeting of The
First Insurance Co., Ltd. ······································· 70 7. Shareholdings held by the Company's directors ············ 79
2026 Annual General Meeting Procedure of The First Insurance Co., Ltd.
1. Commencement of meeting
2. Chairperson's opening remarks
3. Reports
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Acknowledgments
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Discussions
6. Other discussions and special motions
7. Dismissal
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2026 Annual General Meeting Agenda of The First Insurance Co., Ltd.
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Time: Thursday, May 28, 2026 at 9:00 a.m.
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Venue: First Conference Hall, Haihua Financial Center, B1, No. 88, Section 2, Zhongxiao East Road, Taipei City
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Method for convening the meeting: Convened in a tangible form.
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Chairperson's opening remarks
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Reports
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(1) The Company's 2025 Business Report (please see pages 5~7).
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(2) The Company's 2025 Audit Committee Report (please see page 8).
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(3) The Company's 2025 Director and Employee Remuneration Report (please see page 9).
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(4) Amendments to certain provisions of the Procedure Governing Use of the Company's Funds in Special Projects, Public Utilities and Social Welfare Enterprises (please see pages 10~20)
6. Acknowledgments
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Summary: The Company's 2025 business report and financial statements have been prepared and subsequently audited by Deloitte Taiwan and are available for acknowledgment (proposed by the Board of Directors).
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Description: (1) The Company's 2025 business report and financial statements were passed during 6th meeting of the 22nd Board of Directors dated March 11, 2026. The financial statements were subsequently audited by Deloitte Taiwan and reviewed by the Audit Committee, for which they have issued separate audit reports. The financial statements are hereby presented for acknowledgment during AGM in
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accordance with the Articles of Incorporation.
- (2) The case is ready for acknowledgment (please see pages 5~7 and pages 24~31).
Resolution:
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Discussions:
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(1) Summary: appropriation of the Company's 2025 earnings (proposed by the Board of Directors).
Description: Please refer to the Earnings Appropriation Chart (page 32) for details regarding appropriation of the Company's 2025 earnings.
Resolution:
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(2) Summary: Distribution of the Company's 2025 dividends is ready for approval (proposed by the Board of Directors).
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Description: The Board of Directors has proposed to pay out NT$499,931,881 from cumulative undistributed earnings as cash dividends. Based on the 301,163,784 shares outstanding, the payout is equivalent to NT$1.66 per share. The amount of cash dividends receivable by shareholders will be rounded off to the nearest dollar. Fractional amounts of less than NT$1 will be summed up and allocated based on the size of decimals in descending order and shareholders' account number in ascending order until the total amount of cash dividends is allocated. The Board of Directors shall be authorized to determine details related to the cash dividends, including the baseline date, once the proposal has been resolved in the AGM.
- Resolution:
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(3) Summary: The amendments to certain provisions of the Company's “Procedure for Acquisition or Disposal of Assets” (proposed
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by the Board of Directors).
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Description: 1. In accordance with the amendment to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, certain provisions of the Procedure for Acquisition or Disposal of Assets were hereby amended.
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Enclosed please find the “Cross Reference Table for Amendments to Procedure for Acquisition or Disposal of Assets of The First Insurance Co., Ltd” (please refer to pages 33~37).
Resolution:
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Other discussions and special motions:
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Dismissal
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Business Report
Ladies and gentlemen:
Welcome to the annual general meeting of shareholders of The First Insurance Co., Ltd.
First, in the first half of 2025, despite ongoing challenges posed by geopolitical turbulence and the rising tide of international trade protectionism, the expansion of AI applications from cloud infrastructure to edge devices drove a surge in Taiwan's export momentum as a critical node in the global supply chain, propelling economic performance in both the first and second quarters well beyond expectations. In the second half of 2025, as the U.S. Federal Reserve's monetary policy grew increasingly stable and investment in advanced semiconductor processes continued to scale, domestic production and export momentum climbed robustly, with export figures reaching an all-time high. On the domestic front, buoyed by the wealth effect generated by the thriving export sector, along with upward adjustments to wage levels and the statutory minimum wage, private consumption demonstrated strong growth across the retail, food and beverage, and leisure and entertainment industries. The Directorate-General of Budget, Accounting and Statistics of the Executive Yuan has preliminarily estimated Taiwan's economic growth rate for 2025 at 7.31%, representing a substantial leap forward compared to the 4.30% recorded in 2024.
Industry-wise, the non-life insurance industry posted total written premiums of NT$285.6 billion in 2025, up 5.69% from the NT$270.2 billion in 2024. The Company managed to generate NT$8.811 billion of written premiums in 2025, reflecting a decline of 1.46% from NT$8.941 billion in 2024. Below is a breakdown of the Company's 2025 business performance:
- Business aspect
Fire insurance:
Premium revenues amounted to NT$ 1,605,685 thousand and accounted for 18.22% of total premium revenues, representing a 5.06% growth over the
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NT$1,528,297 thousand recorded in 2024. Retained loss ratio was calculated at 26.47%.
Marine insurance:
Premium revenues amounted to NT$513,620 thousand and accounted for 5.83% of total premium revenues, representing a 11.34% growth over the NT$461,296 thousand recorded in 2024. Retained loss ratio was calculated at 23.01%.
Auto insurance:
Premium revenues amounted to NT$5,289,210 thousand and accounted for 60.04% of total premium revenues, representing a 5.39% decline over the NT$5,590,265 thousand recorded in 2024. Retained loss ratio was calculated at 59.47%.
Other insurance:
Premium revenues amounted to NT$1,401,986 thousand and accounted for 15.91% of total premium revenues, representing a 2.98% growth over the NT$1,361,471 thousand recorded in 2024. Retained loss ratio was calculated at 46.73%.
2. Financial aspect
As of the end of 2025, total assets amounted to NT$20.217 billion, an increase of NT$510 million from NT$19.707 billion at the end of 2024, primarily attributable to an increase in financial assets measured at amortized cost. Total liabilities amounted to NT$11.066 billion, reflecting an increase of NT$0.056 billion from NT$11.010 billion at the end of 2024, mainly due to an increase in temporary receipts.
Looking ahead to Taiwan's economic outlook for 2026, on the international front, the global economy is entering an adjustment phase following a period of elevated base effects. While the U.S.-China technology dispute and geopolitical tensions continue to persist, international forecasting institutions project that the global economic growth rate for 2026 will be maintained within the range of 2.8%
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to 3.2%, as the restructuring of global supply chains gradually stabilizes. Close attention must be paid to the substantive impact of the new U.S. administration's policies on global trade tariffs, which will represent the primary variable affecting export markets this year. Domestically, as AI technology shifts from hardware infrastructure development toward application-driven growth, Taiwan's leading advantages in advanced semiconductor processes, advanced packaging, and AI end-point devices remain firmly intact, providing sustained support for the country's export momentum. With regard to private investment, as major corporations continue to implement green energy transition and digital transformation initiatives, investment is expected to maintain an upward growth trajectory. Leading institutions forecast Taiwan's economic growth rate for 2026 to fall within the range of 3.25% to 3.61%, reflecting a development stance of "steady progress with stability as the foundation." As for our Company, we will carry forward the growth momentum established in 2025, maintaining a steadfast focus on our core business operations and upholding our guiding principles of prudence, solid execution, and innovation, while actively optimizing our business structure to adapt to evolving external environment changes. In terms of asset allocation, the Company will strive to raise capital efficiency and asset yields as a show of gratitude for the support of our shareholders.
Finally, we wish you all good health and all the best.
C. H. Lee
Chairman
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Hsin-Kun Chen
President
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Fei-Fen Hsiao
Head of Accounting
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The First Insurance Co., Ltd. Audit Committee Report
We have reviewed the Company's 2025 financial statements, business report and earnings appropriation proposal prepared by the Board of Directors. The financial statements have been audited by Deloitte Taiwan retained by the Board of Directors, for which the firm issued an independent auditor's report with an unqualified opinion.
The Audit Committee has reviewed the abovementioned reports prepared by the board of directors and found them to be in compliance with regulatory requirements. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act.
For
2026 Annual General Meeting of The First Insurance Co., Ltd.
Audit Committee convener: Yi-Lung Lai
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March 11, 2026
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The Company's 2025 director and employee remuneration report
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Pursuant to Article 31 of the Articles of Incorporation, the Company is required to allocate at least 1% of its annual profits for employee remuneration, and no more than 0.6% for director remuneration.
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Based on the above criteria, a proposal has been made to allocate NT$6,579,862 and NT$10,966,436 for the Company's 2025 director and employee (including managers) remuneration, respectively.
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The proposal was passed by 4th meeting of 6th Remuneration Committee dated February 26, 2026, and was subsequently presented to and passed by 6th meeting of 22nd Board of Directors dated March 11, 2026.
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The First Insurance Co., Ltd.
Comparison table of revised provisions for the procedures for handling ublic and social welfare investment in fundin ro ects p g p j
Name of amendment Original name Description Article 2 Article 2 In accordance with The use of the Company's funds in The use of the Company's funds in the amendment to Article 2 of special projects referred to herein shall special projects referred to herein shall “Regulations be restricted to investments in or be restricted to investments in or Governing Use of extension of loans for the following extension of loans for the following Insurer's funds in projects: projects: Special Projects, 1. Emerging and key strategic projects 1. Emerging and key strategic projects Public Utilities and Social Welfare or infrastructure approved by the or venture investment enterprises Enterprises.” government. approved by the government. (Subparagraph 2 to 7 omitted) (Subparagraph 2 to 7 omitted) Article 3 Article 3 In accordance with The use of the Company's funds for The use of the Company's funds for the amendment to Article 3 of public utilities referred to herein shall public utilities referred to herein shall “Regulations be restricted to the following utilities be restricted to the following utilities Governing Use of investment projects: investment projects: Insurer's funds in (Subparagraph 1 to 5 omitted) (Subparagraph 1 to 5 omitted) Special Projects,
| Name of amendment | Name of amendment | Original name | Original name | Description |
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| Article 2 The use of the Company's funds in special projects referred to herein shall be restricted to investments in or extension of loans for the following projects: 1. Emerging and key strategic projects or infrastructure approved by the government. (Subparagraph 2 to 7 omitted) |
Article 2 The use of the Company's funds in special projects referred to herein shall be restricted to investments in or extension of loans for the following projects: 1. Emerging and key strategic projects orventure investmententerprises approved by the government. (Subparagraph 2 to 7 omitted) |
In accordance with the amendment to Article 2 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.” |
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| Article 3 The use of the Company's funds for public utilities referred to herein shall be restricted to the following utilities investment projects: (Subparagraph 1 to 5 omitted) 6. Public infrastructure projects undertaken in accordance with the Act for Promotion of Private Participation in Infrastructure Projects (referred to as the“PPP Act” hereunder) or other regulations. 7. Other public infrastructure projects in line with the government's policies. “Public infrastructure projects undertaken in accordance with other regulations”under Subparagraph 6 of the preceding paragraph refer to a project planned by the competent authority in accordance with other applicable regulations, deemed as a public investment in line with government policies, and in which the public infrastructure component accounts for not less than 50% of the development area or original investment amount. When the Company engages in public investment in accordance with the subparagraph 6 and 7 of the Paragraph 1,according to the regulations of the competent authority, if the Company |
Article 3 The use of the Company's funds for public utilities referred to herein shall be restricted to the following utilities investment projects: (Subparagraph 1 to 5 omitted) 6. Other public utilities as promoted by the government orin line with the government's construction projects. When the Company engages in public investment in accordance with the subparagraph 6 of thepreceding Paragraph, according to the regulations of the competent authority, if the |
In accordance with the amendment to Article 3 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.” |
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| participates through investment equity and the investee company reassigned the investment in the form of residential real estate, the percentage of the Company's capital contribution multiplying by the percentage of the parts of the real estate for residential use repaid by the investee company to the total area of the real estate project may not exceed 10%. In addition, the Company may not acquire ownership of the residential property. This restriction does not apply if the residences are provided for lease only. |
Company participates through investment equity and the investee company reassigned the investment in the form of residential real estate, the percentage of the Company's capital contribution multiplying by the percentage of the parts of the real estate for residential use repaid by the investee company to the total area of the real estate project may not exceed 10%. In addition, the Company may not acquire ownership of the residential property. This restriction does not apply if the residences are provided for lease only. |
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| Article 5 The investment targets of the Company, either special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development and construction projects, loans and investments as are in line with the government policies or making contribution tosocial welfare enterprises registered in accordance with relevant laws. Where the Company use its funds to invest in a special project,public utilities, and social welfare enterprises, the invested entity meeting any of the following criteria may be a limited partnership enterprise registered in accordance with the Limited Partnership Act without being subject to the restriction of company limited by shares provided in the preceding paragraph: (Subparagraph 1 to 4 omitted) (Paragraph 3 omitted) |
Article 5 The investment targets of the Company, either special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development and construction projects, loans and investments as are in line with the government policies or making contribution to long-term care institutions registered in accordance with relevant laws. Where the Company use its funds to invest in a special projectandpublic utilities, the invested entity meeting any of the following criteria may be a limited partnership enterprise registered in accordance with the Limited Partnership Act without being subject to the restriction of company limited by shares provided in the preceding paragraph: (Subparagraph 1 to 4 omitted) (Paragraph 3 omitted) |
In accordance with the amendment to Article 5 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.” |
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| Article 6 The limits of the Company’s investment in special projects, public utilities, and social welfare enterprises are specified as following: |
Article 6 The limits of the Company’s investment in special projects, public utilities, and social welfare enterprises are specified as following: |
In accordance with the amendment to Article 7 of “Regulations Governing Use of Insurer's funds in |
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| 1. The total investment shall be no more than 15%of the Company's capital in total. 2. The total amount of investment by the Company in one and the same entity shall be no more than 5% of the Company's capital except for the invested entity listed in Paragraph 2, Article 5. 3. The investment in one and the same entity shall comply with the following requirements: (1) Where the invested entity is a venture investment enterprise, the infrastructure referred to in Subparagraph 1, Article 2, and the entity referred to in Subparagraph 4, Paragraph 2, Article 5, such amount shall be no more than 25% of the invested entity’soutstanding shares or actual capital contribution. (2) Where the investment is made onto a private equity fund listed in Subparagraph 2, Article 2, such amount shall be no more than 20% of the invested entity's outstanding shares or actual capital contribution. However, if it meets the regulations of the competent authority, such amount shall be no more than 25% of the invested entity's outstanding shares or actual capital contribution. (3) Where the invested entity is an enterprises referred to in Article 3 and Article 4, such amount shall be no more than 45% of the invested entity’s outstanding shares or actual capital contribution. The foregoing is not applied, if the Company meets the following conditions and obtains the approval of the competent authority: (Item A to D omitted) E. Where this is not the first investment and the investment amount is no less than 45% of |
1. The total investment shall be no more than10% of the Company's capital in total. 2. The total amount of investment by the Company in one and the same entity shall be no more than 5% of the Company's capital except for the invested entity listed in Paragraph 2, Article 5. 3. The investment in one and the same entity shall comply with the following requirements: (1) Where the invested entity is a venture investment enterprise, and the entity referred to in Subparagraph 4, Paragraph 2, Article 5, such amount shall be no more than 25% of the invested entity’spaid-in capitalor actual capital contribution. (2) Where the investment is made onto a private equity fund listed in Subparagraph 2, Article 2, such amount shall be no more than 20% of the invested entity's paid-in capital or actual capital contribution. However, if it meets the regulations of the competent authority, such amount shall be no more than 25% of the invested entity'spaid-in capital or actual capital contribution. (3) Where the invested entity is an enterprises referred to in Article 3 and Article 4, such amount shall be no more than 45% of the invested entity’spaid-in capital or actual capital contribution. The foregoing is not applied, if the Company meets the following conditions and obtains the approval of the competent authority: (Item A to D omitted) E. Where this is not the first investment and the investment amount is no less than 45% of |
Special Projects, Public Utilities and Social Welfare Enterprises.” |
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the invested entity's outstanding shares or actual capital contribution, the invested entity shall shows no accumulated losses in the financial statement for the most recent period, unless the invested entity is a private institution regulated by the Act for PPP.
- (4) Except for the invested entity prescribed in the preceding three items, such amount shall be no more than 10% of the invested entity's outstanding shares or actual capital contribution.
(Subparagraph 4 to 5 omitted) (Paragraph 2 omitted) Where, after the Company uses the funds in special projects, public utilities and social welfare enterprises, the invested entity is found qualified to accept investments under the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act and the following provisions instead:
- Where the funds of the invested entity are used in any project under Article 3 or Article 4 herein, and the Company’s investment ratio exceeds the limits set forth in Subparagraph 3 or 4 of Paragraph 1 or Paragraph 2 of Article 146-1 of the Act, no additional funds shall be invested in the entity unless the additional investment is made to maintain the original equity share in the entity.
the invested entity's paid-in capital or actual capital contribution, the invested entity shall shows no accumulated losses in the financial statement for the most recent period, unless the invested entity is a private institution regulated by the Act for Promotion of Private Participation in Infrastructure Projects (hereinafter referred to as the Act for PPP).
