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HNFHC — AGM Information 2021
Aug 4, 2021
52211_rns_2021-08-04_1d050bd0-544a-439a-a416-dc3267c64825.pdf
AGM Information
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Stock Code : 2880
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Hua Nan Financial Holdings Co., Ltd. Handbook for 2021 Annual General Shareholders’ Meeting
Time: 9:00 a.m. on Friday, 25 June, 2021. Venue: No.123, Songren Rd., Xinyi District, Taipei City.
If there is any discrepancy between English version and Chinese version, the Chinese version shall prevail.
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Hua Nan Financial Holdings Co., Ltd. 2021 Annual General Shareholder s’ Meeting Agenda
Time : 9 AM, Friday, June 25, 2021.
Location : No. 123, Songren Road, Xinyi District,Taipei City
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Report the number of shares in attendance and announcement of the opening of the meeting.
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Chairman's welcoming remarks.
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Management Presentation (Company Reports)
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(1) The Company's 2020 business report.
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(2) The Audit Committee's review report on the 2020 Financial Statements.
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(3) The Company's Report on Remuneration Distribution of Directors and Employees for 2020.
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(4) Relevant Laws and Regulations Governing the Same Person or Same Concerned Party Holding in Excess of a Certain Ratio of the same Financial Holding Company’s Outstanding Voting Shares.
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Matters for Ratification
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(1) Ratification of the 2020 business report and financial statements.
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(2) Ratification of the Proposal for Distribution of 2020 Profits.
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Matters for Discussion
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(1) Issue new shares through capitalization of the 2020 earnings.
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Questions and Motions
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Adjournment
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Report No.1
Report: The Company's 2020 business report.
Details:
Please refer to pages 6 to 12 of this Handbook for the 2020 Annual Business Report.
Report No.2
Report: The Audit Committee's review report on the 2020 Financial Statements. Details:
Please refer to pages 13 to 14 of this Handbook for the auditor's report and financial statements for 2020.
Report No.3
Report: The Company's Report on Remuneration Distribution of Directors and Employees for 2020.
Details:
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I. To be executed pursuant to Article 235-1 of the Company Act and paragraph 1 of Article 36 of the Company's Article of Incorporation.
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II. The Company's 22[nd] meeting of the 7[th] Board of Directors passed resolution to distribute remuneration to Directors NTD 87,300,396 and Employee’s compensation NTD 6,998,028, all of which will be distributed by cash.
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Report No.4
Report : Relevant Laws and Regulations Governing the Same Person or Same Concerned Party Holding in Excess of a Certain Ratio of the same Financial Holding Company’s Outstanding Voting Shares.
Details:
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To proceed in accordance with the Financial Supervisory Commission’s (hereinafter “FSC”) Letter No. 10060005190 dated January 31, 2012.
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Relevant laws and regulations are as follow:
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(1) In accordance with paragraph 2 & 3 of Article 16 of the Financial Holding Company Act, the same person or the same concerned parties who singly, jointly or collectively holds more than 5% of a financial holding company’s outstanding voting shares shall report such fact to the FSC within ten days from the day of holding; the preceding provision applies to each cumulative increase or decrease by more than 1% thereafter. The same person or the same concerned parties who intends to singly, jointly or collectively acquire more than 10%, 25%, or 50% of a financial holding company’s outstanding voting shares shall apply for prior approval of the FSC. The definitions of the same person or the same concerned parties and the situation where the holding of shares is excluded are expressly defined in Article 4 & 5 in the Financial Holding Company Act.
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(2) Where the same person or the same concerned parties who holds voting shares issued by a financial holding company without filing a report with the FSC or obtaining the approval from the FSC in accordance with the provisions set forth in the paragraphs above, in accordance with paragraph 10 of Article 16 of the Financial Holding Company Act, the excess shares held shall not have voting rights and shall be disposed of within the given period prescribed by the FSC. In addition, a fine of not less than NTD 2 millions and not more than NTD 50 millions may be imposed in accordance with Article 60 of the Financial Holding Company Act. In the event such person is elected as a director, supervisor or the responsible person of a financial holding company, such person shall be considered to be listed as a person who has engaged in or otherwise been involved with dishonest or improper activities which indicate that he/she is unfit to serve as a responsible person of a financial holding company as set forth in subparagraph 13 of Article 3 of the “Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance
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by the Responsible Persons of a Financial Holding Company”.
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(3) For the detailed reporting regulations, please refer to Article 4, 5, and 16 of the Financial Holding Company Act and regulations set forth in “Instructions for Reporting Voting Shares in Accordance with Paragraph 2 of Article 16 of Financial Holding Company Act” and “The Rules Governing the same Person or the same concerned parties Holding Voting Shares of a Financial Holding Company Exceeding a Certain Percentage”.
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Matters for Ratification (1)
Proposed by the Board of Directors
Proposal: Ratification of the 2020 business report and financial statements. Details:
The company's 2020 business report and financial report have been approved by all members of the Company's Audit Committee and passed in the 22[nd] meeting of the Company's 7[th] Board of Directors. The financial report has been audited and certified by CPAs Dien-Sheng Chang and Wen-Yea Shyu of Deloitte & Touche Taiwan and are hereby submitted for ratification. Please refer to pages 6 to 31 of this Handbook for the 2020 Annual Business.
Resolution:
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Hua Nan Financial Holdings Co., Ltd. 2020 Business Report
I.Domestic and International Finance Environment in 2020
In 2020, all countries of the world adopted the measure of city closure or border control in succession with the COVID-19 ravaged all over the world ad, which seriously frustrated the economic growth and trade of various countries. As shown by the data released by the main international agency in 2020, the growth rate of global economy was -3.5%~-4.2%, the first negative number after the Financial Tsunami. Only the financial market saw the bond market YTM (yield to maturity) declined and stock market had a V-shaped reversal with the dramatic interest reduction of global central banks and expansion of monetary easing market rescue. Industry showed a K-shaped recovery, The remote-distance application, stay-at-home economy and medical industry were benefited, while sightseeing tour, financial industry and service industry were frustrated deeply.
According to estimates of the Directorate-General of Budget, Accounting and Statistics, Executive Yuan on February 20, 2021, the annual economic growth rate was approximately 3.11% in 2020, with a 0.15% growth compared with the number 2.96% of 2019. The above is mainly ascribed to Taiwan’s painstaking efforts in epidemic prevention and control and economic revival plan which recovers the domestic demands. The increase of the export business is mainly ascribed to the application of emerging science and technology, commercial chances of overseas countries and the high export volume of electronic parts, communication and audio-visual products. The export volume scaled to a new height. The economy was booming, making Taiwan one of the few regions and countries with booming economic situations.
As for finance, the banks in Taiwan faced the lower difference of deposit and withdrawal interests, decline of profits from overseas market and the increase of bad debts due to the interest reduction of main countries and the bailout measures with moderately easy monetary policies, which made the net profits reduced by 13.3% compared with that in 2019. Thanks to the preferential capital policies and the prevailing of Taiwan stocks, the securities and insurance industry remained active and even increased by 22.8%. They had a profit increase by 51.56% and 30.7% compared with those in 2019.
II.Business Plan and Results of Business Strategies
Due to the influence of the domestic and overseas financial status, the Group’s traditional banking business was affected, which resulted in adverse influences such as the lower difference of deposit and withdrawal interests, decline of profits from overseas market and the increase of bad debts. With the warrant loss of NT$ 4.617 billion of the subsidiary Hua Nan Securities as well as the influence above, the Group had faced the decline of profits dramatically. Therefore the Group took the following measures in order to respond to the situations above: 1. Launch bailout and revival loans by coordinating with the government, intensify the loan amount of small and medium-sized enterprises and housing loan, and expand client base and business volume besides supporting the financial demands of both individuals and enterprises. 2. Launch contact-free digital financial transactions and prevent both clients and employees from being affected by COVID-19. 3. Maintain a steady financial structure and asset quality. 4. Intensify the income of formality fees and financial operations. 5. Urge Hua Nan Securities to carry out financial and business improvement plan.
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In 2020, the Company’s net profit after tax was NT$ 8.653 billion, EPS was NT$ 0.67 and ROE was 4.58% respectively. The net profit after tax of the subsidiary Hua Nan Commercial Bank was NT$ 12.461 billion, the annual increase rate of the deposit and loan balance was 13.6% and 6.8% respectively and the scale of NT$ current deposit ranked the 3rd in the industry. The balance of loans for small and medium-sized enterprises ranked the 4th while the balance of housing loan was listed in the top 5 again. The business was vigorous and the overdue loan rate was 0.15%. The coverage rate of bad debt was 794.77% and the asset quality was still excellent. The net profit after tax of Hua Nan Securities was NT$ 3.632 billion and was NT$ 987 million once the warranty business loss was excluded. The brokerage formality fee income and performance were increased by nearly 60% this year when the underwriting formality fee income was also increased by 1.5 times. The business performance was excellent. The net profit after tax of South China Insurance was NT$ 482 million and the income of insurance policy premium was NT$ 10.124 billion with an annual growth of 11.6% and market occupancy of 5.40%, ranking the 7th among the peer in the same industry.