- (4) Except for the invested entity prescribed in the preceding three items, such amount shall be no more than 10% of the invested entity's paid-in capital or actual capital contribution.
(Subparagraph 4 to 5 omitted) (Paragraph 2 omitted) Where, after the Company uses the funds in special projects, public utilities and social welfare enterprises, the invested entity is found qualified to accept investments under the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act instead, provided that if said investment exceeds the ratio as - prescribed in the sub paragraph 3 or 4 of Paragraph 1 or Paragraph 2 of Article 146-1 of the Insurance Act, no additional funds shall be invested by the Company in the entity unless the entity requires a capital increase by the Company on a pro rata basis subject to the Company's original equity share in the entity.
- Where the funds of the invested entity are used originally in a project under Article 3 or Article 4 herein which subsequently exceeds the scope of projects under Article 3 or Article 4 herein, and the invested
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entity undergoes significant changes in its major business items or operational policies, the Company shall, within 7 working days after the occurrence of event, report the reasons and relevant information to the competent authority. If it is deemed by the competent authority that investment in the invested entity clearly does not align with the original investment purpose, the Company shall, within three years from the next day following the receipt of competent authority’s letter, reduce its investment ratio to the level that complies with Subparagraph 3 or 4, Paragraph 1, Article 146-1 of the Act. However the preceding provision does not apply, provided the Company applies, within two months before the aforementioned adjustment period expires, to the competent authority for an extension of the adjustment period by submitting the reasons why it is unable to dispose its shares in the invested entity within the specified time limit. Where the Company applies for an extension pursuant to the proviso under Subparagraph 2 of the preceding paragraph, each extension shall not exceed one year and extension will be allowed for a maximum of two times. (Paragraph 5 to 6 omitted) (Paragraph 5 to 6 omitted) Article 7 Article 7 In accordance with If the total amount of the Company If the total amount of the Company the amendment to Article 8 of invested in one and the same invested invested in one and the same invested “Regulations exceeds half of the outstanding sharesoutstanding shares exceeds half of the paid-in capital or Governing Use of or half of the total outstanding voting half of the total outstanding voting Insurer's funds in shares of such invested entity, the shares of such invested entity, the Special Projects, followings shall be complied with: followings shall be complied with: Public Utilities and Social Welfare (Subparagraph 1 to 7 omitted) (Subparagraph 1 to 7 omitted) Enterprises.” (Paragraph 2 to 3 omitted) (Paragraph 2 to 3 omitted)
If the total amount of the Company invested in one and the same invested exceeds half of the outstanding sharesoutstanding shares or half of the total outstanding voting shares of such invested entity, the followings shall be complied with: (Subparagraph 1 to 7 omitted) (Paragraph 2 to 3 omitted) The invested entity listed in Paragraph 1 and its subsidiaries having a - controlling subordinate relationship with the entity based on the entity’s shareholding in the company do not
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| have substantial operating activities, the provisions of Subparagraphs 1 through 5 and Subparagraph 7 of Paragraph 1 hereof and the provisions of Paragraphs 2 and 3 hereof do not apply. |
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Article 8 When using its funds for special projects, public utilities and social welfare enterprises, the Company shall apply for approval from the competent authority by submitting the following documents; the same shall apply if the Company changes on its own the investment plan and purpose after obtaining approval, thereby affecting the overall financial assessment of the project or exceeding the scope or criteria originally approved by the competent authority: (Subparagraph 1 to 2 omitted) 3. Financial statements of the invested entity. This document does not need to be attached if the invested entity has been established for less than a year, or the invested entity and its subordinate companies having a controlling-subordinate relationship with the entity based on the entity’s shareholding in the company do not have substantial operating activities. (Subparagraph 4 to 8 omitted) 9. An opinion statement issued and signed by the head office chief compliance officer undertaking that the use of funds and/or investment complies with applicable regulations and internal rules. 10. Documents evidencing the Company’s use of funds complies with applicable regulations and supervision / management methods, provided the invested entity invests in a project under Articles 2 through Article 4 herein through a subordinate company having a controlling-subordinate relationship with the entity based on the entity’s shareholding in it. 11. Letters of approval issued by the relevant authorities. |
Article 8 When using its funds for special projects, public utilities and social welfare enterprises, the Company shall apply for approval from the competent authority by submitting the following documents: (Subparagraph 1 to 2 omitted) 3. Financial statements of the invested entity. This document does not need to be attached if the invested entity has been established for less than a year. (Subparagraph 4 to 8 omitted) 9. Letters of approval issued by the relevant authorities. |
In accordance with the amendment to Article 9 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.” |
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| 12. Other information specified by the competent authority. If the Company’s investment in a special project or a public investment or social welfare enterprise has any significant changes below after the investment has obtained approval from the competent authority, the Company shall, within 7 working days after the occurrence of event, report the reasons and relevant information to the competent authority: 1. The invested entity has unexpected significant changes in its major business items or operational policies that the investment no longer aligns with the Company’s original investment plan and purpose. 2. The Company’s investment amount increases NT$100 million or more than the originally approved amount and reaches 20% or more than the originally approved amount. Notwithstanding the foregoing, the provision does not apply if the Company undergoes capital increase in accordance with Subparagraph 1, Paragraph 3 of Article 7 or Subparagraph 1, Paragraph 1 of Article 10 herein. 3. The investment project’s time line falls behind the originally planned schedule or there are other situations that produce significant negative effect on financial assessment performed by the Company. Any change in the directors, supervisors, or independent directors assigned by enterprises listed in Article 3 and Article 4 with investments approved by relevant authorities from the Company must be reported to the competent authoritywithin seven business days from the occurrence, together with the details of the changes and a compliance statementfor reference. |
10. Other information specified by the competent authority. Any change in the directors and supervisors assigned by enterprises listed in Article 3 and Article 4 with investments from the Company must be reported to the competent authority for reference. |
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Article 9
Article 9
| Article 9 If the Company meets any of the following circumstances, it may proceed to use its fund for special projects, public utilities and social welfare enterprises per resolution by the Board of Directors or within the scope authorized by the Board of Directors. The foregoing is not applied when the Company proceeds with investment in accordance with Article 3 and Article 4 and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act and has not yet been approved: 1. The Company increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its original share or contribution in the total investment in the project. 2. The investee is a venture capital enterprise that is qualified venture capital enterprises by the central competent authority in accordance with the Regulations for the Guidelines for Venture Capital Businesses, a private equity fund listed in Subparagraph 2 of Article 2, Subparagraph 2 of Paragraph 2 of Article 5, or Article 5, Paragraph 2, Subparagraph 4, and the total investment in the same enterprise is not more than NT$500 million and the Company's equity is not more than 5%. 3. The investee is an infrastructure project listed in Subparagraph 1, Article 2 and a public investment listed in Article 3, and the Company’s total investment in the same investee does not exceed NT$1 billion and 5 percent of the Company’s equity. 4. The invested entity is not such an enterprise as specified in the preceding2Subparagraph and the |
Article 9 If the Company meets any of the following circumstances, it may proceed to use its fund for special projects, public utilities and social welfare enterprises per resolution by the Board of Directors or within the scope authorized by the Board of Directors. The foregoing is not applied when the Company proceeds with investment in accordance with Article 3 and Article 4 and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act: 1. The Company increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its original share or contribution in the total investment in the project. 2. The investee is a venture capital enterprise that is qualified venture capital enterprises by the central competent authority in accordance with the Regulations for the Guidelines for Venture Capital Businesses, a private equity fund listed in Subparagraph 2 of Article 2, Subparagraph 2 of Paragraph 2 of Article 5, public investment listed in Article 3, or Article 5, Paragraph 2, Subparagraph 4, and the total investment in the same enterprise is not more than NT$500 million and the Company's equity is not more than 5%. 3. The invested entity is not such an enterprise as specified in the preceding Subparagraph and the |
In accordance with the amendment to Article 10 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.” |
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In accordance with the amendment to Article 10 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.”
- The invested entity is not such an 3. The invested entity is not such an enterprise as specified in the enterprise as specified in the preceding 2 Subparagraph and the preceding Subparagraph and the
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| total amount that the Company invests in one and the same entity is less than NT$100million and less than 2% of the owner’s equity of the Company. 5. Other circumstances regulated by the competent authority. (Paragraph 2 omitted) If the invested entity is the entity regulated by the Act for PPP and the following investment amount and conditions are met, the Company can invest in such entity. The foregoing is not applied when the Company proceeds with investment in accordance with Article 3 and Article 4 and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Actand has not yet been approved: 1. The total amount of investment in one and the same project of the Company is less than NT$2billion and 10% of the owner’s equity of the Company, and the following conditions are fulfilled: (1) The ratio of the Company's equity capital to risk capital in the most recent period shall comply with legal standards. (2) The Company shall submit the documents referred to in the preceding article to the Board of Directors for resolution and approval prior to the investment. (Subparagraph 2 omitted) (Paragraph 4 omitted) Where the Company proceeds with investment in accordance with regulations in Paragraph 1 and Paragraph 3, the Company shall have the documents referred to in Paragraph 1 of the preceding article submitted to the competent authority for subsequent review. |
total amount that the Company invests in one and the same entity is less than NT$50 million and less than 2% of the owner’s equity of the Company. 4. Other circumstances regulated by the competent authority. (Paragraph 2 omitted) If the invested entity is the entity regulated by the Act for PPP and the following investment amount and conditions are met, the Company can invest in such entity. The foregoing is not applied when the Company proceeds with investment in accordance with Article 3 and Article 4 and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act: 1. The total amount of investment in one and the same project of the Company is less than NT$1billion and 10% of the owner’s equity of the Company, and the following conditions are fulfilled: (1) The ratio of the Company's equity capital to risk capital in the most recent period shall comply with legal standards. (2) The Company shall submit the documents referred to in the preceding article to the Board of Directors for resolution and approval prior to the investment. (Subparagraph 2 omitted) (Paragraph 4 omitted) Where the Company proceeds with investment in accordance with regulations in Paragraph 1 and Paragraph 3, the Company shall have the documents referred to in Paragraph 1 of the preceding article submitted to the competent authority for subsequent review and the chief compliance officer of the headquarters of the Company must issue an opinion on the compliance with laws and internal regulations and sign the statement to |
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|---|---|---|---|---|
18
| ensure accountability. | |||
|---|---|---|---|
| Article 11 Operating Procedure for the Company’s Investment in Special Projects, Public Utilities, and Social Welfare Enterprises (Subparagraph 1 through 2 omitted) 3. Internal Control System (Item (1) omitted) (2) Control by the operating procedure: (Item (2)-1 to (2)-5 omitted) 6. If the Company invests in an enterprise listed in Article 3 and Article 4, and when the Company appoints more than half of the directors of the invested entity,the investee company shall establish independent director whoshall not, in accordance with Article 27 of the Company Act, be elected from the government, a corporate shareholder, or its representative, andmust have the professional knowledge necessary for the business operations of the invested entity. The independent director must also maintain his independence within the scope of his job duty and may not have direct or indirect interests with the Company or its affiliated companies. (Item (3) omitted) (Subparagraph 4 to 5 omitted) |
Article 11 Operating Procedure for the Company’s Investment in Special Projects, Public Utilities, and Social Welfare Enterprises (Subparagraph 1 through 2 omitted) 3. Internal Control System (Item (1) omitted) (2) Control by the operating procedure:. (Item (2)-1 to (2)-5 omitted) 6. If the Company invests in an enterprise listed in Article 3 and Article 4, when the Company appoints more than half of the directors of the invested entity, they must include least oneindependent director who must have the professional knowledge necessary for the business operations of the invested entity. The independent director must also maintain his independence within the scope of his job duty and may not have direct or indirect interests with the Company or its affiliated companies. (Item (3) omitted) (Subparagraph 4 to 5 omitted) |
In accordance with the amendment to Article 6 of “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.” |
|
| Article 13 The Procedure shall be submitted to the competent authority for future reference and also reported to a shareholders’ meeting after it is approved by the Board of Directors. The same shall apply where the Procedure is amended. The Procedure was established on February 27, 2020. The Procedure was amended on March 25,2022. |
Article 13 The Procedure shall be submitted to the competent authority for future reference and also reported to a shareholders’ meeting after it is approved by the Board of Directors. The same shall apply where the Procedure is amended. The Procedure was established on February 27, 2020. The Procedure was amended on March 25,2022. |
Date of amendment is added. |
19
| The Procedure was amended on August 26, 2024. The Procedure was amended on March 11, 2026. |
The Procedure was amended on August 26, 2024. |
|
|---|---|---|
20
Independent Auditor's Report
To the management of The First Insurance Co., Ltd.:
Audit opinion
We have reviewed the balance sheet of The First Insurance Co., Ltd. as at December 31, 2025 and 2024, the statement of comprehensive income, statement of changes in equity and cash flow statement for periods from January 1 to December 31, 2025 and 2024 and the accompanying footnotes (including summary of major accounting policies).
In our opinion, all material disclosures of the financial statements mentioned above were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Insurance Enterprises, international financial reporting standards approved and published by the Financial Supervisory Commission, the International Accounting Standards and interpretations thereof, and presented a fair view of the financial position of The First Insurance Co., Ltd. as of December 31, 2025 and 2024, and business performance and cash flow for periods January 1 to December 31, 2025 and 2024.
Basis of audit opinion
We have conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and applicable auditing standards. Our responsibilities as an auditor under the abovementioned standards will be explained in the Responsibilities paragraph. All relevant personnel of the accounting firm have followed CPA code of ethics and maintained independence from The First Insurance Co., Ltd. when performing their duties. We believe that the evidence obtained provide an adequate and appropriate basis for our opinion.
Key audit issues
Key audit issues are matters that we considered to be the most important, based on professional judgment, when auditing the 2025 financial statements of The First Insurance Co., Ltd. These issues have already been addressed when we audited and formed our opinions on the financial statements. Therefore we do not provide opinions separately for individual issues.
Key audit issues concerning the 2025 financial statements of The First Insurance Co., Ltd. are as follows:
Estimation of not reported (NR) and not settled (NS) reserves
The First Insurance Co., Ltd. has an actuarial team that estimates NR/NS reserves based on previous claims and expenses incurred by the various types of insurance, using methods that conform with actuarial principles. The book value of claim reserves (presented as insurance liability) as of December 31, 2025 amounted to NT$3,801,975 thousand, of which NT$776,591 thousand were insurance incurred by not reported (IBNR). Because the amount was presented based on the actuarial estimate, any change of assumption or any misjudgment may cause significant changes to profit and loss, and therefore has been listed as a key audit issue for the current year.
For more details on the accounting policy and methodology adopted for claim reserve provisioning, please refer to Note 4(12) and Note 5 of the financial statements. For details on amounts and changes, please refer to Note 37(3) of the financial statements.
We have performed tests to gain insight about the design and execution of various procedures and controls the Company had adopted to estimate IBNR reserves. In addition, we obtained data on direct claims paid by the First Insurance Co., Ltd., for various insurance categories and retained materials related to actual losses to verify the integrity of data used in the actuarial estimate. Our actuarial experts assisted us in evaluating whether the methodologies and assumptions undertaken to provide for IBNR reserves were compliant with laws and establishing proprietary models for validating the rationality of the IBNR reserves provided by the Company.
21
Responsibilities of the management and governing body to the financial statements
Responsibilities of the management were to prepare and ensure fair presentation of financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretation or SIC Interpretation endorsed by the Financial Supervisory Commission and exercise proper internal control practices that are relevant to the preparation of financial statements so that the financial statements are free of material misstatements caused by fraud or error.
In preparing the financial statements, management's responsibilities also include evaluating The First Insurance Co.,Ltd.'s ability to continue as a going concern, disclosing related matters, and adopting the going concern basis of accounting, unless management intends to liquidate The First Insurance Co.,Ltd. or to cease operations or has no practical alternative but to do so.
The governing body of The First Insurance Co., Ltd. (including the Audit Committee) is responsible for supervising the financial reporting process.
Responsibilities of the auditor when auditing financial statements
The purposes of our audit were to obtain reasonable assurance of whether the financial statements were prone to material misstatements caused by fraud or error, and issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with applicable auditing principles do not necessarily guarantee detection of all material misstatements within the financial statements. Misstatements can be attributed to fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the financial statement user.
When conducting audits in accordance with applicable auditing principles, we exercised judgments and raised doubts as deemed professionally appropriate. We also performed the following tasks as an auditor:
-
Identifying and assessing risks of material misstatement due to fraud or error; designing and executing appropriate responsive measures for the identified risks; and obtaining adequate and appropriate audit evidence to support audit opinions. Fraud may involve conspiracy, forgery, intentional omission, untruthful declaration or breach of internal control, and our audit did not find any material misstatement where the risk of fraud is greater than the risk of error.
-
Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but without providing opinion on the effectiveness of internal control system of The First Insurance Co., Ltd.
-
Assessing the appropriateness of accounting policies adopted by the management, and the rationality of accounting estimates and related disclosures made.
-
Forming conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of The First Insurance Co., Ltd. to operate as a going concern, based on the audit evidence obtained. We are bound to remind financial statement users and make related disclosures if material uncertainties exist regarding the above-mentioned events or circumstances and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based upon audit evidence obtained as of the audit report date. However, occurrences of future events or circumstances may still render The First Insurance Co., Ltd. no longer capable of operating as a going concern.
-
Assessing the overall presentation, structure and contents of the financial statements (including related footnotes), and whether certain transactions and events are presented appropriately in the financial statements.
22
We have communicated with the governance body about the scope, timing and significant findings (including significant defects identified in the internal control) of our audits.
We have also provided the governance body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors' professional ethics, and communicated with the governance body on all matters that may affect the auditor's independence (including protection measures).
Based on the matters discussed with the governance unit, we, the CPAs, have determined the key audit matters for the audit of the financial statements of The First Insurance Co.,Ltd. for 2025. These issues have been addressed in our audit report except for: 1. Certain topics that are prohibited by law from disclosing to the public; or 2. Under extreme circumstances, topics that we decided not to communicate in the audit report because of higher negative impacts they may cause than the benefits they bring to the public interest.
Deloitte Taiwan CPA: Chao-Mei Chen CPA: Sheng-Tai Liang
==> picture [60 x 55] intentionally omitted <==
Approval reference of the Securities and Approval reference of the Financial Futures Bureau Supervisory Commission Tai-Cai-Zheng-VI-Zi No. 0920123784 Jin-Guan-Zheng-Shen-Zi No. 1100356048
March 11, 2026
23
The Company's 2025 Financial Statements
1. Balance Sheet
II. Comprehensive Income Statement
III. Statement of Changes in Equity
IV. Cash Flow Statement
24
The First Insurance Co., Ltd. Balance Sheet As at December 31, 2025 and 2024
Unit: NTD thousand
| Code 11000 12100 12200 12500 12000 14110 14145 14180 14190 14200 14000 15100 15200 15300 15000 16000 16700 17300 17800 18160 18300 18700 18000 1XXXX Code 21100 21200 21400 21500 21600 21000 21700 23800 24100 24200 24400 24500 24000 28000 25300 25900 25000 2XXXX 31000 33100 33200 33300 33000 34000 3XXXX |
Assets Cash and cash equivalents (Notes 4 and 6) Receivables Notes receivable (Notes 4, 12 and 37) Premiums receivable (Notes 4, 12, 31 and 37) Other receivables (Notes 4 and 12) Total receivables Investment Financial assets at fair value through profit and loss (Notes 4 and 7) Financial assets carried at cost after amortization (Notes 4, 9 and 10) Other financial assets (Notes 4, 6 and 11) Financial assets at fair value through other comprehensive income (Notes 4, 8 and 10) Investment properties (Notes 4 and 13) Total investment Reinsurance Contracts Assets Claims recoverable from reinsurers (Notes 4, 12, 14 and 37) Reinsurance accounts receivable (Notes 4, 12, 14 and 37) Reinsurance reserve assets (Notes 4, 14 and 37) Total reinsurance contract assets Property, plant, and equipment (Notes 4 and 15) Right-of-use asset (Notes 4 and 16) Intangible assets (Notes 4 and 17) Deferred income tax assets (Notes 4 and 26) Other assets Net defined benefit assets (Notes 4 and 22) Guarantee deposits paid (Notes 8 and 18) Other assets - Others (Note 19) Total other assets TOTAL ASSETS Liabilities and equity Payables Notes payable Insurance claims and benefits payable (Note 37) Commission payable (Note 37) Reinsurance accounts payable (Notes 4 and 37) Other payables (Note 20) Total payables Current income tax liabilities (Notes 4 and 26) Lease liabilities (Notes 4 and 16) Insurance liabilities (Notes 4, 5, 21 and 37) Unearned premium reserve Claim reserve Special claim reserve Deficiency reserve Total insurance liabilities Deferred income tax liabilities (Notes 4 and 26) Other liabilities Guarantee deposits received Other liabilities - Others (Note 23) Total other liabilities Total liabilities Share capital (Note 24) Retained earnings (Note 24) Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity (Note 24) Total equity Total liabilities and equity |
December 31, 2025 Amount % $ 2,086,377 10 129,718 1 123,028 1 120,032 - 372,778 2 2,055,381 10 4,477,529 22 4,247,209 21 2,586,712 13 900,552 5 14,267,383 71 136,831 1 202,626 1 1,909,280 9 2,248,737 11 617,658 3 3,975 - 17,340 - 12,267 - 30,298 - 530,977 3 29,181 - 590,456 3 $ 20,216,971 100 $ 12,101 - 418 - 100,077 1 288,299 1 269,837 1 670,732 3 111,896 1 4,021 - 4,463,621 22 3,801,975 19 1,750,866 9 - - 10,016,462 50 92,934 - 16,941 - 152,713 1 169,654 1 11,065,699 55 3,011,638 15 2,038,064 10 3,045,593 15 693,249 3 5,776,906 28 362,728 2 9,151,272 45 $ 20,216,971 100 |
December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount $ 2,086,377 129,718 123,028 120,032 372,778 2,055,381 4,477,529 4,247,209 2,586,712 900,552 14,267,383 136,831 202,626 1,909,280 2,248,737 617,658 3,975 17,340 12,267 30,298 530,977 29,181 590,456 $ 20,216,971 $ 12,101 418 100,077 288,299 269,837 670,732 111,896 4,021 4,463,621 3,801,975 1,750,866 - 10,016,462 92,934 16,941 152,713 169,654 11,065,699 3,011,638 2,038,064 3,045,593 693,249 5,776,906 362,728 9,151,272 $ 20,216,971 |
Amount $ 2,293,568 121,666 115,494 75,342 312,502 1,615,992 3,697,479 4,185,665 2,777,227 898,683 13,175,046 139,216 511,537 2,072,880 2,723,633 612,125 2,946 21,141 13,285 11,875 520,373 20,111 552,359 $ 19,706,605 $ 10,811 - 115,006 283,700 280,935 690,452 87,818 2,984 4,498,217 3,791,510 1,716,506 9,831 10,016,064 99,591 16,232 97,078 113,310 11,010,219 3,011,638 1,831,347 2,780,894 839,879 5,452,120 232,628 8,696,386 $ 19,706,605 |
% | ||||
12 1 - - 1 8 19 21 14 5 67 1 3 10 14 3 - - - - 3 - 3 100 - - 1 1 1 3 - - 23 19 9 - 51 1 - 1 1 56 15 10 14 4 28 1 44 100 |
The accompanying notes are an integral part of the financial statements.
Chairman: C. H. Lee
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Manager: Hsin-Kun Chen
==> picture [56 x 47] intentionally omitted <==
Head of Accounting: Fei-Fen Hsiao
==> picture [51 x 45] intentionally omitted <==
25
The First Insurance Co., Ltd.
Statement of Comprehensive Income
For periods from January 1 to December 31, 2025 and 2024
Unit: NTD thousand, except EPS which is in dollars
| Code Operating revenues (Note 4) 41110 Written premiums (Notes 31 and 37) 41120 Reinsurance Premium 41100 Premium revenues 51100 Less: reinsurance premiums expense 51310 Less: Net change in unearned premium reserve 41130 Retained Earned Premium 41300 Reinsurance commissions received (Note 37) 41400 Service fee Net investment gains 41510 Interest income (Note 25) 41521 Gain/loss on financial assets or liabilities at fair value through profit and loss 41527 Realized gains/losses on financial assets at fair value through other comprehensive income (Note 8(1)) 41550 Gain (loss) on exchange - investment (Note 25) 41570 Gains (losses) on investment property (Note 25) 41585 Reversal gain from expected credit impairment losses on investments 41500 Total net investment gains Other operating revenues 41830 Gain on exchange - non-investment (Note 25) 41890 Other operating revenues - Others 41800 Total other operating income 41000 Total operating revenues Operating Cost Retained claims and benefits (Notes 31 and 37) 51200 Insurance claim and benefit payments 41200 Less: Claims recovered from reinsurers and benefits 51260 Total retained claims and benefits paid |
2025 | % 116 6 122 30 ) - 92 3 1 3 - 1 1 ) 1 - 4 - - - 100 59 13) 46 |
2024 | % 115 5 120 29 ) 1) 90 4 - 3 1 1 - 1 - 6 - - - 100 63 17) 46 |
Variation percentage (%) |
||||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 8,810,500 423,618 9,234,118 2,275,036 ) 27,580 6,986,662 248,139 30,063 200,900 32,587 ) 116,131 42,484 ) 54,518 470) 296,008 - 686 686 7,561,558 4,457,074 956,003) 3,501,071 |
Amount $ 8,941,329 437,849 9,379,178 2,249,367 ) 123,742) 7,006,069 279,325 27,270 188,923 108,484 90,341 18,825 58,122 7,775 472,470 11,324 2,593 13,917 7,799,051 4,930,084 1,366,849) 3,563,235 |
||||||||
( ( ( ( ( |
( ( ( |
( ( ( |
( ( ( |
( 1 ) ( 3 ) ( 2 ) 1 122 - ( 11 ) 10 6 ( 130 ) 29 ( 326 ) ( 6 ) ( 106 ) ( 37 ) ( 100 ) ( 74 ) ( 95 ) ( 3 ) ( 10 ) ( 30 ) ( 2 ) |
(Continued next page)
26
(Continued from previous page)
| (Continued from previous page) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Code Net change in other liabilities (Note 37) 51320 Net change in claim reserves 51340 Net change in special claim reserves 51350 Net change in premium deficiency reserves 51300 Total net change in other liabilities 51510 Commission expenses (Note 37) 51600 Service charges (Note 37) Other operating costs 51810 Contribution to insurance stabilization fund (Note 37) 51830 Interest expenses 51850 Loss on exchange - non-investmen (Note 25) 51890 Other operating costs - Other 51800 Total other operating costs 51000 Total operating costs 60000 Gross profit Operating expenses (Notes 25 and 31) 58100 Selling expenses 58200 Administrative expenses 58300 Staff training expenses 58400 Expected credit impairment loss on non-investments (Notes 12 and 30) 58000 Total operating expenses 61000 Operating profit Non-operating income and expenses 59400 Asset retirement loss 59500 Recovery of bad and overdue debts 59920 Sundry income 59990 Other non-operating expenses (Note 16) 59000 Total non-operating income and expenses 62000 Operating income before tax 63000 Income tax expenses (Notes 4 and 26) 66000 Current net income |
2025 | % 2 1 - 3 15 2 - - - - - 66 34 18 2 - - 20 14 - - - - - 14 3 11 |
2024 | % 5 2 ) - 3 15 1 - - - - - 65 35 19 2 - - 21 14 - - - - - 14 2 12 |
Variation percentag e (%) |
||||
| Amount $ 167,049 34,360 9,831) 191,578 1,133,705 110,489 16,024 20 7,160 16 23,220 4,960,063 2,601,495 1,362,848 157,238 2,602 - 1,522,688 1,078,807 19 ) 68 354 112) 291 1,079,098 198,906 880,192 |
Amount $ 338,632 143,930 ) 9,831 204,533 1,202,700 122,843 17,137 196 - - 17,333 5,110,644 2,688,407 1,466,442 134,977 2,557 3,933 1,607,909 1,080,498 889 ) 16 96 96) 873) 1,079,625 176,328 903,297 |
||||||||
( ( ( |
( ( ( ( |
( |
( 51 ) 124 ( 200 ) ( 6 ) ( 6 ) ( 10 ) ( 6 ) ( 90 ) - - 34 ( 3 ) ( 3 ) ( 7 ) 16 2 ( 100 ) ( 5 ) - ( 98 ) 325 269 17 133 - 13 ( 3 ) |
(Continued next page)
27
(Continued from previous page)
| (Continued from previous page) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Code Other comprehensive income (Note 24) 83100 Items not reclassified into profit and loss 83110 Revaluation of defined benefit plan (Notes 4 and 22) 83180 Income tax on items not reclassified into profit and loss (Note 26) 83190 Gains/losses on valuation of equity instruments at fair value through other comprehensive income Total items not reclassified into profit and loss 83200 Items likely to be reclassified into profit and loss 83290 Gains/losses on debt instruments at fair value through other comprehensive income 83000 Other comprehensive income for the current period (net, after-tax) 85000 Total comprehensive income - current Earnings per share (Note 27) 97500 Basic 98500 Diluted |
2025 | % - - 3 3 - 3 14 |
2024 | % - - - - - - 12 |
Variation percentage (%) |
||||
| Amount $ 12,624 2,525 ) 176,787 186,886 20,252 207,138 $ 1,087,330 $ 2.92 $ 2.92 |
Amount $ 39,675 7,935 ) 1,050 32,790 27,017) 5,773 $ 909,070 $ 3.00 $ 3.00 |
||||||||
( |
( ( |
( 68 ) ( 68 ) 16,737 470 175 3,488 20 |
The accompanying notes are an integral part of the financial statements.
Chairman: C. H. Lee
==> picture [48 x 46] intentionally omitted <==
Manager: Hsin-Kun Chen
==> picture [57 x 46] intentionally omitted <==
Head of Accounting: Fei-Fen Hsiao
==> picture [51 x 45] intentionally omitted <==
28
The First Insurance Co., Ltd. Statement of Changes in Equity For periods from January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Unit: NTD thousand | ||||||||
|---|---|---|---|---|---|---|---|---|
| Code A1 Balance as of January 1, 2024 Appropriation and distribution of earnings: B1 Legal reserve B3 Special reserve B5 Cash dividend D1 2024 net income D3 2024 other comprehensive income D5 2024 total comprehensive income Q1 Disposal of investments in equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2024 Appropriation and distribution of earnings: B1 Legal reserve B3 Special reserve B5 Cash dividend D1 2025 net income D3 2025 other comprehensive income D5 2025 total comprehensive income Q1 Disposal of investments in equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2025 |
Share capital $ 3,011,638 - - - - - - - 3,011,638 - - - - - - - $ 3,011,638 |
RetainedEarnings | Undistributed earnings $ 484,160 ( 142,149 ) ( 195,400 ) ( 340,315 ) 903,297 31,740 935,037 98,546 839,879 ( 206,717 ) ( 264,699 ) ( 632,444 ) 880,192 10,099 890,291 66,939 $ 693,249 |
Other Equity Unrealized gains/losses on financial assets at fair value through other comprehensive income $ 357,141 - - - - ( 25,967) ( 25,967) ( 98,546) 232,628 - - - - 197,039 197,039 ( 66,939) $ 362,728 |
Totalequity | |||
| Legal reserve $ 1,689,198 142,149 - - - - - - 1,831,347 206,717 - - - - - - $ 2,038,064 |
Special reserve $ 2,585,494 - 195,400 - - - - - 2,780,894 - 264,699 - - - - - $ 3,045,593 |
|||||||
( ( ( ( |
$ 8,127,631 - - ( 340,315 ) 903,297 5,773 909,070 - 8,696,386 - - ( 632,444 ) 880,192 207,138 1,087,330 - $ 9,151,272 |
The accompanying notes are an integral part of the financial statements.