The Group continues to improve and work hard in corporate governance, green finance, environmental sustainability, corporate social responsibility, digital innovations in financial services, and high-quality consumer products. The main achievements in 2020 are explained below:
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i.Strengthened Management
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A. Asset quality: The non-performing loan and loan loss coverage ratios of the subsidiary HNCB in 2020 were 0.15% and 794.77%, respectively, which are superior to industry averages.
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B. Capital adequacy ratio: The Group's capital adequacy ratio at the end of 2020 was 116.44%. HNCB's capital adequacy ratio was 13.67%, with a Tier 1 capital adequacy ratio of 11.35%, which conforms to the legal capital standard.
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C. Corporate governance: The Company was included in 6%~20% bracket in the (7th) Corporate Governance Evaluation formed by the Taiwan Stock Exchange in 2020. The Company was also selected for inclusion in the “FTSE4Good Emerging Index”, “Taiwan Sustainability Index”, "Corporate Governance 100 Index Constituent Stocks", "Taiwan HC100 Index", and "Taiwan RAFI EMP 99 Index" respectively.
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D. Legal Compliance:
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a. The Group convened meetings and forums for Legal Compliance Committee at regular intervals:
- To effectively advance the Group's compliance operations, the Group's Legal Compliance Committee effectively supervises all companies to pay attention to changes in the domestic and foreign regulatory environment and give a timely response.
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b. Implementing Key Compliance Matters of the Group:
- To ensure and implement the Group’s key regulations and the applicable universal regulations, the Company has prepared the provisions concerning standard compliance and the group-level files in order to control legal compliance risks effectively. For instance, the Group’s measures for assessing the money-laundry risk are used to control the Group’s money laundry and terrorism financing risks effectively. The Company is also committed to protecting personal data. In addition to the establishment of group policies, the Company also uses personal data protection meetings and international certifications to ensure the effectiveness
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of personal data protection management.
- c. Establishment of the Legal Compliance System Optimization of the Group: The Group intensified real-time and regular online reporting and manages the legal compliance and effectiveness of the Group's business activities by optimizing the data submission system. In addition, the anti-money laundering information sharing platform of the Group is used for comparison, review, confirmation, transmission, and usage of the Group's AML information to effectively offset the Group's money laundering and terrorism financing risks effectively.
- d. Enhancement of the overseas branch units’ internal control systems: In recent years the Group’s banking and securities subsidiaries held meetings for legal compliance of overseas branch units in order to ensure the implementation effectiveness of their internal control measures. Besides intensifying contacts and sharing the regulation specifications and trends of different countries, the meeting could also intensify the awareness of management architecture and legal compliance in order to reduce relevant legal compliance risks effectively. For instance, the New York Agency of Hua Nan Commercial Bank was subjected to the Cease and Desist Order by the US competent authority due to the problems about anti-money laundering. Upon the bank’s efforts in making improvement and intensifying the anti-money laundering prevention work, Federal Reserve Board stopped the order above. Besides, the branches in the US have enhanced their management dramatically due to their efforts in such aspects as risk management, operation control, legal compliance, asset quality and information technology, and finally were praised by the overseas competent authorities.
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ii.Strengthened Cross-Selling
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A. Group cross-selling benefits: The achievement rate of the Group's cross-selling business operations as the amount of contribution to income was 155% in 2020.
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B. Build financial ecological circle by cyber-physical integration: To comply with the trend of digital finance, the Group integrated the physical outlets and digital financial trading platform and connected online and offline services to boost the marketing business continuously and exert the Group’s interdisciplinary marketing performance.
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C. Strengthen the Group's Cross-Selling Businesses: The Group shall implement "simple product explanation", “intensified training for subsidiary’s reception personnel” and “establishment of logistics support system with fast response” to integrate channel resources and improve the positive development of cross-selling business volume.
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iii.Promoted Digital Finance
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A. Develop FinTech Patents: As of the end of 2020, the Group obtained 147 FinTech patents in mobile platforms, big data, artificial intelligence, security and control mechanisms, and biometrics.
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B. Create Smart Financial Products: The Group created the services such as special App for SnY digital account, AI smart customer service, AI smart financing, first AI dialogue mobile banking, financial certification blockchains, facial recognition fund withdrawal, fund transfer, and mobile payment. We use technologies to make financial services more efficient.
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C. Boost the application of big data business: The Group established a level digital financial promotion team and cultivated more than ten data analysts. It established
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models via machine learning algorithm and applied it to the business. In 2020, it launched a total of 28 themed analysis outputs and 15 files concerning scenario marketing activities which were increased in double times compared with that in 2019.
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iv.Implementing Corporate Social Responsibilities
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A. Promote charitable activities:
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a. The Group's goals for public welfare include caring for disadvantaged groups, popularizing knowledge and education, supporting sports activities, and nurturing cultural and creative industries. The Group sponsored or hosted many charitable activities in 2020, including the "Excellent Hua Nan Care for the Elderly" activity, "President Tsai Ing-Wen and High School Students Face-to-Face Forum", "Unified Invoice Cup for Road Running (Taipei)", "Hua Nan Jinkong Cup Youth Championship”, "Hua Nan Jinkong Cup Youth Baseball Championship", sponsorship for the training fees for the gymnasts Li, Chih-Kai, Huang, Ke-Chiang, and coach Lin, Yu-Hsin, training and league expenses of the national sports delegation of Chinese Taipei Football Association and the training expenses of the national delegation of Golf Association of R.O.C.
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b. The Company has always supported sports activities and received the "Sports Activists Awards" of the Sports Administration of the Ministry of Education in 2020. It was the Company's ninth such award and the third consecutive award for Gold Sponsorship, Long Term Sponsorship, and Promotional Bronze Awards.
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B. Implementation of green finance:
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a. The subsidiary, HNCB, extended loans of NT$ 106 billion for green energy technology companies as of the end of 2020, which was an increase of NT$10.2 billion or 10.65% from NT$ 95.8 billion as of the end of 2019.
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b. The subsidiary HNCB issued NT$1 billion green bond and invested NT$11.35 billion green bond at face value as of the end of 2020.
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c. The subsidiary HNCB invested one green science and technology industry and invested NT$ 1.185 billion for the common stocks of Taiwan Power Company as of the end of 2020.
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d. The subsidiary Hua Nan Venture Capital invested approximately NT$ 290 million in energy conservation in 2020 which accounted for 18% of its overall investment portfolio.
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e. South China Insurance continuously focuses on the impact of climate change on the harvest of agricultural products and responds to the Council of Agriculture's initiatives for developing insurance policies for various agricultural products with property insurance companies. South China Insurance launched the "papaya insurance" and "lychee insurance" in hopes of using insurance products to help farmers mitigate the impact brought forth by climate change and establish a safety net for agriculture in Taiwan.
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III.Budget Implementation and Profitability Analysis
In 2020, the Company's net profit after tax was NT$ 8.653 billion, and the EPS was NT$ 0.67, with a budget compliance rate of about 64%. Details of main subsidiaries are as follows:
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i. The net profit after tax of HNBC was NT$ 12.461 billion, and the budget compliance rate was about 96%, which was mainly caused by the epidemic situation. The central
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banks of various countries cut interest rates and adopted monetary easing policies, which was unfavorable to the traditional business of banks. In addition, the spread between Taiwan and the United States was reduced. As a result, the exchange benefits of USD/TWD SWAP were reduced.
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ii. The net loss after tax of Hua Nan Securities Co., Ltd. was NT$ 3.632 billion, which was mainly caused by the loss of warrants of NT$ 4.617 billion.
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iii. The net profit after tax of South China Insurance was NT$ 482 million, and the budget compliance rate was about 70%, which was mainly due to the epidemic situation. The overall loss amount exceeded expectations due to the compensation cases of automobile accidents increased with the increase of the public's self-driving and tourism activities and the major compensation cases of commercial fire insurance and hull insurance.
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iv. The net loss after tax of Hua Nan Securities Co., Ltd. was NTD 136 million, which was mainly caused by the decrease of operating income, the increase of evaluation loss in PEM case, and the increase of income tax expense due to the rejection of the tax deduction right of structural debt loss in 2006 by IRS.