Chairman: C. H. Lee
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Manager: Hsin-Kun Chen Head of Accounting: Fei-Fen Hsiao
==> picture [51 x 45] intentionally omitted <==
29
The First Insurance Co., Ltd. Cash Flow Statement
For periods from January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Code Cash flow from operating activities A10000 Pre-tax profit for the current period A20010 Income, expenses and losses A20100 Depreciation A20200 Amortization A20900 Interest expenses A21200 Interest income A21300 Dividend income A21400 Net change of various reserves - current A21830 Reversal gain from expected credit impairment losses on investments A21850 Expected credit impairment loss on non-investments A22500 Loss on asset disposal A22900 Gain on lease modification A24100 Unrealized (gain) loss on foreign exchange A50000 Change in assets/liabilities related to operating activities A51110 Notes receivable A51120 Premiums receivable A51130 Other receivables A51140 Financial assets or liabilities at fair value through profit and loss A51141 Financial assets at fair value through other comprehensive income A51145 Debt instrument investments measured at cost after amortization A51990 Net defined benefit assets A51160 Other financial assets A51170 Reinsurance Contracts Assets A51190 Guarantee deposits paid A51990 Other assets A52110 Notes payable A52120 Claims payable A52140 Commission payable |
2025 $ 1,079,098 27,146 10,575 132 ( 200,900 ) ( 131,686 ) 398 470 - 19 - 10,322 ( 8,052 ) ( 7,534 ) ( 35,236 ) ( 439,389 ) 373,057 ( 780,000 ) ( 5,799 ) ( 70,352 ) 474,896 4,445 ( 9,070 ) 1,290 418 ( 14,929 ) |
2024 |
|---|---|---|
| $ 1,079,625 29,729 14,472 293 ( 188,923 ) ( 108,436 ) ( 158,993 ) ( 7,775 ) 3,933 889 ( 24 ) ( 33,285 ) 49,287 ( 89,172 ) ( 4,376 ) 379,766 ( 118,206 ) ( 740,000 ) ( 11,875 ) 714,586 253,773 ( 4,754 ) ( 1,991 ) ( 27,097 ) - 18,703 |
(Continued next page)
(Continued from previous page)
| (Continued from previous page) | ||
|---|---|---|
| Code A52150 Reinsurance accounts payable A52160 Other payables A52200 Provisions for employee benefits A52240 Guarantee deposits received A52990 Other liabilities A33000 Cash inflow from operating activities A33100 Interests received A33200 Dividends received A33300 Interests paid A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flow from investing activities B02700 Acquisition of property and equipment B04500 Acquisition of intangible assets B05400 Acquisition of investment property BBBB Cash outflow from investing activities Cash flow from financing activities C04020 Repayment of lease principal C04500 Cash dividends paid CCCC Cash outflow from financing activities DDDD Exchange rate effects on cash EEEE Increase in cash and cash equivalents for the current period E00100 Opening cash and cash equivalents E00200 Closing cash and cash equivalents |
2025 $ 4,599 ( 15,164 ) - 709 55,635 325,098 194,440 131,686 ( 132 ) ( 182,992) 468,100 ( 31,529 ) ( 6,774 ) ( 688) ( 38,991) ( 2,342 ) ( 632,444) ( 634,786) ( 1,514 ) ( 207,191 ) 2,293,568 $ 2,086,377 |
2024 |
| ( $ 29,359 ) 69,457 5,868 1,048 23,588 1,120,751 182,617 108,436 ( 293 ) ( 152,777) 1,258,734 ( 9,739 ) ( 2,299 ) - ( 12,038) ( 3,150 ) ( 340,315) ( 343,465) 3,333 906,564 1,387,004 $ 2,293,568 |
The accompanying notes are an integral part of the financial statements.
Chairman: C. H. Lee
==> picture [49 x 46] intentionally omitted <==
Manager: Hsin-Kun Chen
==> picture [56 x 46] intentionally omitted <==
==> picture [51 x 45] intentionally omitted <==
Head of Accounting: Fei-Fen Hsiao
The First Insurance Co., Ltd. Earnings Appropriation Chart
2025; Unit: NTD
| 2025; Unit: NTD | |
|---|---|
| Item | Amount |
| Opening undistributed earnings Remeasured amount of defined benefit plans recognized into retained earnings The accumulated gains or losses from disposal of the equity instruments at fair value through other comprehensive income are transferred directly into retained earnings. Adjusted undistributed earnings Add: Current net income Less: Provision for legal reserve (1) Less: Provision for special reserve (Note 2) Less: Provision for special reserve (Note 3) Distributable earnings in the current period Distributions: Bonus to shareholders (cash dividends at NT$1.66 per share) Closing undistributed earnings |
$1,444,745 10,099,148 66,938,910 78,482,803 880,191,703 (191,445,952) (262,843,831) (2,582,053) 501,802,670 ($499,931,881) $1,870,789 |
Note 1: Determined according to the Insurance Act and the Articles of Incorporation.
Note 2: Determined according to Articles 8, 9 and 10 of "Regulations Governing Provision of Reserves for Insurance Industry."
Note 3: Per the Letter Jin-Guan-Bao-Cai-Zi No. 10904939031 issued by the authority.
Note 4: The Company’s distribution of bonus to shareholders was based on the 301,163,784 outstanding shares in total.
Chairman: C. H. Lee
==> picture [48 x 46] intentionally omitted <==
Manager: Hsin-Kun Chen
==> picture [57 x 46] intentionally omitted <==
Head of Accounting: Fei-Fen Hsiao
==> picture [51 x 45] intentionally omitted <==
32
The First Insurance Co., Ltd. Cross Reference Table for the Amendments to Procedure for Acquisition or Disposal of Assets
| Name of amendment | Original name | Description |
|---|---|---|
| Article 8 Announcement and reporting standards (Subparagraph 1, Paragraph 1 to Subparagraph 3, Paragraph 1 omitted) 4. Where equipment for business use or right-of-use assets thereof are acquired or disposed of and furthermore the trading counterpart is not a related party and the transaction amount meets any of the following criteria: (1) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) For a public company whose paid-in capital is more than NT$10 billion but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. (3) For a public company whose paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital. 5. Acquisition or disposal by the Company engaged in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the trading counterpart is not a related party and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the trading counterpart is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more. 6. Where land is acquired under an |
Article 8 Announcement and reporting standards (Subparagraph 1, Paragraph 1 to Subparagraph 3, Paragraph 1 omitted) 4. Where equipment for business use or right-of-use assets thereof are acquired or disposed of and furthermore the trading counterpart is not a related party and the transaction amount meets any of the following criteria: (1) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) For a public company whose paid-in capital is more than NT$10 billion, the transaction amount reaches NT$1 billion or more. 5. Acquisition or disposal by the Company engaged in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the trading counterpart is not a related party and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the trading counterpart is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more. 6. Where land is acquired under an |
In accordance with the amendment to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” |
33
| arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages or joint construction and separate sale and furthermore the trading counterpart is not a related party and the amount the Company expects to invest in the transaction reaches NT$500 million. 7. In the case of a public company with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 8, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital. 8. Where an asset transaction other than any of those referred to in the preceding seven 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: (Item (1) to (3) omitted) (Subparagraph 2 to 5 omitted) |
arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages or joint construction and separate sale and furthermore the trading counterpart is not a related party and the amount the Company expects to invest in the transaction reaches NT$500 million. 7. Where an asset transaction other than any of those referred to in the precedingsix 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: (Item (1) to (3) omitted) (Subparagraph 2 to 5 omitted) |
|
|---|---|---|
| Article 11 When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in appraising the transaction price. Where the transaction |
Article 11 When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in appraising the transaction price. Where the transaction |
In accordance with the amendment to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” |
34
| amount reaches 20 percent or more of the Company’s paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. This requirement does not apply, however,to publicly quoted prices of securities that have an active market or where otherwise provided by regulations of the FSC. |
amount reaches 20 percent or more of the Company’s paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.This requirement does not apply, however,to publicly quoted prices of securities that have an active market or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). |
|||
|---|---|---|---|---|
| Article 12 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or membership cards and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. |
Article 12 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or membership cards and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.The CPA shall also comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. |
In accordance with the amendment to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” |
||
| Article 17 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 the Company’s paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements |
Article 17 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 the Company’s paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements |
In accordance with the amendment to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” |
35
or subscription or redemption of money or subscription or redemption of money market funds issued by domestic market funds issued by domestic securities investment trust enterprises, securities investment trust enterprises, the Company may not proceed to enter the Company may not proceed to enter into a transaction contract or make a into a transaction contract or make a payment until the following matters are payment until the following matters are submitted to the Audit Committeen, submitted to the Audit Committee for approved by one-half or more of all review and the Board of Directors for Audit Committee members, and the resolution: Board of Directors for resolution: (Subparagraph 1 to 7 omitted) (Subparagraph 1 to 7 omitted) The calculation of the transaction The calculation of the transaction amounts referred to in the preceding amounts referred to in the preceding paragraph and Paragraph 4 shall be paragraph shall be done in accordance done in accordance with Paragraph 2, with Paragraph 2, Article 8 and "within Article 8 and "within the preceding the preceding year" as used refers to the year" as used refers to the year year preceding the date of occurrence of preceding the date of occurrence of the the current transaction. Items that have current transaction. Items that have been submitted to the Audit Committee been submitted to the Audit Committee for review and reported to the Board of for review and reported to the Board of Directors for resolution pursuant to the Directors or shareholders meeting for Procedure need not be counted toward resolution pursuant to the Procedure the transaction amount. need not be counted toward the transaction amount. When a matter is submitted for When a matter is submitted for discussion by the Board of Directors discussion by the Board of Directors pursuant to Paragraph 1, the Board of pursuant to Paragraph 1, the Board of Directors shall take into full Directors shall take into full consideration each independent consideration each independent director's opinions. If an independent director's opinions. If an independent director objects to or expresses director objects to or expresses reservations about any matter, it shall be reservations about any matter, it shall be recorded in the Board of Directors' recorded in the Board of Directors' meeting minutes. meeting minutes. When the Company engages in the When the Company engages in the transactions referred to in Paragraph 1 transactions referred to in Paragraph 1 and the transaction amount reaches 10 and the transaction amount reaches 10 percent or more of the Company’s total percent or more of the Company’s total assets, the Company may not proceed to assets, the Company may not proceed to enter into a transaction contract or make enter into a transaction contract or make a payment until the matters prescribed a payment until the matters prescribed in Paragraph 1 have been approved by in Paragraph 1 have been approved by the shareholders’ meeting. the shareholders’ meeting. Article 25 Article 25 In accordance For the calculation of 10% of total For the calculation of 10% of total with the assets herein, the total assets stated in assets herein, the total assets stated in amendment to the most recent parent company only the most recent parent company only “Regulations financial report or individual financial financial report or individual financial Governing the
36
| report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the calculation under the provisions of the Procedure regarding transaction amounts relative to 20 percent of the paid-in capital, 10 percent of the equity attributable to owners of the parent shall apply. For the calculation of transaction amounts of 5 percent of paid-in capital herein, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of the Procedure regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of the Procedure regarding transaction amounts relative to paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted. |
report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the calculation under the provisions of the Procedure regarding transaction amounts relative to 20 percent of the paid-in capital, 10 percent of the equity attributable to owners of the parent shall apply. |
Acquisition and Disposal of Assets by Public Companies” |
|
|---|---|---|---|
| Article 27 Date of Enforcement (Paragraph 1 to 2 omitted) The Procedure was established on October 26, 1999. (The 1st amendment to the 9th amendment omitted). The 10th amendment was made on MM/DD/2026.. |
Article 27 Date of Enforcement (Paragraph 1 to 2 omitted) The Procedure was established on October 26, 1999. (The 1st amendment to the 9th amendment omitted). |
Date of amendment is added. |
37
The First Insurance Co., Ltd. Operating Procedure for the Company's Investment in Special Projects Public Utilities, and Social Welfare Enterprises
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Article 1 The Procedure is adopted in accordance with the “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises.”
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Article 2 The use of the Company's funds in special projects referred to herein shall be restricted to investments in or extension of loans for the following projects:
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Emerging and key strategic projects or infrastructure approved by the government.
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Venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses or private equity funds that meet the criteria specified by the competent authority and support projects in government policies.
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Industrial zone or regional development projects approved by the government.
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Purchase of houses by the houseless.
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Cultural and educational conservation and construction.
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Funeral facilities not distributed as public utilities listed in Article 3. 7. Other use in line with the government policies.
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Article 3 The use of the Company's funds for public utilities referred to herein shall be restricted to the following utilities investment projects:
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Transportation facilities of highways, railroads, harbors, parking lots and airports.
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Facilities of public utilities, such as water, electricity, telecommunications, etc.
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Construction of social housing and elderly residence projects.
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Environmental protection facilities, including river, sewage, garbage and waste disposal and funeral facilities. excluding cemeteries and columbariums.
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Construction of public-welfare facilities for public recreation.
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Public infrastructure projects undertaken in accordance with the Act for Promotion of Private Participation in Infrastructure Projects (referred to as the “PPP Act” hereunder) or other regulations.
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Other public infrastructure projects in line with the government's policies.
“Public infrastructure projects undertaken in accordance with other regulations” under Subparagraph 6 of the preceding paragraph refer to a project planned by the competent authority in accordance with other applicable regulations, deemed as a public investment in line with government policies, and in which the public infrastructure component accounts for not less than 50% of the development area or original investment amount.
When the Company engages in public investment in accordance with the subparagraph 6 and 7 of the Paragraph 1, according to the regulations of the competent authority, if the Company participates through investment equity and the investee company reassigned the investment in the form of residential real estate, the percentage of the Company's capital contribution multiplying by the percentage of the parts of the real estate for residential use repaid by the investee company to the total area of the real estate project may not exceed 10%. In addition, the Company may not acquire ownership of the residential property. This restriction does
38
not apply if the residences are provided for lease only.
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Article 4 The Company’s investment in social welfare business is limited to the business for social welfare operation that is established in accordance with the authorization of the competent authorities and the necessary facilities, including social assistance, welfare services, employment, social insurance and healthcare.
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Article 5 The investment targets of the Company, either special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development and construction projects, loans and investments as are in line with the government policies or making contribution to social welfare enterprises registered in accordance with relevant laws.
Where the Company use its funds to invest in a special project, public utilities, and social welfare enterprises, the invested entity meeting any of the following criteria may be a limited partnership enterprise registered in accordance with the Limited Partnership Act without being subject to the restriction of company limited by shares provided in the preceding paragraph:
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The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses.
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The invested entity is the private equity fund listed in Subparagraph 2, Article 2.
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The invested entity is the cultural and educational conservation and construction project provided in Subparagraph 5, Article 2.
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Other entity regulated by the competent authority that cooperates with government policies.
Where the Company use its funds to engage in investments provided in the preceding paragraph, the Company must be a limited partner in the limited partnership enterprise and meet the following requirements:
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The Company has established internal operating rules in accordance with relevant self-regulatory rules set out by the insurance association and filed with the competent authority for reference; and
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The ratio of equity capital to risk capital for the most recent period shall comply with the statutory standards for capital adequacy as set forth in Article 143-4, Paragraph 2, Subparagraph 1 of the Insurance Act (hereinafter referred to as the statutory standards).
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Article 6 The limits of the Company’s investment in special projects, public utilities, and social welfare enterprises are specified as following:
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The total investment shall be no more than 15% of the Company's capital in total.
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The total amount of investment by the Company in one and the same entity shall be no more than 5% of the Company's capital except for the invested entity listed in Paragraph 2, Article 5.
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The investment in one and the same entity shall comply with the following requirements:
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(1) Where the invested entity is a venture investment enterprise, the infrastructure listed in Subparagraph 1, Article 2, and the entity referred to in Subparagraph 4, Paragraph 2, Article 5, such amount shall be no more than 25% of the invested entity’s outstanding shares or actual capital
39
contribution.
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(2) Where the investment is made onto a private equity fund listed in Subparagraph 2, Article 2, such amount shall be no more than 20% of the invested entity's outstanding shares or actual capital contribution. However, if it meets the regulations of the competent authority, such amount shall be no more than 25% of the invested entity's outstanding shares or actual capital contribution.
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(3) Where the invested entity is an enterprises referred to in Article 3 and Article 4, such amount shall be no more than 45% of the invested entity’s outstanding shares or actual capital contribution. The foregoing is not applied, if the Company meets the following conditions and obtains the approval of the competent authority:
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A. The ratio of equity capital to risk capital in the most recent period meets the statutory standards.
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B. The investment project has been approved by the Board of Directors and independent directors and Audit Committee have been delegated too.
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C. There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authorities with relevant supporting document.
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D. There have been no major sanctions or disciplinary actions imposed by the competent authority in the most recent year, however, this does not include violations that have been rectified and affirmed by the competent authority.
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E. Where this is not the first investment and the investment amount is no less than 45% of the invested entity's outstanding shares or actual capital contribution, the invested entity shall shows no accumulated losses in the financial statement for the most recent period, unless the invested entity is a private institution regulated by the Act for PPP.
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(4) Except for the invested entity prescribed in the preceding three items, such amount shall be no more than 10% of the invested entity's outstanding shares or actual capital contribution.
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In case of securitization products issued by the Company aiming at the contents set forth in Article 3 and 4 as the target, the Company may invest within the limit of 10% of the total amount of the securitization products, free of the restriction of the investment ratio set forth in the preceding Subparagraph.
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The total amount of the Company invested in the entity listed in Paragraph 2, Article 5 shall not exceed 2% of its total funds.
The major sanctions and disciplinary actions as prescribed in Item 3-4, Subparagraph 3 of the preceding Paragraph and Item 1-5, Subparagraph 2, Paragraph 3, Article 9 refer to one of the major sanctions and disciplinary actions as specified in Subparagraphs 1 to 12, Article 2 of the FSC’s Regulations Governing Public Announcement and Explanation of Major Sanctions and Disciplinary Actions for Violations of Financial Laws and a fine of at least three times the minimum statutory amount for a single violation action as prescribed in Subparagraph 13 of said Regulations.