Hua Nan Financial Holdings Condensed Financial Statements of 2020
| Company | 2020 NPAT(Audited) | 2020 NPAT (Budget) | 2019 NPAT(Audited) | EPS | ROE |
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| Hua Nan Financial Holdings | NT$ 8.653 billion | NT$13.595 billion | NT$15.955 billion | NT$0.67 | 4.58% |
| Hua Nan Bank | NT$ 12.461 billion | NT$ 12.96 billion | NT$ 15.169 billion | NT$ 1.45 | 6.24% |
| Hua Nan Securities | NT$(3.632)billion | NT$730 million | NT$931 million | NT$ (5.57) | (33.44)% |
| South China Insurance | NT$482 million | NT$685 million | NT$651 million | NT$2.41 | 8.01% |
| Hua Nan Investment Trust | NT$(136)million | NT$20 million | NT$7 million | NT$(4.4) | (30.48)% |
| Hua Nan Venture Capital | NT$122 million | NT$15 million | NT$24 million | NT$0.61 | 7.47% |
| Hua Nan Assets Management | NT$23 million | NT$11 million | NT$20 million | NT$0.23 | 2.07% |
IV.Economic Outlook and Development Strategies for 2021
Looking forward to 2021, with the wide application of vaccines, the global economy will get rid of the epidemic haze and move towards recovery in the second half of the year. In addition, with the low impact of the base period in 2020, major institutions estimate that the global economic growth in 2021 will be between 4% and 5.5%. Potential risks are uneven distribution of vaccines, unfavorable global recovery, widening gap between rich and poor and social differentiation, inflation caused by rising oil prices and other raw material prices, and doubts about financial asset bubbles.
Benefiting from proper control of epidemic situation, Taiwan grasped the opportunity of global supply chain restructuring. The high-tech industry is expected to develop with strong export kinetic energy, and the domestic
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consumption growth is also optimistic. In addition, the government has continued to carry out industrial transformation and upgrading and actively guided private capital to invest in physical construction. According to the estimation of the Directorate-General of Budget, Accounting and Statistics, Executive Yuan, Republic of China, the economic development will grow by 4.64% in 2021, maintaining strong growth.
In response to the aforementioned political and economic situation, the Group's business strategy for 2021 focuses on the following parts:
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i. Diversifying income sources: in view of the long-term low-profit environment of the financial industry, which is not conducive to the promotion of traditional banking business, after the core business bottoms out, the Group will stabilize the spread and asset quality, and strengthen the income from handling fees and financial transactions.
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ii. Increasing the profit proportion of other subsidiaries: to diversify and balance profits, the Group will strengthen the profit growth of Hua Nan Securities and South China Insurance. This year, the profit contribution of the two subsidiaries should be more than 10%.
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iii. Expanding marketing business: the Group adopts the "two-way strategy" to effectively and quickly accumulate customers, form alliances with different industries through the point exchange platform, establish an ecological circle of mutual benefit and mutual prosperity, and give full play to its comprehensive marketing effect, so as to become a long-term partner of customers.
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iv. Developing digital finance: the Group will build a data-driven culture with big data as the core, and combine the digital financial application of "AI" and "API", and then implement cross-border cooperation and data sharing, so that customers can live an AI intelligent financial life.
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v. Strengthening risk management: the Group will continue to deepen the application of various risk quantification model tools, strengthen the evaluation of financial products, and use the risk management information platform to inquire about credit risk information, so as to improve the efficiency of risk management and control.
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vi. Improving information architecture and security: the Group will stabilize the information infrastructure, strengthen the information security protection mechanism, and improve the digital transformation information services to improve the quality of financial services.
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vii. Carrying through ESG spirit: in addition to continuously strengthening corporate governance, fulfilling corporate social responsibility and striving for environmental sustainability, the Group has taken TCFD (Task Force on Climate-related Financial Disclosure) and SASB (Sustainable Accounting Standards Board) into consideration in operational decision-making in accordance with the Corporate Governance 3.0Blueprint for Sustainable Development and Green Finance Action Plan 2.0 of the Financial supervision committee. It also has adhered to ESG spirit when undertaking business, gradually undertaken the responsibility of investment and financing, and continuously assisted industries of green energy technology and circular economy in sustainable operation.
There are still many variables, competitions and new challenges in the financial environment in 2021. The Group will set goals and flexibly adjust its operating policies in view of future opportunities and challenges, in the hope of effectively improving the efficiency of resource use, boosting the overall operating performance and balancing profit
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contribution to meet the expectations of shareholders, employees and customers. The Company is gradually developing towards the vision of "developing financial digital transformation, deepening the global layout, and growing into a high-quality financial institution with both profit and quality and sustainable operation"
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Hua Nan Financial Holdings Co., Ltd. Audit Committee's Audit Report
The Company's Board of Directors prepared and submitted the 2020 business report and financial statements. The financial statements have been audited by Dien-Sheng Chang, CPA, and Wen-Yea Shyu, CPA, of Deloitte & Touche Taiwan. The statements and reports prepared and submitted by the Board of Directors have been audited by the Audit Committee and no inconsistencies have been found. The Committee has prepared an Audit Report following unanimous agreement in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
Hua Nan Financial Holdings Co., Ltd. 2021 Shareholders' Meeting
Hua Nan Financial Holdings Co., Ltd. Kuei-Sen Wu, Convener of the Audit Committee
March 25, 2021
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Hua Nan Financial Holdings Co., Ltd. Audit Committee's Audit Report
The 2020 earnings distribution proposal prepared and submitted by the Board of Directors have been audited by the Audit Committee and no inconsistencies have been found. The Committee has prepared an Audit Report following unanimous agreement in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
Hua Nan Financial Holdings Co., Ltd. 2021 Shareholders' Meeting
Hua Nan Financial Holdings Co., Ltd. Kuei-Sen Wu, Convener of the Audit Committee
April 26, 2021
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Hua Nan Financial Holdings Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Hua Nan Financial Holdings Co., Ltd. (the Company) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Securities Issuers, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, Regulations Governing the Preparation of Financial Reports by Insurance Companies, the guidelines issued by the authority, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those regulations and standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2020 are stated as follows:
Impairment Loss of Discounts and Loans
As detailed in Note 5 to the consolidated financial statements, the Company and its subsidiaries’ management assess the impairment loss of discounts and loans based on the assumptions about the probability of default and the expected loss rate. The Company and its subsidiaries uses judgment in making these assumptions and in selecting the inputs to the impairment evaluation, based on the Company and its subsidiaries’ historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. Assessing evidence of the probability of default and impairment on discounts and loans, and determining whether the credit risk has increased significantly since the initial recognition are critical judgments and estimates and complied with the relevant laws and regulations. Therefore, the impairment loss of discounts and loans is identified as a key audit matter.
Please refer to Note 4 to the consolidated financial statements for the accounting policies related to impairment evaluation on discounts and loans, Note 5 for critical accounting judgments and key sources of estimation uncertainty, significant assumptions and input values used refer to Note 52 and Note 14 for related presentation and disclosure.
Our audit procedures performed in respect of the above key audit matter include understanding the methodology, key assumptions and parameter settings used by the management to measure the financial asset impairment model in accordance with International Financial Reporting Standard No.9. Assessing whether it is appropriate to reflect the actual situation of discounts and loans and whether the credit risk has been significantly increased since the initial recognition, the definition of default and credit impairment, exposure at default, probability of default, loss given default and forward-looking information are reasonable and consistent with the calculation of expected credit losses. Obtain the information related to the evaluation of such financial assets by the management, test the completeness of the related information, and then select samples from the cases of discounts and loans to verify the accuracy of the calculation. In addition, confirm the classification and the provision of allowance for impairment loss complied with the relevant laws and regulations.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Securities Issuers, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, Regulations Governing the Preparation of Financial Reports by Insurance Companies, the guidelines issued by the authority, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or
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has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company and its subsidiaries’ financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and its subsidiaries’ internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Dien-Sheng Chang and Wen-Yea Shyu.
Deloitte & Touche Taipei, Taiwan Republic of China March 25, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
- 18 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CASH AND CASH EQUIVALENTS (Notes 4, 6 and 46) DUE FROM THE CENTRAL BANK AND OTHER BANKS (Notes 6, 7, 46 and 48) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4, 8 and 46) FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (Notes 4, 5, 9, 11 and 48) INVESTMENTS IN DEBT INSTRUMENTS MEASURED AT AMORTIZED COST, NET (Notes 4, 5, 10, 11 and 48) SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL (Notes 4 and 12) RECEIVABLES, NET (Notes 4, 5, 13 and 46) CURRENT TAX ASSETS (Notes 4, 44 and 46) DISCOUNTS AND LOANS, NET (Notes 4, 5, 14 and 46) REINSURANCE CONTRACTS ASSETS, NET INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD, NET (Notes 4 and 15) OTHER FINANCIAL ASSETS, NET (Notes 4, 5, 16 and 46) INVESTMENT PROPERTIES, NET (Notes 4, 19 and 48) PROPERTY AND EQUIPMENT, NET (Notes 4, 17, 46 and 48) RIGHT-OF-USE ASSETS (Notes 3, 4, 18 and 46) INTANGIBLE ASSETS, NET (Notes 4 and 20) DEFERRED TAX ASSETS (Notes 4 and 44) OTHER ASSETS, NET (Notes 4, 21, 46 and 48) TOTAL LIABILITIES AND EQUITY DEPOSITS FROM THE CENTRAL BANK AND BANKS (Notes 22 and 46) FUNDS BORROWED FROM THE CENTRAL BANK AND OTHER BANKS (Notes 23 and 49) FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4 and 8) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (Notes 4, 8, 9, 10 and 25) COMMERCIAL PAPER PAYABLE, NET (Notes 24 and 47) PAYABLES (Note 26) CURRENT TAX LIABILITIES (Notes 4, 44 and 46) DEPOSITS AND REMITTANCES (Notes 27 and 46) BONDS PAYABLE (Notes 28 and 47) OTHER BORROWINGS (Notes 29 and 47) PROVISIONS (Notes 4, 30 and 31) OTHER FINANCIAL LIABILITIES (Notes 32 and 46) LEASE LIABILITIES (Notes 3, 4, 18, 46 and 47) DEFERRED TAX LIABILITIES (Notes 4 and 44) OTHER LIABILITIES (Notes 4, 33 and 46) Total liabilities EQUITY ATTRIBUTABLE TO OWNER OF THE PARENT (Notes 4 and 34) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain on investments in equity instruments measured at fair value through other comprehensive income Unrealized gain (loss) on investments in debt instruments measured at fair value through other comprehensive income Gain on overlay approach measured at fair value through other comprehensive income Total other equity Total equity attributable to owner of the parent NON-CONTROLLING INTERESTS Total equity TOTAL |
2020 Amount % $ 37,562,976 1 223,421,083 7 50,884,829 2 241,125,406 8 613,905,747 20 959,220 - 51,486,371 2 450,435 - 1,784,641,366 58 5,648,093 - 179,552 - 35,667,659 1 11,411,897 - 31,777,373 1 1,987,287 - 933,108 - 3,432,040 - 5,607,796 - $ 3,101,082,238 100 $ 120,918,211 4 19,091,190 1 7,475,164 - 41,957,804 1 15,578,122 1 40,262,838 1 2,617,347 - 2,524,483,706 82 60,688,999 2 1,490,500 - 23,747,147 1 39,388,701 1 1,954,177 - 6,140,434 - 5,883,733 - 2,911,678,073 94 128,547,788 4 17,758,986 1 17,837,809 1 6,471,594 - 9,340,889 - 33,650,292 1 (3,060,523 ) - 9,785,036 - 2,531,748 - 188,835 - 9,445,096 - 189,402,162 6 2,003 - 189,404,165 6 $ 3,101,082,238 100 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 38,861,681 2 142,533,034 5 79,832,198 3 221,684,061 8 448,789,348 17 799,551 - 46,116,677 2 356,269 - 1,670,450,065 61 4,288,211 - 164,524 - 25,170,232 1 10,999,439 - 31,915,460 1 2,096,128 - 914,006 - 3,353,551 - 3,503,792 - $ 2,731,828,227 100 $ 117,698,753 4 - - 3,050,189 - 36,570,660 1 18,530,988 1 37,298,835 1 1,252,443 - 2,224,016,962 82 60,291,611 2 1,458,000 - 20,632,462 1 10,792,205 1 2,046,274 - 6,157,412 - 3,330,776 - 2,543,127,570 93 121,727,402 5 17,758,986 1 16,322,174 - 6,471,594 - 16,941,042 1 39,734,810 1 (1,304,234 ) - 9,291,816 - 1,351,567 - 138,162 - 9,477,311 - 188,698,509 7 2,148 - 188,700,657 7 $ 2,731,828,227 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| INTEREST REVENUE (Notes 4, 35 and 46) INTEREST EXPENSE (Notes 4, 35 and 46) NET INTEREST NET REVENUES OTHER THAN INTEREST Commission and fee revenues, net (Notes 4, 36 and 46) Income from insurance premiums, net (Notes 4 and 37) (Loss) gain on financial assets and liabilities at fair value through profit or loss, net (Notes 4, 8, 38 and 46) Gain on investment properties, net (Note 19) Realized gain on financial assets at fair value through other comprehensive income (Notes 4 and 39) Gains on derecognition of financial assets at amortized cost Foreign exchange gain, net (Notes 4 and 40) Impairment reversal gain (loss) on assets (Notes 4, 11 and 21) Share of profit of associates (Notes 4 and 15) Loss on overlay approach (Notes 4, 8 and 11) Other non-interest income, net (Notes 4 and 46) Total net revenues other than interest TOTAL NET REVENUES |
2020 Amount % $ 36,863,125 92 (12,220,586) (30) 24,642,539 62 9,339,079 23 3,516,581 9 (11,757,397) (29) 506,672 1 3,389,629 8 7,311 - 9,949,796 25 35,325 - 8,667 - (48,971) - 375,293 1 15,321,985 38 39,964,524 100 |
2019 Amount % $ 45,056,216 96 (19,642,639) (42) 25,413,577 54 8,715,726 19 3,134,440 7 2,624,180 6 698,767 1 2,282,910 5 3,006 - 3,827,427 8 (25,858) - 6,038 - (183,524) - 207,644 - 21,290,756 46 46,704,333 100 |
Percentage Increase (Decrease) |
||
|---|---|---|---|---|---|
| % (18) (38) (3) 7 12 (548) (27) 48 143 160 237 44 (73) 81 (28) (14) (Continued) |
- 20 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| ALLOWANCE FOR DOUBTFUL ACCOUNTS, COMMITMENT, AND GUARANTEES (Notes 4, 13 and 14) CHANGE IN PROVISIONS FOR INSURANCE LIABILITIES, NET (Notes 4 and 30) OPERATING EXPENSES (Notes 31, 41, 42, 43 and 46) Employee benefits Depreciation and amortization Others Total operating expenses NET PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 44) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 8, 34 and 44) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Changes in the fair value attributable to changes in the credit risk of financial liabilities designated as at fair value through profit or loss |
2020 Amount % (2,061,723) (5) (911,675) (2) (16,493,790) (41) (2,185,685) (6) (7,121,846) (18) (25,801,321) (65) 11,189,805 28 (2,536,322) (6) 8,653,483 22 (356,586) (1) - - |
2019 Amount % (1,409,146) (3) (396,178) (1) (16,737,583) (36) (2,144,388) (4) (7,320,780) (16) (26,202,751) (56) 18,696,258 40 (2,740,890) (6) 15,955,368 34 (454,397) (1) (10,347) - |
Percentage Increase (Decrease) |
||
|---|---|---|---|---|---|
| % 46 130 (1) 2 (3) (2) (40) (7) (46) (22) 100 (Continued) |
- 21 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain on investments in debt instruments at fair value through other comprehensive income Gain on overlay approach measured at fair value through other comprehensive income Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive (loss) income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owner of the parent Non-controlling interests COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owner of the parent Non-controlling interests |
2020 Amount % (318,235) (1) 70,981 - (1,756,289) (4) 1,195,438 3 48,971 - (13,555) - (1,129,275) (3) $ 7,524,208 19 $ 8,653,353 22 130 - $ 8,653,483 22 $ 7,524,039 19 169 - $ 7,524,208 19 |
2019 Amount % 4,247,464 9 88,088 1 (1,194,666) (3) 2,078,866 5 183,524 - (59,476) - 4,879,056 11 $ 20,834,424 45 $ 15,955,270 34 98 - $ 15,955,368 34 $ 20,834,297 45 127 - $ 20,834,424 45 |
Percentage Increase (Decrease) |
||
|---|---|---|---|---|---|
| % (107) (19) 47 (42) (73) (77) (123) (64) (46) 33 (46) (64) 33 (64) (Continued) |
- 22 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| EARNINGS PER SHARE (Note 45) Basic and diluted |
2020 Amount % $ 0.67 |
2019 Amount % $ 1.24 |
Percentage Increase (Decrease) |
|---|---|---|---|
| % |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
| BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings Legal reserve Cash dividends Stock dividends Cash dividends distributed by subsidiaries Reversal of special reserve Net profit for the year ended December 31, 2019 Other comprehensive (loss) income for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Disposal of equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Cash dividends Stock dividends Cash dividends distributed by subsidiaries Decrease in non-controlling interests Net profit for the year ended December 31, 2020 Other comprehensive (loss) income for the year ended December 31, 2020 Total comprehensive (loss) income for the year ended December 31, 2020 Disposal of equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020 |
Share Capital Capital Stock $ 115,436,133 - - 6,291,269 - - - - - - 121,727,402 - - 6,820,386 - - - - - - $ 128,547,788 |