Where, after the Company uses the funds in special projects, public utilities and social
40
welfare enterprises, the invested entity is found qualified to accept investments under the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act and the following provisions instead:
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Where the funds of the invested entity are used in any project under Article 3 or Article 4 herein, and the Company’s investment ratio exceeds the limits set forth in Subparagraph 3 or 4 of Paragraph 1 or Paragraph 2 of Article 146-1 of the Act, no additional funds shall be invested in the entity unless the additional investment is made to maintain the original equity share in the entity.
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Where the funds of the invested entity are used originally in a project under Article 3 or Article 4 herein which subsequently exceeds the scope of projects under Article 3 or Article 4 herein, and the invested entity undergoes significant changes in its major business items or operational policies, the Company shall, within 7 working days after the occurrence of event, report the reasons and relevant information to the competent authority. If it is deemed by the competent authority that investment in the invested entity clearly does not align with the original investment purpose, the Company shall, within three years from the next day following the receipt of competent authority’s letter, reduce its investment ratio to the level that complies with Subparagraph 3 or 4, Paragraph 1, Article 146-1 of the Act. However the preceding provision does not apply, provided the Company applies, within two months before the aforementioned adjustment period expires, to the competent authority for an extension of the adjustment period by submitting the reasons why it is unable to dispose its shares in the invested entity within the specified time limit.
Where the Company applies for an extension pursuant to the proviso under Subparagraph 2 of the preceding paragraph, each extension shall not exceed one year and extension will be allowed for a maximum of two times.
Where the Company and its stakeholders jointly hold an invested entity listed in Subparagraph 2, Article 2, and Subparagraphs 1, 2 and 4, Paragraph 2, Article 5 or take any methods to achieve controlling and subordinate relations with the same invested entity, the following requirements shall be met:
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The Company shall not intervene in the operation, management and investment decision-making of the target and its invested enterprises directly or indirectly through the target or other means.
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The combined calculation of the Company's investment in the same company's stocks as referred to in Article 146-1, Paragraph 1, Subparagraph 3 of the Insurance Act and approved for public issuance in accordance with the law shall not exceed the limit prescribed in Article 146-1, Paragraph 1, Subparagraph 3 of the Insurance Act.
The Company’s investment in the stocks of companies listed in Article 146-1, Paragraph 1, Subparagraph 3 of the Insurance Act that should be consolidated and calculated as provided in Subparagraph 2 of the preceding paragraph shall be calculated based on the Company's investment proportion. Where the limit is exceeded, the Company shall comply with the following regulations before the condition is improved:
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The Company’s shareholding in the aforementioned company stock may not be increased.
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The entity’s shareholdings in the said company stock which the Company shall combine into the calculation may not be increased.
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Article 7 If the total amount of the Company invested in one and the same invested exceeds half of the outstanding shares or half of the total outstanding voting shares of such
41
invested entity, the followings shall be complied with:
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The Company shall ensure that the invested entity has set up an internal audit unit and set out in its internal control system the procedures and methods for self-assessment operation. Compliance with this implementation shall be tracked periodically by the Company.
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The Company shall ensure that the invested entity has agreed to provide at least an annual audit report or self-assessment report to the Company. The Company shall also ensure that the invested entity has agreed to submit a report to it within 10 days from the date the invested entity has found any violation or abnormality of the internal control system while conducting a project or annual audit.
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The Company shall ensure that the invested entity has agreed it to conduct an on-site audit on the invested entity during the investment period.
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If the income after tax of the invested entity in the most recent accounting year is negative or the invested entity generates accumulated losses after the investment, the Company shall submit an improvement plan to its Board of Directors within two months from the date the financial report has been prepared by the invested entity. Additionally, the Internal Audit Office of the Company shall submit a quarterly audit report on the implementation of the improvement plan to the Board of Directors.
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The Internal Audit Office shall track the improvement status of the invested entity on the deficiencies and extraordinary circumstances mentioned in the subparagraph 2 and conduct an on-site audit on the invested entity once every six months. The relevant tracking and audit items shall be included in scope of the internal control and audit of the Company. If any misconduct or material malpractice is detected, the Company shall immediately inform the invested entity and periodically prepare a tracking report. The completed audit and tracking report shall be submitted to the latest meeting of the Board of Directors of the Company.
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The subsidiaries shall comply with the required control procedure according to the Regulations Governing Implementation of Internal Control and Auditing System of Insurers and Regulations Governing Establishment of Internal Control Systems by Public Companies.
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The Company shall establish a monitoring and audit management system. Such monitoring and audit system shall at least include the regulations prescribes in the preceding six subparagraphs and be submitted to and passed by the Board of Directors. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the Board of Directors' meeting minutes.
The audit and tracking report prescribed in the subparagraph 5 of the preceding paragraph shall be signed by the president, general internal audit officer and chief compliance officer of the Company. The content of the audit report shall at least include the followings:
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Operating status of the invested entity;
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Quarterly financial statement of the invested entity;
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The meeting minutes and the implementation status of the resolutions passed by the board of directors of the invested entity;
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The implementation status of the resolutions passed by a shareholders’ meeting of the invested entity;
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The existence of violation or abnormalities in the internal control system of
42
the invested entity; and
- Whether the invested entity has been involved in any misconduct or material malpractice.
The Company shall comply with Article 11 of the Regulations Governing Public Disclosure of Information by Property Insurers to disclose the audit report for the implementation of investment improvement plans listed in the sub-paragraph 4, Paragraph 1 as well as the complete audit report of the invested entity listed in the subparagraph 5 in the same Paragraph to the public under the notes which shall be made under the information disclosure website. Said disclosure information shall be updated within ten days after submission to the Board of Directors.
The invested entity listed in Paragraph 1 and its subsidiaries having a controlling-subordinate relationship with the entity based on the entity’s shareholding in the company do not have substantial operating activities, the provisions of Subparagraphs 1 through 5 and Subparagraph 7 of Paragraph 1 hereof and the provisions of Paragraphs 2 and 3 hereof do not apply.
Article 8 When using its funds for special projects, public utilities and social welfare enterprises, the Company shall apply for approval from the competent authority by submitting the following documents; the same shall apply if the Company changes on its own the investment plan and purpose after obtaining approval, thereby affecting the overall financial assessment of the project or exceeding the scope or criteria originally approved by the competent authority:
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Investment plan and objectives (including objectives, method, market analysis, cost analysis, analysis of long-term and short-term return on investment, composition of shareholders or partners’ structure of the limited partnership enterprise and management team). This document can be replaced by a letter of opinion on the financial adequacy of the investment project issued by a certified public accountant and a letter of legal opinion on the legitimacy of the investment project issued by a qualified lawyer where the investment is made onto an enterprise with the items enumerated under Articles 3 and 4.
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Details of the funds used for the special project or public utilities or social welfare enterprises, and analysis of return (including analysis of return on investment in each phase with explanatory notes).
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Financial statements of the invested entity. This document does not need to be attached if the invested entity has been established for less than a year, or the invested entity and its subordinate companies having a controlling-subordinate relationship with the entity based on the entity’s shareholding in the company do not have substantial operating activities.
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Summary of the limited partnership agreement draft if the invested entity is the limited partnership enterprise provided in Paragraph 2, Article 5.
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Documents regarding decisions resolved or powers authorized by the Board of Directors.
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Post-investment management methods and evaluation and plans for the response measures. If the invested entity is an enterprise listed in Article 3 and Article 4 and requires environmental impact assessment report in accordance with the Environmental Impact Assessment Act, the Company shall explain post-investment management methods of environmental impact assessment items.
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If the invested entity is listed in Subparagraph 2, Article 2, provide the fundraising plans and investment decision-making mechanisms, post-loan
43
management, information disclosure and mechanisms for preventing conflicts of interest.
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If the invested entity is an enterprise listed in Article 3 and Article 4, provide an explanation of the list of directors and supervisors it has appointed, management mechanisms for ensuring proper exercise of rights, material decisions and post-investment management mechanisms. If the total number of directors appointed by the Company exceeds half of all directors, it must provide explanation documents for the criteria for the independence of directors specified in Paragraph 4, Article 6.
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An opinion statement issued and signed by the head office chief compliance officer undertaking that the use of funds and/or investment complies with applicable regulations and internal rules.
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Documents evidencing the Company’s use of funds complies with applicable regulations and supervision / management methods, provided the invested entity invests in a project under Articles 2 through Article 4 herein through a subordinate company having a controlling-subordinate relationship with the entity based on the entity’s shareholding in it.
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Letters of approval issued by the relevant authorities.
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Other information specified by the competent authority.
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If the Company’s investment in a special project or a public investment or social welfare enterprise has any significant changes below after the investment has obtained approval from the competent authority, the Company shall, within 7 working days after the occurrence of event, report the reasons and relevant information to the competent authority:
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The invested entity has unexpected significant changes in its major business items or operational policies that the investment no longer aligns with the Company’s original investment plan and purpose.
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The Company’s investment amount increases NT$100 million or more than the originally approved amount and reaches 20% or more than the originally approved amount. Notwithstanding the foregoing, the provision does not apply if the Company undergoes capital increase in accordance with Subparagraph 1, Paragraph 3 of Article 7 or Subparagraph 1, Paragraph 1 of Article 10 herein.
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The investment project’s time line falls behind the originally planned schedule or there are other situations that produce significant negative effect on financial assessment performed by the Company.
Any change in the directors, supervisors, or independent directors assigned by enterprises listed in Article 3 and Article 4 with investments approved by relevant authorities from the Company must be reported to the competent authority within seven business days from the occurrence, together with the details of the changes and a compliance statement for reference.
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Article 9 If the Company meets any of the following circumstances, it may proceed to use its fund for special projects, public utilities and social welfare enterprises per resolution by the Board of Directors or within the scope authorized by the Board of Directors. The foregoing is not applied when the Company proceeds with investment in accordance with Article 3 and Article 4 and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act and has not yet been approved:
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The Company increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its
44
-
original share or contribution in the total investment in the project.
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The investee is a venture capital enterprise that is qualified venture capital enterprises by the central competent authority in accordance with the Regulations for the Guidelines for Venture Capital Businesses, a private equity fund listed in Subparagraph 2 of Article 2, Subparagraph 2 of Paragraph 2 of Article 5, public investment listed in Article 3, or Article 5, Paragraph 2, Subparagraph 4, and the total investment in the same enterprise is not more than NT$500 million and the Company's equity is not more than 5%.
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The investee is an infrastructure project listed in Subparagraph 1, Article 2 and a public investment listed in Article 3, and the Company’s total investment in the same investee does not exceed NT$1 billion and 5 percent of the Company’s equity.
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The invested entity is not such an enterprise as specified in the preceding 2 Subparagraph and the total amount that the Company invests in one and the same entity is less than NT$100 million and less than 2% of the owner’s equity of the Company.
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Other circumstances regulated by the competent authority.
When the Company makes an investment as referred to in the preceding paragraph, the ratio of its most recent equity capital to risk capital shall comply with the statutory standards.
If the invested entity is the entity regulated by the Act for PPP and the following investment amount and conditions are met, the Company can invest in such entity. The foregoing is not applied when the Company proceeds with investment in accordance with Article 3 and Article 4 and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act and has not yet been approved:
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The total amount of investment in one and the same project of the Company is less than NT$2 billion and 10% of the owner’s equity of the Company, and the following conditions are fulfilled:
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(1) The ratio of the Company's equity capital to risk capital in the most recent period shall comply with legal standards.
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(2) The Company shall submit the documents referred to in the preceding article to the Board of Directors for resolution and approval prior to the investment.
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The total amount of investment in one and the same project of the Company is less than NT$5 billion and 10% of the owner’s equity of the Company and the following conditions are fulfilled:
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(1) The financial conditions, corporate governance and internal control of the Company must fulfill the following conditions:
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A. The ratio of equity capital to risk capital in the most recent period and the average ratio of equity capital to risk capital in the most recent two years are at least 1.25 times the statutory standard.
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B. The documents referred to in the preceding article have been submitted to the Board of Directors and resolved and approved by a majority of the directors at the Board meeting attended by over two-thirds of all directors before the investment is made.
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C. Independent directors and Audit Committee have been delegated.
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D. There have been no major violations of the internal control procedure governing various applications of funds in the
-
45
immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authority.
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E. There have been no major sanctions or disciplinary actions imposed by the competent authority in the most recent year, however, this does not include violations that have been rectified and affirmed by the competent authority.
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(2) The investment project complies with the financial standards set forth by the insurance association and filed with the competent authority for reference, has the guarantee or risk sharing mechanism provided by the authority in charge, and stipulates dispute settlement mechanism and the documents referred to in Paragraph 1 of the preceding article have been submitted to the Board of Directors for resolution and approval prior to the investment.
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The ratio of the Company's equity capital to risk capital in the most recent period shall comply with legal standards.
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The Company shall submit the documents referred to in the preceding article to the Board of Directors for resolution and approval prior to the investment.
The total amount of investment referred to in Paragraph 3 made in accordance with the Act for PPP refers to the total amount of royalty, construction cost and rent paid by the Company under the investment contract.
Where the Company proceeds with investment in accordance with regulations in Paragraph 1 and Paragraph 3, the Company shall have the documents referred to in Paragraph 1 of the preceding article submitted to the competent authority for subsequent review.
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Article 10 The Company handles special use of loans as follows:
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Loans guaranteed by credit guarantee institutions authorized by the banks or competent authorities;
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Loans guaranteed with the collateral of properties or real properties;
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Loans guaranteed with collateral of marketable securities in compliance with Article 146-1 of the Insurance Act;
The Company must collect 100% collateral for the loans granted to the person in charge, employees or major shareholders referred to in the preceding paragraph, or the stakeholders of the person in charge or the responsible loan officer; also, the loan terms and conditions shall not be superior to other similar debtors. If the loan amount exceeds the threshold stipulated by the competent authorities, it must be with the consent of three-fourths of the directors at a meeting attended by more than two-thirds of the whole directors. The scope, quota, total loan amount, and other binding matters for the stakeholders shall apply the “Regulations for Extending Loans by Insurance Enterprises to Stakeholders.” If the ratio of equity capital to risk capital of the Company in the most recent period reaches or exceeds the statutory standard, the Company may, with the approval of the competent authority, be exempted from the restrictions set forth in the first paragraph when making special project loans in accordance with government policies.
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Article 11 Operating Procedure for the Company’s Investment in Special Projects, Public Utilities, and Social Welfare Enterprises
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Evaluation and operating procedure
- (1) Investment limit and level of authority: the investment shall be made
46
after being reported to the Board of Directors for review and approval, upon approval by the Chairman in accordance with the approving procedure per the Company's “Level of Authority for Investment Policy Decision Making.”
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(2) The selection and preliminary evaluation shall be carried by the Administration Department. It shall compile the invested company's preliminary profile and prepare the “evaluation report” upon research thereon per said case selection standards. The “evaluation report” must contain the objectives, method, market analysis, cost analysis, analysis of long-term and short-term return on investment, composition of shareholders and management team, profitability and business outlook.
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(3) Upon preparation of the approval request, evaluation report and related documents, the Administration Department shall submit the same to the Chairman for approval and then to the Board of Directors for review and approval.
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Procedure for determination of transaction terms: (1) The Administration department proceeded with the following transactions per the methods and amount approved by the Board of Directors.
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(2) In order to ensure the return on investment, control risks or strengthen the strategic cooperative relationship between both parties, an “Investment Agreement” may be executed per the Company's request.
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Internal Control System (1) Risk control: To check whether or not the risk over the investment project satisfies the Procedure.
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(2) Control by the operating procedure:
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Whether the restrictions on investment ratio prescribed herein are satisfied.
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Whether or not the contents of evaluation satisfy the evaluation and operating procedure herein.
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Whether or not the proposed investment project is approved per the procedure and reviewed and approved by the Board of Directors.
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Whether or not the related documents are complete and subject to the competent authority's approval.
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Whether or not the required procedures are completed satisfactorily, if an “Investment Agreement” is required by the proposed investment project.
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If the Company invests in an enterprise listed in Article 3 and Article 4, and when the Company appoints more than half of the directors of the invested entity, the investee company shall establish independent director who shall not, in accordance with Article 27 of the Company Act, be elected from the government, a corporate shareholder, or its representative, and must have the professional knowledge necessary for the business operations of the invested entity. The independent director must also maintain his independence within the scope of his job duty and may not have direct or indirect interests with the Company or its affiliated companies.
-
-
(3) Periodic evaluation and performance analysis:
- Administration Dept shall evaluate and analyze the performance of
47
the investment project periodically, and submit the same for approval through the approving procedure.
2. For the invested entities listed in Subparagraph 2, Article 2, a review shall be conducted to ensure that the invested entity does not involve itself in management right disputes of enterprises in which it has direct or indirect investment, and such requirements must be included in the contracts or other agreement documents it has signed.
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Internal audit system
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(1) Internal audit framework: the Auditing Department is established under the Board of Directors. The Auditing Department is responsible for conducting the audit and reporting the same to the Chief Internal Auditor and then submitting it to the Board of Directors.
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(2) Frequency of audit: the audit shall be conducted at least once per year and an audit report shall be prepared therefor.
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(3) Scope of audit: the audit is conducted in accordance with the Procedure and related laws and regulations.
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(4) The audit reporting procedure and follow-up on corrections of defects shall be determined subject to the Company's internal audit system.
-
-
The Administration Department management shall supervise and control the audit from time to time and shall also evaluate the performance periodically and report the same to the Board of Directors.
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Article 12 Any matters not covered herein shall be governed by related laws and the Company's other related operating procedures.
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Article 13 The Procedure shall be submitted to the competent authority for future reference and also reported to a shareholders’ meeting after it is approved by the Board of Directors. The same shall apply where the Procedure is amended. The Procedure was established on February 27, 2020. The Procedure was amended on March 25, 2022. The Procedure was amended on August 26, 2024.
The Procedure was amended on March 11, 2026.
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The First Insurance Co., Ltd. Procedure for Acquisition or Disposal of Assets
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Article 1 Purpose
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The Company's acquisition or disposal of assets shall be governed by the Procedure, in order to protect assets and implement the information disclosure.
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Article 2 Basis
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The Procedure is enacted in accordance with Article 146 of the Insurance Act and related requirements under the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by Financial Supervisory Commission (hereinafter referred to as “FSC”).
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Article 3 The term “assets” as used herein include the following:
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Investments in stocks, government bonds, corporate bonds, financial bonds, fund-based securities, depositary receipts, call (put) warrants, beneficial securities and asset-backed securities;
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Real property (including land, houses and buildings, investment property, and inventories of construction companies).
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Membership cards;
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Patents, copyrights, trademarks, franchise and other intangible assets;
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Right-of-use assets;
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Claims of financial institutions (including receivables, bills purchased and discounted, loans and overdue receivables);
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Derivatives;
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Assets acquired or disposed of in connection with mergers, demergers, acquisitions or transfer of shares in accordance with law;
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Other important assets.
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Article 4 Evaluation Procedure
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The transaction price for acquisition or disposition of securities, which are not traded in securities exchanges or OTC markets, shall be decided based on the net worth per share, profitability, future development, market interest rate, coupon rate, debtor's credit rating and the transaction price prevailing at that moment.
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The transaction price for acquisition or disposition of securities traded in securities exchanges or OTC markets shall be decided based on the price of the securities prevailing at that moment.
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The acquisition or disposal of other assets referred to in the preceding two subparagraphs shall be done in any of the manners including price inquiry,
49
price comparison, bargain process and tender process, and also by taking into account the publicly announced current value, assessed value, and actual transaction price for the real property in the neighborhood. If the transaction amount satisfies the standards of regulatory filing and announcement herein, the professional appraiser’s appraisal report shall be considered for reference.
Article 5 Procedure for Acquisition or Disposal of Assets
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The case handling unit shall evaluate the causes, subject matters, trading counterparts, transfer price, collection & payment terms and conditions and reference price basis related to the acquisition or disposal, and then report the same to the responsible unit for decision making and have the same executed by the Administration Department. Related matters shall be handled in accordance with the relevant requirements defined under the Company’s internal control system, and the Procedure.
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The execution unit responsible for securities investment refers to the investment group. The execution units responsible for real property and other fixed assets refer to the requesting department and related responsible units. The investment in any assets other than securities investments, real property and other fixed assets shall be done upon evaluation by the related execution units.
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The operations about acquisition or disposal of assets shall be handled in accordance with the relevant requirements defined under the Company's internal control system. Any personnel found committing material violations shall be disciplined subject to the circumstances.
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Article 6 Approving Authority
Unless it is necessary to be subject to approval of the Board of Directors under related laws and regulations, the investments shall be handled in accordance with laws, the Company's related regulations and requirements.
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When a matter is 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 Board of Directors' meeting minutes.
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Article 7 Investment Limit
The total amount of investment by the Company in acquisition or disposal of real property not for business use and the right-of-use assets thereof or securities shall be determined in accordance with Article 146-1 and Article 146-2 of the Insurance
50
Act.
Article 8 Announcement and reporting standards
Under any of the following circumstances, the Company shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:
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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 the Company’s paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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Mergers, demergers, acquisitions and transfer of shares.
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Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedure.
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Where equipment for business use or right-of-use assets thereof are acquired or disposed of and furthermore the trading counterpart is not a related party and the transaction amount meets any of the following criteria:
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(1) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
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(2) For a public company whose paid-in capital is more than NT$10 billion, the transaction amount reaches NT$1 billion or more.
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Acquisition or disposal by the Company engaged in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the trading counterpart is not a related party and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the trading counterpart is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more.
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Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation
51
of ownership percentages or joint construction and separate sale and furthermore the trading counterpart is not a related party and the amount the Company expects to invest in the transaction reaches NT$500 million.
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Where 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:
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(1) Trading of domestic government bonds, or international bonds issued by a foreign central government with a sovereign rating not lower than the sovereign rating of the ROC.
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(2) Where done by professional investors - Securities trading on securities exchanges or OTC markets, or subscription for foreign government bonds in the primary market or dinary corporate bonds and general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market or subscription for or redemption of securities investment trust funds or futures trust funds, or subscription for or reverse sale of ETNs, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
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(3) Trading of bonds under repurchase and resale agreements or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
The amount of transactions above shall be calculated as follows:
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The amount of any individual transaction.
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The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterpart within the preceding year.
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The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
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The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
52
“Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Procedure need not be counted toward the transaction amount.
When the Company at the time of announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.
The Company shall, upon acquisition or disposal of assets, keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except if another act provides otherwise.
Article 9
Time Limit for Announcement and Reporting
Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
-
Change, termination or rescission of a contract signed in regard to the original transaction.
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The merger, demerger, acquisition or transfer of shares is not completed by the scheduled date set forth in the contract.
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Change to the originally publicly announced and reported information.
Article 10 In acquiring or disposing of real property or right-of-use assets thereof, the Company shall obtain an appraisal report from a legal real property appraisal organization prior to the date of occurrence of the event. Where the transaction amount of acquisition or disposal of equipment or right-of-use assets thereof reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall also obtain an appraisal report from a professional appraiser prior to the date of occurrence of the event.
In acquiring or disposing of real property, equipment, or right-of-use assets thereof, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300
53
million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser. The appraisal report shall further comply with the following provisions:
-
Where due to special circumstances it is necessary to give a limited price, specified price or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
-
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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Where any one of the following circumstances applies with respect to the legal real property appraisal organization’s or professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
-
(1) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
-
(2) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
-
-
No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser or legal real property appraisal organization and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
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Article 11 When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in appraising the transaction price. Where the transaction amount reaches 20 percent or more of the Company’s paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement
54
does not apply, however,
to publicly quoted prices of securities that have an active market or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
Article 12 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or membership cards and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. The CPA shall also comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
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Article 13 The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Paragraph, Article 8 and "within the preceding year" as used refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a legal real property appraisal organization or a CPA's opinion has been obtained pursuant to the Procedure need not be counted toward the transaction amount.
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Article 14 Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may substitute the appraisal report or CPA opinion.
Article 15 Professional appraisers and their officers, certified public accounts, attorneys and securities underwriters that provide the Company with appraisal reports, CPA's opinions, attorney's opinions or underwriter's opinions shall meet the following requirements:
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May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act or the Business Entity Accounting Act or for fraud, breach of trust, embezzlement, forgery of documents or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence or since a pardon was received.
-
May not be a related party or de facto related party of any party to the transaction.
-
If the Company is required to obtain appraisal reports from two or more
55
professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-discipline standards of their affiliated associations and the following:
-
Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience and independence.
-
When executing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
-
They shall undertake an item-by-item evaluation of the adequacy and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
-
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion and that they have evaluated and found that the information used is adequate and reasonable and that they have complied with applicable laws and regulations.
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Article 16 When the Company engages in any acquisition or disposal of assets from or to a related party, it shall ensure that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised.
The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13.
When judging whether or not a trading counterpart is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
- Article 17 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 the Company’s paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters are submitted to the Audit Committee for review and the Board
56
of Directors for resolution:
-
The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
-
The reason for choosing the related party as a trading counterpart.
-
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms.
-
The date and price at which the related party originally acquired the real property, the original trading counterpart and that trading counterpart's relationship to the Company and the related party.
-
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
-
An appraisal report from a legal real property appraisal organization or a CPA's opinion obtained in compliance with the relevant requirements.
-
Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Paragraph 2, Article 8 and "within the preceding year" as used refers to the year preceding the date of occurrence of the current transaction. Items that have been submitted to the Audit Committee for review and reported to the Board of Directors for resolution pursuant to the Procedure need not be counted toward the transaction amount.
When a matter is submitted for discussion by the Board of Directors pursuant to Paragraph 1, 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 Board of Directors' meeting minutes.
When the Company engages in the transactions referred to in Paragraph 1 and the transaction amount reaches 10 percent or more of the Company’s total assets, the Company may not proceed to enter into a transaction contract or make a payment until the matters prescribed in Paragraph 1 have been approved by the shareholders’ meeting.
57
-
Article 18 When acquiring real property or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means:
-
Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. The "necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the competent authority.
-
Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been more than 70% of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparts.
Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
When acquiring real property or right-of-use assets thereof from a related party, the Company shall appraise the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs and also engage a CPA to check the appraisal and render a specific opinion.
Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article and the preceding three paragraphs do not apply:
-
The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
-
More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
-
The real property is acquired through signing of a joint development contract with the related party or through engaging a related party to build real property, either on the Company's own land or on rented land.
58
-
Article 19 When the results of the Company’s appraisal conducted on the real property or right-of-use assets thereof acquired from a related party in accordance with the relevant requirements are both lower than the transaction price, the following requirements shall be satisfied:
-
A special reserve shall be set aside in accordance with the relevant requirements against the difference between the real property transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. Where the investor using the equity method to account for its investment in the Company is a public company, then the special reserve called for under the relevant requirements shall be set aside pro rata in a proportion consistent with the share of the public company's equity stake in the Company.
-
The Audit Committee shall comply with Article 218 of the Company Act.
-
Actions taken pursuant to the preceding two sub-paragraphs shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
-
Meanwhile, the Company, after having set aside a special reserve under the preceding paragraph, may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium or they have been disposed of or the leasing contract has been terminated or adequate compensation has been made or the status quo ante has been restored or there is other evidence confirming that there was nothing unreasonable about the transaction and that the competent authority has given its consent
-
When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms-length transaction.
-
Article 20 The Company shall engage in derivatives trading, if any, in accordance with the Company’s “Procedure for Derivatives Trading” and shall notice the risk management and audit matters in order to practice the internal control system.
-
Article 21 When participating in merger, demerger, acquisition or transfer of shares, the Company shall, prior to convening the directors’ meeting to resolve on the matter, also engage a CPA, attorney-at-law or securities underwriter to give an opinion on the reasonableness of the share swap ratio, acquisition price, or distribution of cash or other property to shareholders and submit it to the Board of Directors for deliberation and passage. However, the requirement of obtaining said opinion on reasonableness issued by an expert may be exempted in the case of a merger by
59
the Company of a subsidiary in which the Company directly or indirectly holds 100% of the issued shares or authorized capital and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100% of the respective subsidiaries’ issued shares or authorized capital.
The Company shall prepare a public report to the shareholders detailing important contractual contents and matters relevant to the merger, demerger or acquisition prior to the shareholders’ meeting and include it along with the expert opinion referred to in the preceding paragraph when sending shareholders’ notification of the shareholders’ meeting for reference in deciding whether or not to approve the merger, demerger or acquisition. Provided, where a provision of another act exempts the Company from convening a shareholders’ meeting to approve the merger, demerger or acquisition, this restriction shall not apply.
Further, where the shareholders’ meeting of any one of the companies participating in a merger, demerger or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes or other legal restrictions or the proposal is rejected by the shareholders’ meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures and the preliminary date of the next shareholders’ meeting.
Article 22 The Company shall convene a Board of Directors meeting and shareholders’ meeting on the day of the transaction to resolve matters relevant to the merger, demerger or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the Securities and Futures Institute is notified in advance of extraordinary circumstances and grants consent.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
- Basic identification data for personnel: including the occupational titles, names and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or execution of any merger, demerger, acquisition or transfer of another company's shares prior to disclosure of the information.
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-
Dates of material events: including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract and the convening of a board of directors’ meeting.
-
Important documents and minutes: including merger, demerger, acquisition and transfer of shares plans, any letter of intent or memorandum of understanding, material contracts and minutes of board of directors meetings.
When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in the subparagraphs 1 and 2 of the preceding paragraph to the FSC for future reference. Where any of the companies participating in a merger, demerger, acquisition or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company (companies) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the preceding two paragraphs.
-
Article 23 The Company may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances when participating in merger, demerger, acquisition or transfer of shares and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition or transfer of shares:
-
Cash capital increase, issuance of convertible corporate bonds or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants or other equity-based securities.
-
An action, such as a disposal of major assets, that affects the Company's financial operations.
-
An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
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An adjustment where any of the companies participating in the merger, demerger, acquisition or transfer of shares from another company, buys back treasury stock pursuant to laws.
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An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition or transfer of shares.
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Other terms and conditions that the contract stipulates may be altered and that have been publicly disclosed.
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The Company's contract for the merger, demerger, acquisition or transfer of shares shall record the relevant requirements to maintain the rights and obligations of the companies participating in the merger, demerger, acquisition or transfer of shares. Article 24 Requirements about Subsidiaries’ Acquisition or Disposal of Assets
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Any subsidiary, when acquiring or disposing of assets, shall also comply with the parent company’s relevant requirements.
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Where the subsidiary, which is not a domestic public company, needs to disclose its acquisition or disposal of assets to the public in accordance with the standards referred to in Article 8, the parent company may do so on behalf of the subsidiary.
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The 20 percent of the Company’s paid-in capital or 10 percent of the total assets referred to in the subsidiary's disclosure and reporting standards is calculated based on the parent company's paid-in capital or total assets.
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The subsidiary referred to herein means an invested company in which the Company holds more than 50% of the outstanding voting shares directly, or indirectly via another subsidiary, and so on, or an invested company in which the Company, directly and also indirectly via another subsidiary, holds more than 50% of the outstanding voting shares in total, and so on.
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Article 25 For the calculation of 10% of total assets herein, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
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In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the calculation under the provisions of the Procedure regarding transaction amounts relative to 20 percent of the paid-in capital, 10 percent of the equity attributable to owners of the parent shall apply.
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Article 26 Disclosures in Financial Statements
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Where the Company's acquisition or disposal of assets meet the announcement and reporting standards referred to in Article 8 and the trading counterpart is a de facto related party, the contents to be announced shall be disclosed in the notes to the financial statements and reported to a shareholders’ meeting.
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Article 27 Date of Enforcement
The Procedure shall be reported to a shareholders’ meeting for approval, upon review by the Audit Committee and resolution by the Board of Directors. The same shall apply where the Procedure is amended.
- When a transaction for acquisition or disposal of assets shall be submitted for
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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 Board of Directors' meeting minutes. The Procedure was established on October 26, 1999. The 1st amendment was made on May 30, 2003. The 2nd amendment was made on June 15, 2007. The 3rd amendment was made on June 25, 2010. The 4th amendment was made on June 28, 2012. The 5th amendment was made on June 27, 2014. The 6th amendment was made on June 24, 2016. The 7th amendment was made on June 28, 2017. The 8th amendment was made on June 27, 2019. The 9th amendment was made on June 23, 2022.
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The First Insurance Co., Ltd. Articles of Incorporation
Chapter One. General Provisions
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Article 1: The Company is incorporated in accordance with the Company Act and named “ 第一 產物保險股份有限公司 ” (The First Insurance Co., Ltd. in English).
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Article 2: The Company specializes in offering non-life insurance service for the stability of the domestic economy, welfare of the society, and prosperity of the industrial and commercial sectors.
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Article 3: The Company is headquartered in Taipei City, and may establish domestic or foreign branches to support business activities if deemed necessary. Establishment, removal and change of branch offices are subject to board of directors' resolution and approval of the local authority.
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Article 4: The Company shall make announcements, if any, in the manner referred to in the Company Act.
Chapter Two. Business Activities
- Article 5: The Company's business activities comprise the following: H501021 Non-life insurance.