Capital Surplus | Total $ 17,758,986 - - - - - - - - - 17,758,986 - - - - - - - - - $ 17,758,986 |
Retained Earnings | Income $ 37,181,499 - (6,291,269 ) (6,291,269 ) - - 15,955,270 (366,309) 15,588,961 (453,112) 39,734,810 - (6,820,386 ) (6,820,386 ) - - 8,653,353 (285,601) 8,367,752 (811,498) $ 33,650,292 |
Other Equity | Reclassification of Other Comprehensive Income due to the Overlay Non-controlling Approach Interests $ (34,097 ) $ 2,102 - - - - - - - (81 ) - - - 98 172,259 29 172,259 127 - - 138,162 2,148 - - - - - - - (69 ) - (245 ) - 130 50,673 39 50,673 169 - - $ 188,835 $ 2,003 |
Total Equity $ 174,157,583 - (6,291,269 ) - (81 ) - 15,955,368 4,879,056 20,834,424 - 188,700,657 - (6,820,386 ) - (69 ) (245 ) 8,653,483 (1,129,275) 7,524,208 - $ 189,404,165 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations $ (109,568 ) - - - - - - (1,194,666) (1,194,666) - (1,304,234 ) - - - - - - (1,756,289) (1,756,289) - $ (3,060,523) |
Unrealized Gain (Loss) on Investment in Equity Instruments Measured at Fair Value Through Other Comprehensive Income $ 4,591,269 - - - - - - 4,247,435 4,247,435 453,112 9,291,816 - - - - - - (318,278) (318,278) 811,498 $ 9,785,036 |
Unrealized Gain (Loss) on Investment in Debt Instruments Measured at Fair Value Through Other Changes in the Fair Value Attributable to Changes in the Credit Risk of Financial Liabilities Designated as at Fair Value Comprehensive Through Profit Income or Loss $ (679,088 ) $ 10,347 - - - - - - - - - - - - 2,030,655 (10,347) 2,030,655 (10,347) - - 1,351,567 - - - - - - - - - - - - - 1,180,181 - 1,180,181 - - - $ 2,531,748 $ - |
||||||||||||||||
| Legal Reserve $ 14,860,042 1,462,132 - - - - - - - - 16,322,174 1,515,635 - - - - - - - - $ 17,837,809 |
Unappropriated Operations Income $ 6,492,093 $ 15,829,364 - (1,462,132 ) - (6,291,269 ) - (6,291,269 ) - - (20,499 ) 20,499 - 15,955,270 - (366,309) - 15,588,961 - (453,112) 6,471,594 16,941,042 - (1,515,635 ) - (6,820,386 ) - (6,820,386 ) - - - - - 8,653,353 - (285,601) - 8,367,752 - (811,498) $ 6,471,594 $ 9,340,889 |
|||||||||||||||||
| Share Premium $ 17,702,376 - - - - - - - - - 17,702,376 - - - - - - - - - $ 17,702,376 |
Treasury Stock $ 52,349 - - - - - - - - - 52,349 - - - - - - - - - $ 52,349 |
Donated Assets $ 2,936 - - - - - - - - - 2,936 - - - - - - - - - $ 2,936 |
Others $ 1,325 - - - - - - - - - 1,325 - - - - - - - - - $ 1,325 |
The accompanying notes are an integral part of the consolidated financial statements.
- 24 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Net profit before income tax Adjustments for: Depreciation expenses Amortization expenses Allowance for doubtful accounts, commitments, and guarantees Interest expense Interest revenue Dividend income Change in provisions for insurance liabilities, net Share of profit of associates accounted for using the equity method Loss on overlay approach (Gain) loss on disposal of property and equipment Gain on disposal of investment properties (Reversal gain) impairment loss on financial assets Impairment loss on non-financial assets Gain on lease modification Changes in operating assets and liabilities (Increase) decrease in due from the Central Bank and other banks Decrease in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income (Increase) decrease in financial assets at amortized cost Increase in receivables Increase in discounts and loans (Increase) decrease in assets under reinsurance contracts (Increase) decrease in other financial assets Increase (decrease) in deposits from the Central Bank and other banks Increase (decrease) in financial liabilities at fair value through profit or loss Increase (decrease) in securities sold under repurchase agreements Increase (decrease) in payables Increase in deposits and remittances Increase (decrease) in provisions Increase (decrease) in other financial liabilities Increase (decrease) in other liabilities Cash used in operations Interest received Dividend received Interest paid Income tax paid Net cash generated from (used in) operating activities |
2020 $ 11,189,805 1,866,466 319,219 2,061,723 12,220,586 (36,863,125) (1,794,989) 911,675 (8,667) 48,971 (62) (147,680) (35,417) 92 (177) (6,546,064) 28,745,294 (18,476,457) (165,113,277) (6,939,279) (114,917,912) (213,097) (10,512,365) 3,219,458 4,425,121 5,420,889 4,381,388 300,466,744 2,797 28,584,669 2,542,542 44,838,871 38,160,044 1,788,410 (13,438,148) (1,463,790) 69,885,387 |
2019 $ 18,696,258 1,875,995 268,393 1,409,146 19,642,639 (45,056,216) (1,702,565) 396,178 (6,038) 183,524 80 (278,101) 25,766 92 (105) 2,052,058 6,672,597 (24,016,872) 1,646,828 (5,281,043) (48,625,083) 50,714 5,194,015 (14,568,288) (1,765,312) (9,752,587) (6,300,963) 68,366,511 (309,357) (2,839,133) (6,148,359) (40,169,228) 45,705,457 1,692,808 (19,934,570) (2,548,169) (15,253,702) |
|---|---|---|
(Continued)
- 25 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Acquisition of intangible assets Acquisition of investment properties Proceeds from disposal of investments properties Increase in other assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Increase in funds borrowed from Central Bank and other banks (Decrease) increase in commercial paper payables Proceeds from corporate debentures Repayments of corporate debentures Proceeds from bank debentures Repayments of bank debentures Proceeds from long-term borrowings Repayment of the principal portion of lease liabilities Dividends paid on owners of the Company Dividends paid to non-controlling interest Changes in non-controlling interests Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 (8,780) (1,005,168) 419 (293,505) (1,572,606) 1,292,233 (2,127,004) (3,714,411) (140,000) 19,091,190 (2,961,544) 7,500,000 (4,900,000) 6,000,000 (8,200,000) 172,500 (696,765) (6,806,523) (69) (245) 9,058,544 (2,025,706) 73,203,814 101,232,243 $ 174,436,057 |
2019 (49,170) (704,972) 235 (304,586) (1,200,249) 1,271,042 (740,765) (1,728,465) (863,000) - 2,578,623 - - 6,000,000 (4,300,000) 200,000 (689,899) (6,272,656) (81) - (3,347,013) (1,144,650) (21,473,830) 122,706,073 $ 101,232,243 (Continued) |
|---|---|---|
- 26 -
HUA NAN FINANCIAL HOLDINGS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets as of December 31, 2020 and 2019:
| Cash and cash equivalents in consolidated balance sheets Due from the Central Bank and other banks that meet the definition of cash and cash equivalents in IAS 7 Securities purchased under agreements to resell that meet the definition of cash and cash equivalents in IAS 7 Cash and cash equivalents in consolidated statements of cash flows |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 37,562,976 135,913,861 959,220 $ 174,436,057 |
2019 $ 38,861,681 61,571,011 799,551 $ 101,232,243 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 27 -
Hua Nan Financial Holdings Co., Ltd.
Balance Sheets December 31, 2020 and 2019
| Assets Cash and cash equivalents Financial assets at fair value through other comprehensive income Receivables, net Current tax assets Investments accounted for using equity method, net Property and equipment, net Right-of-use assets Intangible assets, net Deferred tax assets Total |
2020 $ 285,517 836,957 135,837 1,930,416 219,575,026 24,328 175,728 7,626 2,808 $ 222,974,243 |
(In Thousands of New Taiwan Dollars) 2019 Liabilities 2020 2019 $ 300,089 Commercial paper payable, net $ 12,894,905 $ 13,686,553 761,454 Payables 1,762,313 1,840,505 321,981 Current tax liabilities 1,694,584 331,493 494,240 Bonds payable 16,988,999 16,891,611 219,581,779 Provision 55,260 50,254 36,679 Lease liabilities 175,740 65,253 64,816 Other liabilities 280 280 612 Total liabilities 33,572,081 32,865,949 2,808 Equity Share capital Ordinary shares 128,547,788 121,727,402 Capital surplus 17,758,986 17,758,986 Retained earnings Legal reserve 17,837,809 16,322,174 Special reserve 6,471,594 6,471,594 Unappropriated earnings 9,340,889 16,941,042 Total retained earnings 33,650,292 39,734,810 Other equity Exchange differences on translating the financial statements of foreign operations (3,060,523) (1,304,234) Gain on equity instruments at fair value through other comprehensive income 9,785,036 9,291,816 Gain on debt instruments at fair value through other comprehensive income 2,531,748 1,351,567 Gain on overlay approach measured at fair value through other comprehensive income 188,835 138,162 Total other equity 9,445,096 9,477,311 Total equity 189,402,162 188,698,509 $ 221,564,458 Total $ 222,974,243 $ 221,564,458 |
|---|---|---|
- 28 -
Hua Nan Financial Holdings Co., Ltd.
Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| REVENUES Interest revenue Share of profit of subsidiaries and associates Other non-interest income, net Total revenues OPERATING EXPENSES Interest expense Employee benefits Depreciation and amortization Others Total operating expenses NET PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive (loss) income of subsidiaries and associates accounted for using the equity method Unrealized gain (loss) on investment in equity instruments measured at fair value through other comprehensive income Income tax of items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Total other comprehensive (loss) income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic and diluted |
2020 $ 5,201 9,318,703 57,001 9,380,905 (266,328) (271,862) (73,237) (116,241) (727,668) 8,653,237 116 8,653,353 (1,680) (748,682) 75,503 70,980 (511,880) (13,555) (1,129,314) $ 7,524,039 $0.67 |
2019 $ 6,877 16,802,143 51,413 16,860,433 (316,037) (360,335) (73,336) (155,455) (905,163) 15,955,270 - 15,955,270 (13,957) 3,909,448 (112,800) 88,088 1,067,724 (59,476) 4,879,027 $ 20,834,297 $1.24 |
|---|---|---|
- 29 -
HUA NAN FINANCIAL HOLDINGS CO., LTD.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings Legal reserve Cash dividends Stock dividends Reversal of special reserve Net profit for the year ended December 31, 2019 Other comprehensive (loss) income for the year ended December 31, 2019 Total comprehensive (loss) income for the year ended December 31, 2019 Disposal of equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Cash dividends Stock dividends Net profit for the year ended December 31, 2020 Other comprehensive (loss) income for the year ended December 31, 2020 Total comprehensive (loss) income for the year ended December 31, 2020 Disposal of equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020 |
Share Capital Capital Stock $ 115,436,133 - - 6,291,269 - - - - - 121,727,402 - - 6,820,386 - - - - $ 128,547,788 |
Capital Surplus | Total $ 17,758,986 - - - - - - - - 17,758,986 - - - - - - - $ 17,758,986 |
Retained Earnings | Total $ 37,181,499 - (6,291,269 ) (6,291,269 ) - 15,955,270 (366,309) 15,588,961 (453,112) 39,734,810 - (6,820,386 ) (6,820,386 ) 8,653,353 (285,601) 8,367,752 (811,498) $ 33,650,292 |
Other Equity | Other Comprehensive Income Due to The Adoption of Overlay Approach $ (34,097 ) - - - - - 172,259 172,259 - 138,162 - - - - 50,673 50,673 - $ 188,835 |
Total $ 174,155,481 - (6,291,269 ) - - 15,955,270 4,879,027 20,834,297 - 188,698,509 - (6,820,386 ) - 8,653,353 (1,129,314) 7,524,039 - $ 189,402,162 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations $ (109,568 ) - - - - - (1,194,666) (1,194,666) - (1,304,234 ) - - - - (1,756,289) (1,756,289) - $ (3,060,523) |
Unrealized (Loss) Gain on Investment in Equity Instruments Measured at Fair Value Through Other Comprehensive Income $ 4,591,269 - - - - - 4,247,435 4,247,435 453,112 9,291,816 - - - - (318,278) (318,278) 811,498 $ 9,785,036 |
Unrealized Changes in the Fair Value (Loss) Gain on Attributable to Investments in Changes in the Debt Credit Risk of Instruments Financial Measured at Liabilities Fair Value Designated as at Through Other Fair Value Comprehensive Through Profit Income or Loss $ (679,088 ) $ 10,347 - - - - - - - - - - 2,030,655 (10,347) 2,030,655 (10,347) - - 1,351,567 - - - - - - - - - 1,180,181 - 1,180,181 - - - $ 2,531,748 $ - |
||||||||||||||||
| Share Premium $ 17,702,376 - - - - - - - - 17,702,376 - - - - - - - $ 17,702,376 |
Treasury Stock $ 52,349 - - - - - - - - 52,349 - - - - - - - $ 52,349 |
Donated Assets $ 2,936 - - - - - - - - 2,936 - - - - - - - $ 2,936 |
Others $ 1,325 - - - - - - - - 1,325 - - - - - - - $ 1,325 |
Legal Reserve $ 14,860,042 1,462,132 - - - - - - - 16,322,174 1,515,635 - - - - - - $ 17,837,809 |
Unappropriated Special Reserve Earnings $ 6,492,093 $ 15,829,364 - (1,462,132 ) - (6,291,269 ) - (6,291,269 ) (20,499 ) 20,499 - 15,955,270 - (366,309) - 15,588,961 - (453,112) 6,471,594 16,941,042 - (1,515,635 ) - (6,820,386 ) - (6,820,386 ) - 8,653,353 - (285,601) - 8,367,752 - (811,498) $ 6,471,594 $ 9,340,889 |
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Hua Nan Financial Holdings Co., Ltd.
Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Net profit before income tax Adjustments for Depreciation expense Amortization expense Interest expense Interest revenue Dividend income Share of profit of subsidiaries and associates accounted for using the equity method Gain on lease modification Changes in operating assets and liabilities Decrease in receivable (Decrease) increase in payables Increase (Decrease) in provisions Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Investments accounted for using equity method Acquisition of property and equipment Acquisition of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in commercial paper payables Proceeds from corporate debentures Repayments of corporate debentures Repayment of the principal portion of lease liabilities Cash dividends paid Net cash used in financing activities NET DECREASE CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 $ 8,653,237 72,538 699 266,328 (5,201) (60,785) (9,318,703) (39) 80,168 (3,416) 3,326 5,206 8,228,106 (289,341) (26,886) 7,605,237 (45,000) (1,226) (6,603) (52,829) (800,000) 5,000,000 (4,900,000) (60,457) (6,806,523) (7,566,980) (14,572) 300,089 $ 285,517 |
2019 $ 15,955,270 72,637 699 316,037 (6,877) (57,277) (16,802,143) - 7,471 210,168 (3,745) 6,900 7,026,225 (312,256) (802) 6,412,307 - (1,973) (34) (2,007) (200,000) - - (59,682) (6,272,656) (6,532,338) (122,038) 422,127 $ 300,089 |
|---|---|---|
- 31 -
Matters for Ratification (2)
Proposed by the Board of Directors
Proposal: Ratification of Distribution of 2020 Profits.
Details:
-
I. The Company's undistributed earnings at the beginning of 2020 was NTD(same here under) 1,784,633,971. After accounting for the 8,653,352,632 in net profits after current year taxes, remeasured amount in defined benefit plans of 285,601,350, and disposal of equity instruments at fair value through other comprehensive income was 811,498,012, the earnings shall be distributed as follows in accordance with the Articles of Incorporation and related regulations. (Please refer to pages 33 of this Handbook)
-
(I) Provision for legal reserve: 755,625,327.
- (Pursuant to the Articles 237 of the Company Act and Ministry of Economic Affairs—Jan., 9, 2020—Letter No.of Ching – shang – tzu – 10802432410)
-
(II) Distribution of shareholder dividends--cash (0.265 per share): A total of 3,406,516,385.
-
(III) Distribution of shareholder dividends--stock (0.264 per share):
- A total of 3,393,661,600.
-
(IV) Ending undistributed earnings: 1,785,083,929.
-
(V) The current year's distribution is prioritized by the 2020 after-tax net profit.
-
II. After the distribution proposal is passed by the annual general shareholder’s meeting:
-
(I) Cash dividends:
The Board of Directors shall separately establish a distribution base day.
- (II) Stock dividends:
Once the plan for capital increase is approved by the competent authority, the Board of Directors will be authorized to set the base date for the distribution of dividends.
- III. If the Company's shares in external circulation are subsequently changed due to re-acquisition, transfer or cancellation of its treasury stock or other reasons, which impact the shareholder dividend ratio and dividend ratio, a proposal is to be submitted to authorize the Board of Directors to process the changes.
Resolution:
- 32 -
Hua Nan Financial Holdings Co., Ltd. Statement of Earnings Distribution
2020
| Unit: NTD | Unit: NTD |
|---|---|
| Undistributed earnings at the beginning of the period | 1,784,633,971 |
| Net profit after tax | 8,653,352,632 |
| Less: Remeasurements of defined benefitplans |
285,601,350 |
| Less: Losses from disposal of equity instruments at fair value through other comprehensive income |
811,498,012 |
| The net profit after tax of this period plus items other than the net profit after tax of this period are included in the undistributed earnings of the currentyear |
7,556,253,270 |
| Appropriations | |
| Less: Legal reserve(10%) |
755,625,327 |
| Retained earnings available for distribution for this period | 8,585,261,914 |
| Allocation | |
| Shareholder dividends-cash ($0.265 per share) | 3,406,516,385 |
| Shareholder dividends-stock ($0.264 per share) | 3,393,661,600 |
| Ending undistributed earnings | 1,785,083,929 |
Note:For this period's motion to distribute cash dividends, the dividend will be calculated to the amount of one whole NTD, and any decimal point below one NTD will be rounded down. Shares below one dollar NTD will be adjusted from the largest decimal place and foremost account number until the total amount of cash dividends has been distributed.
- 33 -
Matters for Discussion(1)
Proposed by the Board of Directors
Proposal: Issue new shares through capitalization of the 2020 earnings. Details:
-
I. To increase the scale of capital and strengthen its financial structure, the company shall appropriate NTD 3,393,661,600 from the distributable earnings of 2020 for capital increase and issue 339,366,160 shares at a par value of $10 per share in accordance with Article 240 of the Company Act. After earnings are converted into capital increase, the number of issued shares shall be 13,194,144,970 shares, and the paid-in capital shall be NTD 131,941,449,700.
-
II. After passage in the annual general shareholders meeting and approval of the competent authority, the Company shall request that Board of Directors determine a capital increase ex-dividend date and issue 26.4 shares for every one thousand shares held. Distributions that amount to less than one full share may be grouped by shareholders within 5 days of the ex-dividend date at the Company's shareholder service agency. Fractions of a share that cannot be grouped into full shares shall be paid in cash (This is calculated to the amount of one whole NTD, and any decimal point below one NTD will be rounded down). The Chairman has been authorized to engage a designated party to subscribe to the accumulated share fractions at par value.
-
III. The rights and obligations associated with the new shares issued for the cash increase are identical to those associated with the existing shares.
-
IV. If the Company's shares in external circulation are subsequently changed due to re-acquisition or cancellation of its treasury stock (or other reasons which impact the shareholder dividend ratio), a proposal is to be submitted to authorize the Board of Directors to process the changes.
-
V. In the event that the issuance of new stocks is revised due to changes in regulations or approval of the competent authority, the shareholders are requested to authorize the Board of Directors at the annual general shareholder’s meeting to process the revision.
Resolution:
- 34 -
Questions and Motions
- 35 -
Appendix 1
Hua Nan Financial Holdings Co., Ltd. Articles of Incorporation
Chapter 1 General Provisions
-
Article 1. The Company is incorporated in accordance with the Financial Holding Company Act, the Company Act, and related laws and regulations to expand the economic scale and categories in consideration of developed synergu of the Company.
-
Article 2. The Company is named "Hua Nan Financial Holdings Co., Ltd." (Chinese:
華南金 融控股股份有限公司). -
Article 3. The Company's head office is established in Taipei City, and the Company may establish domestic or overseas branches at appropriate locations in response to business requirements.
-
Article 4. Any announcement made by the Company shall be published in newspapers, electronic newsletters, or a website set up or designated by the central competent authority.
Where the competent authority of securities prescribes other regulations regarding matters in the preceding paragraph, such regulations shall apply.
Chapter 2 Shares
-
Article 5. The Company has one hundred eighty billion New Taiwan Dollars (NT$180 billion) in authorized capital, which is divided into 18 billion shares with a face value of NT$10 each. The Board of Directors is authorized to issue the shares in separate installments.
-
Article 6. Shares issued by the Company are not required to be printed. The Company, however, shall register the shares with the centralized securities depository enterprise institution, and comply with the regulations of the institution.
-
Article 7. Shareholders of the Company shall provide their seal specimens which shall be kept by the Company.. Claims for collection of dividends, excersing the rights of a shareholder in writing, or written communication with the Company, shall be verified with the seal shown in the specimens.
-
Article 8. Except as otherwise provided by laws and regulations, the transfer of the Company's shares shall be signed by both the shareholder and the transferee. The shareholder shall fill out the share transfer application form set by the Company and file the application along with the shares to be transferred to the Company. Unless it is registered in the shareholders roster, the shareholder may not file claims against the Company based on the transfer.
All transfers of shares shall be duly suspended within 60 days prior to the date of an annual general meeting, within 30 days prior to the date of an extraordinary general
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meeting, or within 5 days prior to the cut-off date set by the Company for the distribution of dividends, bonus, or other benefits.
- Article 9. The Company shall handle shareholders service in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.
Chapter 3 Business Operations
Article 10. The Company's business item: H801011 Financial Holding Company.
Article 11. The Company's scope of business is as follows:
-
The Company may invest in the following business:
-
(1) Financial holding companies
-
(2) Banking business;
-
(3) Bills financing business;
-
(4) Credit card business;
-
(5) Trust business;
-
(6) Insurance business;
-
(7) Securities business;
-
(8) Futures business;
-
(9) Venture capital business;
-
(10) Investments in foreign financial institutions approved by the competent authority;
-
(11) Other business in relating to financial services recognized by the competent authority;
-
(12) Other related financial business the Company may invest in by law.
-
-
Management of the investee enterprises in the preceding subparagraph.
-
The Company may apply to the competent authority for approval for investment in businesses other than those specified in Subparagraph 1.
-
Other related businesses approved by the competent authority.
-
Article 12. The Company's specialized business consists of investments and management of invested businesses. Its investments in other businesses shall not be restricted by the 40% of the Company's paid-up capital as specified in Paragraph Two of Article 13 of the Company Act.
Chapter 4 Shareholders Meeting
-
Article 13. The Company's shareholders meetings include regular meetings and special meetings. The regular shareholders meeting is convened within six months after the end of each fiscal year; special shareholders meetings are convened when necessary in accordance with the Company Act.
-
37 -
Unless otherwise provided in the Company Act or other related regulations, the shareholders' meeting shall be convened by the Board of Directors in accordance with laws.
-
Article 14. The notice for convening a regular shareholders meeting shall be issued 30 days prior to the meeting and the notice for convening a special shareholders meeting shall be issued 15 days prior to the meeting. All shareholders shall be notified of the date, location, and purpose of the meeting and the Company may provide notifications to shareholders holding fewer than one thousand registered shares by means of a public notice.
-
Article 15. Where a shareholder is unable to attend the shareholders meeting, he/she may sign or affix his/her personal seal on a proxy form printed by the Company to specify the scope of authorization and designate a proxy to attend the meeting on his/her behalf. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
The aforementioned proxy letter must be delivered to the Company at least five days prior to the shareholders meeting. If more than one written proxy is delivered, the first one that received by the Company shall prevail. However, this restriction does not apply to the withdrawal of prior proxies.
-
Article 16. The Company’s shareholders shall have one voting right per share unless otherwise provided in laws or regulations.
-
Article 17. Matters to be resolved by the shareholders meeting are as follows:
-
Establishment and amendment of the Company's Articles of Incorporation.
-
Election and dismissal of Directors.
-
Ratification of the statements prepared by the Board of Directors and the inspection reports issued by the Audit Committee.
-
Resolutions regarding the increase or decrease of capital of the Company.
-
Resolutions regarding the distribution of earnings and make-up of deficits.
-
Other matters to be resolved in the shareholders' meeting in accordance with laws.
-
Article 18. Unless otherwise specified by law, the Chairman of the Board of Directors shall chair the shareholders' meeting. Where the Chairman is on leave or unable to attend the meeting for any reason, the Vice Chairman, if appointed, shall stand proxy. If there is no Vice Chairman or if the Vice Chairman is also on leave or unable to exercise power for any reason, the Chairman may appoint one of Directors to stand proxy. If the Chairman does not appoint a proxy, the Directors shall elect one person from among themselves to stand proxy.
-
38 -
-
Article 19. Unless otherwise provided by the Financial Holding Company Act, Company Act and other applicable laws, all resolutions of the shareholders' meeting must be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
-
Article 20. Resolutions adopted at a shareholders meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairman of the meeting and shall be distributed to each shareholder within 20 days after the close of the meeting. The public announcement of the meeting minutes mentioned in the preceding paragraph shall suffice.
-
Article 21. Unless otherwise specified by law or the Articles of Incorporation, matters related to the shareholders' meeting shall be processed in accordance with the Rules of Procedure for Shareholders Meetings of the Company.
Chapter 5 Board of Directors
-
Article 22. The Company's Board of Directors shall have 15 to 21 Directors. Directors shall be elected based on a candidate nomination system at the shareholders' meeting from among the shareholders with disposing capacity. The term of office for Directors shall be three years, and Directors are eligible for re-election. When a Director’s term expires and another Director cannot be elected in time, he or she shall extend his or her duties until the re-elected director takes office.
-
Pursuant to Article 183 of the Securities and Exchange Act, the Company shall have no less than two Independent Directors among the aforementioned number of Directors, and Independent Directors shall account for no less than one fifth of the Board of Directors. They shall be elected from the list of nominees for Independent Directors at the shareholders' meeting. The professional qualifications, shareholdings, restrictions on concurrent posts, nomination and election methods and other compliance of the Independent Directors shall be subject to the relevant provisions of the competent authority of securities.