Chapter Three. Share Capital
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Article 6: The Company has an authorized share capital of Three Billion Eleven Million Six Hundred and Thirty-seven Thousand Eight Hundred and Forty New Taiwan Dollars, which has been fully issued in three hundred and one million one hundred and sixty-three thousand seven hundred and eighty-four shares. Each share has a face value of Ten New Taiwan Dollars.
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Shares of the Company are issued to registered owners. Share certificates shall be signed or sealed by directors who are representative of the Company and issued after being certified by any bank that is legally eligible to serve as certifier. The Company is not required to print share certificates for publicly issued shares, but shall register the shares with the centralized securities depository institutions.
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Article 8: The Company may, at the request of Taiwan Depository and Clearing Corporation, produce share certificates of large denomination for outstanding shares.
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Article 9: Unless otherwise specified by law or securities regulations, all share-related affairs of the Company shall proceed according to the authority's "Regulations Governing the Administration of Shareholder Services of Public Companies."
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Article 10: Registration for transfer of share ownership shall be suspended during the 60 days prior to the AGM, or during the 30 days prior to an extraordinary shareholder meeting, or during the 5 days before the baseline date for dividends, bonuses or other gains distributed by the Company.
Chapter Four. Shareholder Meetings
- Article 11: The Company convenes two types of shareholder meeting: the annual general meeting and extraordinary shareholder meetings. Annual general meetings (AGMs) are convened once a year within six months after the end of each financial year. Extraordinary shareholder meetings may be held whenever deemed necessary,
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subject to compliance with the relevant laws.
A shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
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Article 12: The Company is required to notify all shareholders at least 30 days before convention of AGM, and at least 15 days before convention of extraordinary shareholder meeting, and make corresponding public announcements in compliance with laws. Meeting advices and announcements shall specify the date, the venue, and topics to be discussed during the meeting.
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Article 13: Unless otherwise specified by law, the following decisions need to be resolved in shareholder meetings:
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Establishment and amendments to the Articles of Incorporation.
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Election and dismissal of directors.
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Acknowledgment of reports prepared by the board of directors and the Audit Committee, and resolution of earnings appropriation or loss reimbursement proposal.
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Increase and reduction of share capital.
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Other material issues and decisions that are subject to resolution in shareholder meetings, as specified by law.
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Article 14: If a shareholder is unable to attend the shareholder meeting in person, a proxy can be appointed by completing the Company's proxy form and by specifying the scope of delegated authority. Unless otherwise regulated in Article 177 of The Company Act, shareholders shall delegate their proxy attendants in compliance with "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."
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Article 15: Unless otherwise specified in The Company Act, shareholder meetings shall be convened by the board of directors and chaired by the Chairman. If the Chairman is unable to fulfill duties due to leave of absence or any other reason, a person of acting duty shall be appointed according to Article 208 of The Company Act. For shareholder meetings that are convened by any authorized party other than the board of directors, the convener shall chair the meeting. If there are two or more eligible conveners at the same time, one shall be appointed among themselves to chair the meeting.
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Article 16: Except otherwise regulated by law, a shareholder meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting. However, resolution of the following decisions would require the attendance (personal or proxy) of shareholders representing more than two-thirds of total voting rights, with more than half of voting rights represented in the meeting voting in favor.
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Acquisition or merger of another domestic or foreign enterprise.
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Dismissal, liquidation or divestment of the Company.
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Article 17: The Company's shareholders are entitled to one vote for every share held unless otherwise specified in The Company Act or the Articles of Incorporation. However, shareholders that meet the conditions outlined in Article 179 of The Company Act are not entitled to vote.
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Article 18: Shareholder meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chairperson, and disseminated to each shareholder by no later than 20 days after the meeting. Preparation of meeting minutes shall comply with Article 183 of The Company Act.
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Chapter Five. Board of Directors
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Article 19: The Board shall consist of 15 directors elected from persons of adequate capacity during a shareholders’ meeting. Candidates shall be chosen using the nomination system in accordance with Article 192-1 of the Company Act, and the election shall proceed according to the Company's "Director Election Procedures." Among the director seats mentioned above, the director of different gender shall be no less than one person, and independent directors shall be no less than 3 persons and also one-third of the director seats. Independent directors' seats, nomination and election shall also comply with the related laws and regulations of the securities competent authority.
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Directors are elected to serve a term of 3 years, which can be renewed if re-elected. A Chairman shall be elected among directors during a board meeting with more than two-thirds of directors present, and with the support of more than half of attending directors. The Chairman serves as the Company's representative to the outside world. If the Chairman is unable to perform duties due to leave of absence or any reason, a delegate shall be appointed in accordance with Article 208 of The Company Act. However, matters concerning appointment of independent directors must still comply with the authority's rules.
Once the Company has made a public offering of shares, directors' total shareholding shall comply with the rules of the securities authority.
The Board of Directors should assemble committees of various functions including audit, risk management, remuneration and sustainable development to assist the Board in supervising and managing the Company's operations.
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Functional committees shall report directly to the board of directors, and present proposals for the board's resolution. However, this excludes Audit Committee's duties as corporate supervisors, as defined in the Securities and Exchange Act, The Company Act and other related laws.
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Each functional committee shall implement a separate foundation principle, which is subject to resolution by the board of directors. The foundation principles shall cover details including the number of committee members, terms of service, responsibilities, conference rules, and resources that the Company is bound to provide to assist committees with their duties.
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Article 20: The Company shall comply with The Company Act and implement fair, just and open procedures for the election of its directors.
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If the board loses more than one-third of its directors, the Company shall convene an extraordinary shareholder meeting within 60 days to elect new directors for the shortfall.
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Directors elected during the by-election shall serve the remaining term of the current board.
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Article 21: Responsibilities of the board of directors are as follows:
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(1) Review and approve the Company's organization policy and Articles of Incorporation.
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(2) Outline business strategies.
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(3) Approve acquisition, construction and disposal of real estate properties.
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(4) Review and approve budgets and year-end account closure.
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(5) Appointment and dismissal of key personnel.
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(6) Approve proposals raised by the Chairman and the President.
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(7) Establish, amend and abolish major contracts.
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(8) Propose earnings appropriation or loss reimbursement plan.
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(9) Propose capital increment and reduction plan.
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(10) Perform duties outlined in Article 14-3 of the Securities and Exchange Act and related laws, and exercise authorities vested by shareholders.
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(11) Approval of functional committee foundation rules.
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For any decisions that need to be resolved through a board meeting under Article 14-3 of the Securities and Exchange Act, the independent directors must be involved either by attending the meetings personally or by appointing other independent directors as proxy attendants. All objections and qualified opinions expressed by independent directors must be detailed in the board of directors meeting minutes. If the independent director is unable to express objections or qualified opinions in person during the board of directors meeting, the opinion shall be expressed in writing in advance and recorded in the board of directors meeting minutes unless there is justifiable reason not to do so.
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Article 22: Board of directors meetings are convened once per quarter, and may be held under shorter notices in the event of an emergency or at the request of more than half of board members. The Chairman servers as the convener and shall chair the meeting in either cases. If the Chairman is unable to fulfill duties due to leave of absence or any other reason, a person of acting duty shall be appointed according to Article 208 of The Company Act.
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Meeting advices may be served in various forms such as written correspondence, fax or email.
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Article 23: Unless otherwise regulated by The Company Act, the board's resolutions shall be passed only if more than half of total board members are present in a meeting, and with more than half of attending directors voting in favor. If a board meeting is convened by way of video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person. Directors who are unable to attend meetings personally may seek proxy attendance by another director in manners compliant with law.
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Article 24: President, Vice Presidents and other senior officers may be invited to participate in board meetings if necessary, but they are not entitled to vote.
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Article 25: The Board of Directors is authorized to determine the level of remuneration for the Chairman and directors (including independent directors) based on individual participation and contribution to the Company's operations, and in reference to industry peers.
Chapter Six. Audit Committee
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Article 26: The Company shall assemble an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for carrying out duties of the supervisor, as specified in The Company Act, Securities and Exchange Act and other relevant regulations.
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Article 27: The committee shall consist entirely of independent directors with no less than 3 members. One among whom will serve as the convener, and at least one member shall possess accounting or finance expertise.
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The Committee's resolutions are made with the support of more than half of all committee members.
Chapter Seven. Managers
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Article 28: The Company shall have one president and unrestricted number of vice presidents, assistant vice presidents and managers. The President oversees all affairs of the Company under the instruction of the Chairman. Responsibilities of vice presidents, assistant vice presidents and managers are to assist the President. Appointment, dismissal and remuneration of the President, vice presidents, assistant vice presidents, and managers shall comply with Article 29 of The Company Act.
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Article 29: Apart from the authorities vested to shareholders and board of directors by laws and the Articles of Incorporation, managers, too, may represent the Company in business activities to the extent deemed necessary. The scope of delegated authority is subject to compliance with the Company's policies.
Chapter Eight. Accounting
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Article 30: The Company's accounting period begins January 1 and ends December 31 each year. The board of directors is responsible for preparing the following statements and reports at the end of each financial year. These statements and reports shall be submitted to the Audit Committee for review at least 30 days before the AGM, and presented during the AGM for the final acknowledgment.
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(1) Business report.
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(2) Financial statements.
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(3) Earnings appropriation or loss reimbursement proposals.
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Article 31: If the Company makes a profit for the year, it shall allocate 1% (inclusive) or more as employees’ remuneration (more than 80% of the employee remuneration amount under this item shall be allocated as remuneration for entry-level employees), which shall be distributed in the form of stocks or cash by resolution of the Board of Directors, and the recipients shall include employees who meet certain conditions. The Company may allocate 0.6% (inclusive) or less of the above profit amount as directors’ remuneration by resolution of the Board of Directors. Employee and director remuneration proposals are to be raised for resolution during shareholder meetings. Profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages.
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Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 20% provision of legal reserve, unless the legal reserve has reached the level of the total capital of the Company and provision or reversal of special reserve as required by the authority. The Company may retain an appropriate amount of earnings before distributing the remainder to shareholders as dividends.
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Article 32: The Company's dividend decisions involve several factors, including the current business environment and growth stage, its future capital requirements and long-term financial plan, and shareholders' needs for cash flow. Out of the distributable earnings, which shall be distributed as dividends to shareholders, the cash dividends shall amount to no less than 10%.
Chapter Nine. Supplementary Clauses
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Article 33: Organization rules, practical rules and other policies of the Company and branches shall be established separately.
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Article 34: Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act and relevant regulations.
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- Article 35: The Articles of Incorporation was established on August 18, 1962; the 1st amendment was made on April 20, 1967; the 2nd amendment was made on April 12, 1969; the 3rd amendment was made on March 28, 1970; the 4th amendment was made on March 21, 1971; the 5th amendment was made on April 20, 1974; the 6th amendment was made on May 22, 1976; the 7th amendment was made on June 11, 1977; the 8th amendment was made on June 17, 1978; the 9th amendment was made on June 2, 1979; the 10th amendment was made on May 28, 1981; the 11th amendment was made on June 18, 1982; the 12th amendment was made on June 29, 1985; the 13th amendment was made on June 23, 1990; the 14th amendment was made on June 21, 1991; the 15th amendment was made on June 23, 1992; the 16th amendment was made on May 27, 1993; the 17th amendment was made on May 25, 1994; the 18th amendment was made on May 25, 1995; the 19th amendment was made on May 29, 1996; the 20th amendment was made on May 29, 1997; the 21st amendment was made on May 29, 1998; the 22nd amendment was made on May 28, 1999; the 23rd amendment was made on May 10, 2000; the 24th amendment was made on May 25, 2001; the 25th amendment was made on May 30, 2002; the 26th amendment was made on May 30, 2003; the 27th amendment was made on May 27, 2004; the 28th amendment was made on May 26, 2005; the 29th amendment was made on June 9, 2006; the 30th amendment was made on June 15, 2007; the 31st amendment was made on June 13, 2008; the 32nd amendment was made on June 25, 2010; the 33rd amendment was made on June 28, 2012; the 34th amendment was made on June 26, 2015; the 35th amendment was made on June 24, 2016; the 36th amendment was made on June 23, 2022; the 37th amendment was made on June 27, 2023; the 38th amendment was made on June 25, 2024; and the 39th amendment was made on June 25, 2025.
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Rules of Procedure for Shareholders’ Meeting of The First Insurance Co., Ltd.
Passed during AGM dated June 25, 2024
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Unless otherwise specified by law or the Articles of Incorporation, shareholder meetings of The First Insurance Co., Ltd. (hereinafter referred to as the Company) shall proceed according to the following rules.
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Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors.
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Unless otherwise provided in the Regulations Governing the Administration of Shareholders Service of Public Companies, the Company's organization of a shareholders’ meeting by means of visual communication network shall be expressly defined in the articles of incorporation and subject to resolution by the Board of Directors. Meanwhile, the organization of a shareholders’ meeting by means of visual communication network shall be adopted per the resolution rendered by a majority of directors at a meeting attended by two-thirds or more of the total number of directors.
Any change to the form of shareholder meeting is subject to board of directors' resolution, and shall be made no later than the day on which the shareholder meeting advice is mailed. The Company shall compile an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting. At least 21 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting, an electronic copy of the shareholder meeting manual and supplementary information shall be prepared and posted onto MOPS. Hard copies of the shareholder meeting conference handbook and supplementary information also have to be prepared at least 15 days before the meeting and made accessible by shareholders at any time. These documents must be made available at the Company's premises and at the share transfer agent, and distributed on-site during the shareholder meeting.
The Company shall provide shareholders with the aforementioned conference handbook and supplementary information on the day of shareholder meeting in the following manner:
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Distribute on-site, if a physical shareholder meeting is held.
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Distribute on-site and upload electronic files onto the video conferencing platform, if a physical shareholder meeting is held in conjunction with a video conference.
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Upload electronic files onto the video conferencing platform, if a virtual shareholder meeting is held.
The meeting advice and announcement must state clearly the agenda to be discussed during the meeting, and can be issued in electronic form if consented by the recipient. Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger or demerger of the Company or any matter under Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the general meeting. None of the above matters may be raised as a special motion.
Where re-election of all directors, as well as their inauguration date, is stated in the notice
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of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any special motion or otherwise in the same meeting.
- Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal. In case a proposal contains more than one matter, such proposal shall not be included in the agenda. In addition, when the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. Any shareholder may propose any suggestive motion to urge the Company to promote public interests or fulfill its social responsibilities. Procedurally, only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, such proposal shall not be included in the agenda, in accordance with Article 172-1 of the Company Act.
Prior to the book closure date before an annual general meeting of shareholders is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission, and the period for submission of shareholder proposals may not be less than 10 days.
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Any proposal submitted by a shareholder is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting of shareholders and discuss the proposal.
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Prior to the date for issuance of notice of an annual general meeting, the Company shall inform the shareholders who submit proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included as motions at the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the annual general meeting to be convened.
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Shareholders may appoint proxies to attend shareholder meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority. Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholder meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement.
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Should the shareholder decide to attend shareholder meeting personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
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Should the shareholder decide to attend virtual shareholder meeting after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendee shall prevail.
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The Company shall specify in the meeting notice the time and place for acceptance of the registration from the shareholders, solicitors and proxies ( hereinafter referred to as "shareholders") and other matters to be noted.
Admission of meeting participants shall begin at least 30 minutes before the meeting
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commences. The reception area must be clearly labeled and stationed with adequate and competent personnel. In the case of virtual shareholder meeting, admission of meeting participants shall take place on the video conferencing platform within the 30 minutes before meeting commences; shareholders who complete the admission are deemed to have attended the shareholder meeting personally.
Shareholders shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification.
The Company shall prepare a sign-in book for shareholders to sign in, and an attending shareholder may hand in an attendance card in lieu of signing on the sign-in book.
Shareholders who attend the meeting shall be given a copy of the meeting manual, annual report, attendance pass, opinion slip, agenda ballots and any information relevant to the meeting. Prepare additional ballots if director election is also being held during the meeting. Where the shareholder is a government agency or corporate entity, more than one representative may attend shareholder meetings on their behalf. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend shareholder meeting.
In the case of virtual shareholder meeting, shareholders who wish to attend the meeting by way of video conference shall register their spot with the Company at least two days before the meeting.
In the case of virtual shareholder meeting, the Company shall upload all relevant data such as the conference handbook and annual report onto the video conferencing platform at least 30 minutes before the meeting commences, and disclose continuously until the meeting ends.
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The Company shall specify the following in the shareholders’ meeting notice when convening a shareholders’ meeting by means of visual communication network:
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The methods by which shareholders may participate in the virtual meeting and exercise rights.
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Methods for resolving malfunction of the video conferencing platform or discontinuance of live stream that is caused by natural disaster, manmade incident, or other force majeure event, which must include at least the following:
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(1) The time or date that the meeting will be postponed until, if the above disruption persists and cannot be resolved in time.
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(2) The restriction that shareholders who did not register for the original virtual shareholder meeting are unable to participate in the postponed/adjourned meeting.
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(3) If a physical shareholder meeting is held in conjunction with video conference and the video conference discontinues but the number of shares represented on-site still exceeds the legal minimum after excluding those who participated via video conference, the shareholder meeting shall continue to proceed. In which case, the number of shares represented by all who participate via video conference shall be added to the total number of shares represented at the meeting, but are considered to have waived their rights to vote on all motions of the current shareholder meeting.
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(4) The Company's approach to the situation where outcomes of all regular motions have been concluded but the meeting has yet to progress into special motions.
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Appropriate alternative measures for shareholders who have difficulties participating in the shareholder meeting via video conference. Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide said shareholders
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with connection facilities and necessary assistance, and shall specify the period during which shareholders may file applications with the Company and other related matters to be attended.
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Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM.
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Virtual shareholder meetings are not subject to the location restrictions stated in the preceding Paragraph.
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Shareholders’ meetings shall be convened by the Board of Directors and chaired by the Chairman. If the Chairman is unable to fulfill duties due to leave of absence or any other reason, a person in an capacity shall be appointed according to Article 208 of the Company Act. For shareholders’ meetings that are convened by any authorized party other than the Board of Directors, the convener shall chair the meeting. If there are two or more eligible conveners at the same time, one shall be appointed among themselves to chair the meeting. The role of acting chairperson mentioned above shall be assumed by a director who has been on the board for more than six months and understands the Company's financial and business performance. The same applies if the chairperson is a representative of a corporate director. Shareholder meetings that are convened by the board of directors should be chaired by the Chairman and attended personally by more than half of the board, with at least one representative from each functional committee present at the meeting. Attendance of the above participants shall be recorded in details in the shareholder meeting minutes.
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The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at shareholder meetings.
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The Company shall record non-stop, in audio or video, from the time admission is accepted and throughout the entire meeting proceeding, voting and vote counting.
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These recordings need to be maintained for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
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In the case of virtual shareholder meeting, the Company shall record and retain details of shareholders' registration, admission, queries, votes, and the final vote count. The entire meeting proceeding shall also be recorded non-stop in audio and video.
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The abovementioned data and recordings shall be kept properly for as long as the Company exists; a copy of the recording shall also be retained by the video conference service provider.
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In the case of virtual shareholder meeting, the Company should also record the back-end user interface on the video conferencing platform.
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Attendance in a shareholder meeting is calculated based on the number of shares represented. The number of shares represented in a meeting is calculated based on attendance log records or the attendance cards collected and the number of shares represented on the video conferencing platform, plus the number of shares that have voting rights exercised in writing or through electronic means.
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The chairperson shall call the meeting to order at the appointed meeting time, and also announce the information about the number of present shareholders without voting right and number of shares represented by all present shareholders at the same time, However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent more than one-third but less than half of outstanding shares after two postponements, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of The Company Act. This tentative resolution shall then be communicated to
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every shareholder, and another shareholders' meeting shall be held within the next month. In the case of virtual shareholder meeting, shareholders who wish to join the postponed meeting are required to register again with the Company according to Article 4.
If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final vote according to Article 174 of The Company Act.
- If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate motion in the agenda (including special motions and amendments to the original motions set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of a shareholders’ meeting.
The above rule also applies if the shareholder meeting is convened by any authorized party other than the board of directors.
In either of the two arrangements described above, the chairperson can not dismiss the meeting while an agenda item (including special motions) is still in progress.
Once the meeting has been dismissed, shareholders may not elect to continue the meeting with another chairperson or at a different venue unless the chairperson is found to have dismissed the meeting in violation of the conference rules. In the latter case, the meeting may continue with a separate chairperson that has the support of more than half of voting rights represented at the meeting.
The chairperson shall allow ample opportunity during the meeting to explain and discuss proposals and amendments or special motions put forward by the shareholders. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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Shareholders (or proxies thereof) may propose amendments or alternative solutions to items listed on the agenda, and may raise new discussions by way of special motion.
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Shareholders who wish to speak during the meeting must first produce an opinion slip detailing the topic and shareholder account number (or conference pass serial number). The order of shareholders' comments shall be determined by the chairperson.
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Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the opinion slip, the actual comments expressed shall be taken into record.
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Each shareholder shall speak no more than two times, for 5 minutes each, on the same motion unless otherwise agreed by the chair. The chair may stop shareholders from speaking if they violate any terms of the conference rules or speak outside the discussed topic. While a shareholder is speaking, other shareholders can not speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. Any violators shall be restrained by the chairperson.
Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak for each discussed topic.
After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.
In the case of virtual shareholder meeting, shareholders who participate by way of video conference may raise queries through text over the video conferencing platform at any time after the chair announces commencement of meeting until the meeting is adjourned. These shareholders may not raise more than two queries of 200 words each per motion, and are not subject to the rules outlined in Paragraphs 1 to 5.
These queries should be published on the video conferencing platform for public knowledge, provided that they do not violate applicable rules and are relevant to the motion discussed.
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Votes during shareholders’ meetings shall be calculated based on number of shares held. Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.
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Shareholders may not vote on decisions that pose a conflicting interest between them and the Company, and neither shall them exercise voting rights on behalf of other shareholders. The number of shares held by shareholders who are not permitted to vote shall be excluded from the calculation of total voting rights.
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With the exception of trust enterprises and certain share administration agencies approved by the competent authority, a proxy may not represent more than 3% of total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from calculation.
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The chairperson may put the meeting in recess at appropriate times. In the occurrence of force majeure event, the chairperson may suspend the meeting temporarily and resume at another time.
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If the shareholder meeting is unable to conclude all agenda items (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.
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Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of The Company Act.
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Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of The Company Act. Voting rights can be exercised using the electronic method or in writing. Instructions for exercising voting rights in writing or using the electronic form must be clearly stated on the shareholder meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholder meeting in person. However, they are considered to have waived their rights to participate in any special motions or amendments to the original discussions that may arise during the shareholder meeting. For this reason, the Company should avoid proposing special motions and amendments to the original agendas where possible.
Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholder meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. However, exception is granted if the shareholder issues a proper declaration to withdraw the previous instruction.
Shareholders who wish to attend the shareholder meeting in person or via video conferencing after exercising their voting rights in writing or using electronic methods are required to withdraw their votes using the same method by which the vote was cast in the first place, and by no later than two days before the day of shareholder meeting. The written/electronic vote shall prevail if not withdrawn before the cutoff time. If the shareholder has exercised written or electronic votes and at the same time delegated a proxy to attend the shareholder meeting, then the voting decision exercised by the proxy shall prevail.
Unless otherwise specified in The Company Act or the Articles of Incorporation, a decision is passed with the consent of shareholders representing more than half of total voting interests in the meeting. When voting, the chairperson or delegate thereof shall announce the total number of voting rights represented by attending shareholders for every agenda item discussed, and have shareholders vote on a case-by-case basis. Details on the number of votes in favor, against, and abstained for each discussion shall be uploaded onto MOPS on the same day after the shareholder meeting has ended.
In cases where several amendment or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which the proposals are voted. However, if any solution is passed, all other proposals shall be deemed rejected and no further voting is
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necessary.
The chairperson will appoint a ballot examiner and a ballot counter; the ballot examiner must be a shareholder.
Discussion and election votes are to be counted openly at the shareholder meeting. Results of the vote, including the final tally, must be announced on-site and recorded in minutes.
In the case of virtual shareholder meeting, shareholders who participate via video conference shall vote on various motions and elections over the video conferencing platform, and may do so from the time the chair announces commencement of meeting until the voting deadline. Voting rights that are not exercised past the deadline are deemed to have abstained.
In the case of virtual shareholder meeting, votes shall be collectively counted after the chair announces that the voting session has ended. Outcomes of the motion and election are to be announced immediately.
If a physical shareholders' meeting is held in conjunction with video conference, shareholders who wish to attend the physical meeting personally after registering for the video conference in accordance with Article 4 will be required to withdraw their registration using the same method by which the registration was submitted in the first place by no later than two days before the shareholders' meeting. Shareholders who do not withdraw registration in time may only participate in the shareholders' meeting via video conference. Shareholders who exercise voting rights in writing or using electronic method without expressing intent to withdraw and have participated in the shareholders' meeting via video conference may no longer vote on the regular motion or amendment thereof, except in the case of special motions.
- The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company. The voting results shall be announced on-site immediately, including the names of those elected as directors and the number of votes with which they are elected, and the name list of directors losing the election and number of votes received by them.
All ballots used in the above election shall be sealed, signed and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
- Shareholder meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chairperson, and disseminated to each shareholder by no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
The Company may disseminate meeting minutes by posting details onto MOPS.
The meeting minutes shall accurately record the year, month, day and place of the meeting, the chair's full name, the methods by which resolutions were adopted and a summary of the deliberations and their voting results (including the number of voting rights) and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
In the case of virtual shareholder meeting, the meeting minutes shall record not only the details mentioned in the preceding Paragraph, but also: the start and end time of meeting; the form of meeting; name of chair and minutes taker; methods of resolving malfunction of the video conferencing platform or discontinuance of live stream due to natural disaster, manmade incident, or other force majeure event; and how disruptions are handled.
When hosting a virtual shareholder meeting, the Company shall proceed according to the rules outlined in the preceding Paragraph and state in the meeting minutes any alternative measures for shareholders who have difficulties participating in the shareholder meeting via video conference.
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- On the day of the shareholders' meeting, the Company shall disclose information on the number of shares acquired by proxy form acquirers, the number of shares represented by proxies, and the number of shares with voting rights exercised in writing or through the electronic method at the meeting venue using the prescribed format. In the case of virtual shareholder meeting, the Company shall upload the above data onto the video conferencing platform at least 30 minutes before the meeting commences, and disclose continuously until the meeting ends.
Upon commencement of a virtual shareholder meeting, the total number of shares represented at the meeting shall be disclosed over the video conferencing platform. The same requirement applies whenever the total number of shares and voting rights are counted over the course of the meeting.
The Company must disclose on MOPS any shareholder meeting resolutions that constitute material information as defined by law or the rules Taiwan Stock Exchange Corporation.
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The service personnel of the shareholders' meeting shall wear identification badges or armbands.
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The chairperson may appoint picketers (or security staff) to help maintain order in the meeting. While maintaining order in the meeting, all picketers (security staff) must wear arm badges that identify their role as "Picketer."
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The chairperson may stop anyone who attempts to speak using instruments that are not provided by the Company.
The chairperson may instruct picketers or security staff to remove shareholders who continue to violate the meeting policy despite being warned by the chairperson.
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In the case of virtual shareholder meeting, the Company shall upload the outcome of each motion and election over the video conferencing platform in a manner that conforms with rules immediately at the end of each voting session, and disclose continuously for at least 15 minutes after adjournment is announced by the chair.
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When hosting a virtual shareholder meeting, both the chair and the minutes taker must be at the same domestic location, and the address of which is to be announced by the chair when the meeting commences.
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In the case of virtual shareholder meeting, the Company may conduct a simple connection test before the meeting and offer services before and during the meeting to help participants resolve communication and technical issues.
In the case of virtual shareholder meeting, the chair shall, upon commencement of the meeting, announce to participants the meeting's postponement or resumption date set in the next 5 days if the video conferencing platform malfunctions or if the live stream discontinues persistently for 30 minutes or longer due to natural disaster, manmade incident, or other force majeure event before adjournment, except for the situations outlined in Paragraph 4, Article 44-20 of Regulations Governing the Administration of Shareholder Services of Public Companies in which postponement or premature adjournment of meeting is not required, and that postponement/premature adjournment is not subject to Article 182 of The Company Act. If meeting is to be postponed or prematurely adjourned in any of the situations described in the preceding Paragraph, shareholders who did not register for the original virtual shareholder are unable to participate in the postponed/adjourned meeting.
If meeting is to be postponed or prematurely adjourned in any of the situations described in Paragraph 2, shareholders who registered and completed admission for the original virtual shareholder meeting but do not participate in the postponed/adjourned meeting will still have the number of shares and exercised votes counted towards total shares and votes during the postponed/adjourned meeting.
When postponing or resuming a virtual shareholder meeting in any of the situations described in Paragraph 2, any motions that already completed the voting and vote count with
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the final outcome announced and any director or supervisor election that has already been concluded during the meeting need not be discussed or resolved again.
If a physical shareholders' meeting is held in conjunction with video conference and the video conference discontinues for any of the reasons described in Paragraph 2 but the number of shares represented on-site still exceeds the legal minimum after excluding those who participated via video conference, the shareholders' meeting shall proceed as normal and need not be postponed or prematurely adjourned in the manner described in Paragraph 2.
If the meeting is to proceed as normal in the situation outlined above, shareholders who participate in the meeting via video conference shall have all of their shares counted toward the total number of shares represented at the meeting, but are considered to have waived the right to vote on all motions of the shareholder meeting.
If meeting is postponed or prematurely adjourned for any of the situations outlined in Paragraph 2, the timelines of various preparation works specified in Paragraph 7, Article 44-20 of Regulations Governing the Administration of Shareholder Services of Public Companies shall apply to the date of the original shareholder meeting.
The timelines mentioned in the latter part of Article 12 and Paragraph 3, Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15, and Paragraph 1, Article 44-17 of Regulations Governing the Administration of Shareholder Services of Public Companies shall apply to the date of the meeting postponed/prematurely adjourned under Paragraph 2.
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When hosting a virtual shareholder meeting, the Company shall provide appropriate alternative measures for shareholders who have difficulties participating in the shareholder meeting via video conference. Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide said shareholders with connection facilities and necessary assistance, and shall specify the period during which shareholders may file applications with the Company and other related matters to be attended.
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Any matter not addressed in the Rules shall be governed by the Company Act, Articles of Incorporation and relevant regulations.
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The Rules shall take effect immediately once approved during shareholder meeting. The same applies to all subsequent revisions.
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Directors' shareholding position as recorded in the shareholder registry on March 30, 2026 (the book closure date)
| Title | Name | Date elected | Tenure | Shareholding when elected |
Shareholding when elected |
Shareholding position as at the bookclosure date |
Shareholding position as at the bookclosure date |
|---|---|---|---|---|---|---|---|
| Shares | Proportion of shareholding |
Shares | Proportion of shareholding |
||||
| Chairman | Yi Chih Co., Ltd. Representative: C. H. Lee |
June 25, 2025 |
3 years | 4,928,750 | 1.64% |
4,928,750 | 1.64% |
| Director | Chien Yi Industrial Co., Ltd. Representative: Cheng-TsungLee |
June 25, 2025 |
3 years | 7,385,189 | 2.45% |
7,385,189 | 2.45% |
| Director | Cheng-Tu Lee | June 25, 2025 |
3 years | 3,000,991 | 1.00% |
3,000,991 | 1.00% |
| Director | Edward Y. C. Lee | June 25, 2025 |
3 years | 2,893,896 | 0.93% |
2,893,896 | 0.96% |
| Director | Shao-Ying Lee | June 25, 2025 |
3 years | 195,104 | 0.06% |
195,104 |
0.06% |
| Director | Chimax Development Co., Ltd. Representative: Chi-Chen Tu |
June 25, 2025 |
3 years | 1,357,389 | 0.45% |
1,357,389 | 0.45% |
| Director | Chang-Yi Chang | June 25, 2025 |
3 years | 761,739 | 0.25% |
761,739 |
0.25% |
| Director | Cheng-Chin Lee | June 25, 2025 |
3 years | 347,000 | 0.12% |
347,000 |
0.12% |
| Director | Chien Cheng Development Co., Ltd. Representative: Li Wan-Ling |
June 25, 2025 |
3 years | 18,806,192 | 6.24% |
18,806,192 | 6.24% |
| Director | OSTA Trading Co., Ltd. Representative: Chuang Pi-Ju |
June 25, 2025 |
3 years | 15,823,085 | 5.25% |
15,823,085 | 5.25% |
| Independent Director |
Yi-Lung Lai | June 25, 2025 |
3 years | 459,352 | 0.15% |
459,352 |
0.15% |
| ndependent Director |
Chu-Minn Leu | June 25, 2025 |
3 years | 0 | 0% |
0 |
0% |
| ndependent Director |
Hsieh Pi-Feng | June 25, 2025 |
3 years | 0 | 0% |
0 |
0% |
| Independent Director |
Jui-Chou Lin | June 25, 2025 |
3 years | 0 | 0% |
0 |
0% |
| Independent Director |
Hsiu-Mei Lin | June 25, 2025 |
3 years | 0 | 0% |
0 |
0% |
The Company has a paid-up capital of NT$3,011,637,840 (301,163,784 shares)
☆ Board of directors' minimum required shareholding: 5.00%; 15,058,189 shares
★ Based on shareholder registry as at the book closure date Whole directors’ shareholding: 18.58%; 55,958,687 shares
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