An elected Director representing the government, a judicial person shareholder, or its representative may be replaced at any time by another representative to complete the remainder of the term of office of the replaced Director as the result of a change of his or her job duties.
- Article 23. Unless otherwise provided in laws, the Company's Board of Directors shall appoint one Chairman of the Board among the directors by a majority vote at a meeting attended by more than two thirds of the Directors, and may also appoint a Vice Chairman through the same procedure as for the Chairman by the Board of Directors when necessary.
The Board of Directors is authorized to prescribe remunerations to Directors based on their participation in the operation of the Company and the value of their
- 39 -
contributions according to the general remuneration level of other financial institutions.
The provisional standard provided in the Labor Standards Act shall apply mutatis mutandis to the payments of severance and pension payable to the Chairman and Vice Chairman regardless of the requirements pertaining to age and service period. Article 24. The Chairman of the Board of Directors shall internally chair the shareholders' meeting and meetings of the Board of Directors and shall externally represent the Company. If the Chairman is on leave or is unable to exercise power for any reason, the Vice Chairman, if appointed, shall stand proxy. If there is no Vice Chairman or if the Vice Chairman is also on leave or unable to exercise power for any reason, the Chairman may appoint one of Directors to stand proxy. If the Chairman does not appoint a proxy, the Directors shall elect one person from among themselves to stand proxy.
Article 25. Unless otherwise provided by law or regulation, the Company's shareholders' meeting shall be convened by the Chairman. Unless otherwise prescribed in the Financial Holding Company Act, Company Act or other regulations, the resolutions of a meeting of the Board of Directors shall be adopted by a majority vote of the Directors in attendance who represent more than one-half of all Directors. Directors shall personally attend board meetings. However, if a Director is unable to attend a board meeting, he/she may appoint another Director to serve as proxy to attend the meeting by submitting a proxy form specifying the scope of delegation. However, a Director may only serve as a proxy for one other Director.
For Board meetings conducted through video-conferencing, a Director who participates through video-conferencing is deemed to have attended in person. Article 26. The functions of the Board of Directors are as follows:
-
Review and approval of business policies and plans.
-
Review and approval of the budget and final accounts.
-
Review and approval of important regulations.
-
Review and approval of the Company's capital increase or decrease and issuance of securities.
-
Proposal of the earnings distribution.
-
Resolutions on the issuance of corporate bonds.
-
Resolutions on the Company's share buyback plans.
-
Review of the acquisition or disposal of assets.
-
Review of important contracts.
-
Appointment or dismissal of managerial officers and audit supervisors.
-
Review of the construction, purchase, or sale of the Company's operation sites and buildings.
-
40 -
-
Determination of the date of the general shareholders' meeting or special shareholders' meeting.
-
Execution of the resolutions of the shareholder's meeting.
-
Review and approval of the appointment, dismissal and compensation of CPAs.
-
Appointment of directors and supervisors of subsidiaries.
-
Review and approval of the Audit Committee Charter.
-
Review and approval of remuneration for employees.
-
Other matters to be resolved in the board meeting in accordance with laws and authorization of the shareholders' meeting.
-
Article 27. The Board of Directors shall convene a regular meeting every month . A special meeting of the Board of Directors may be held in case of emergency or at the request of a majority of the Directors. Unless otherwise specified in the Financial Holding Company Act or the Company Act, the board meeting notice and the production and distribution of meeting minutes may be implemented in writing or by electronic means.
The Company's Board of Directors may establish different functional committees. Unless otherwise specified in related regulations or the Articles of Incorporation, the Board of Directors is authorized to establish the Rules of Procedure for Board of Directors Meetings for the organization and meetings of the Company's Board of Directors.
-
Article 28. The Board of Directors shall establish an Audit Department to oversee audit operations. The Department of Auditing shall have one Chief Auditor who shall supervise the audit operations of the Company and subsidiaries in accordance with resolution of meetings of the Board of Directors. The appointment and dismissal of the Chief Auditor shall be determined by the Board of Directors in accordance with related laws and regulations.
-
Article 29. The Audit Committee shall be composed of all Independent Directors with no fewer than three persons. One member shall be the convener and at least one member shall have accounting or financial expertise.
-
The supervisor system shall be abolished on the date the Audit Committee is established.
-
Article 30. The the powers and duties of the Audit Committee and other matters for compliance shall be processed in accordance with related regulations of the competent authority of securities.
-
Article 31. The Company's Directors may serve concurrently as Directors and Supervisors of subsidiaries in accordance with laws.
-
Article 32. The Company may, pursuant to relevant regulations, establish liability insurance contracts with insurance enterprises for the Company's Directors to cover the
-
41 -
respective compensation liabilities in the performance of their duties.
Chapter 6 Managerial Officers
-
Article 33. The Company shall appoint one President who shall be nominated by the Chairman and approved by a majority of the Directors. The same rule shall apply to the dismissal of the President. The President shall oversee all business operations in accordance with the resolutions of meetings of the Board of Directors. Where the President cannot perform his/her duties, the Chairman shall designate a Vice President to perform such duties on behalf of the President.
-
Article 34. The Company shall appoint several Vice Presidents and Assistant Vice Presidents to assist the President in business operations. Their appointment and dismissal shall be proposed by the President and approved by a majority vote in the Board of Directors.
Chapter 7 Accounting Closing and Distribution of Earnings
-
Article 35. The Company's fiscal year is based on the calendar year, starting from January 1st and ends on December 31st of the same year. At the end of each fiscal year, the Board of Directors shall prepare the following statements, deliver them to the Audit Committee for review at least 30 days prior to a general shareholders meeting, and request ratification in the general shareholders' meeting.
-
Business report.
-
Financial statements.
-
Proposal for profit distribution or loss appropriation.
-
Article 36. If the Company has net income for the year, the Company shall set aside a certain amount as Directors' remuneration and employees' compensation based on net income before tax. The Board of Directors shall be authorized to determine the amount of the remuneration for each year within the specified scope. However, net income of the year shall be first used to offset accumulated loss, if any.
-
Directors' remuneration shall be no more than 1%.
-
Employees' compensation shall be between 0.02% and 0.15% and shall be distributed in stocks or cash. The recipients may include employees of affiliated companies that meet certain requirements. The Board of Directors shall set rules specifying the requirements.
The Company has adopted a surplus dividend policy to continue to expand its scale, enhance its profitability, and abide by related laws and regulations.
The earnings of the Company, if any, shall be first used to pay the tax due and offset accumulated loss in past years according to law, followed by setting aside a legal surplus reserve. Then, a special surplus reserve shall be allocated or reversed
- 42 -
according to the regulations and laws or as required by business needs. Any remaining balance and undistributed earnings from previous years shall be the distributable amount, and the shareholders meeting shall resolve the distribution of the shareholder’s dividends and bonus within 30% to 100% of the distributable amount. The shareholders' dividends shall be distributed in cash and stock based on the Company’s operation plans. The cash dividends shall not be lower than 10% of the total amount of the dividends to be distributed. unless otherwise resolved by the shareholders meeting, cash dividends of less than NT$0.1 per share shall not be distributed.
Chapter 8 Supplementary Provisions
-
Article 37. The Board of Directors is authorized to establish the Company's organizational regulations and important rules.
-
Article 38. Matters not included in the Articles of Incorporation shall be processed in accordance with the Financial Holding Company Act, Company Act, and other relevant laws and regulations.
Article 39. The Articles of Incorporation were established on November 14, 2001. The 1st amendment was made on May 24, 2002. The 2nd amendment was made on June 6, 2003. The 3rd amendment was made on June 11, 2004. The 4th amendment was made on December 17, 2004. The 5th amendment was made on June 9, 2006. The 6th amendment was made on June 9, 2010. The 7th amendment was made on June 24, 2011.
The 8th amendment was made on June 22, 2012. The deletion of relevant regulations regarding Supervisors shall take effect from the date of the establishment of the Audit Committee.
The 9th amendment was made on June 20, 2014. The 10th amendment was made on June 12, 2015. The 11th amendment was made on June 24, 2016. The 12th amendment was made on June 14, 2019.
- 43 -
Appendix 2
Hua Nan Financial Holdings Co., Ltd. Rules of Procedure for Shareholders' Meetings
Article 1 (Basis for Establishment)
To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 11 of the "Corporate Governance Best Practice Principles for Financial Holding Companies."
Article 2 (Legal Application)
The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law or regulation or the Articles of Incorporation, shall be as provided in these Rules.
Article 3 (Convention and Notice of Shareholders' Meetings)
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.
The Company shall notify each shareholder of the convention of a shareholders' meeting no later than 30 days prior to the date of a regular shareholders' meeting or no later than 15 days prior to the date of a special shareholders' meeting, and shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS). The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days prior to the date of the regular shareholders' meeting or 15 days prior to the date of a special shareholders' meeting. In addition, the Company shall also prepare the shareholders' meeting agenda and supplemental meeting materials 15 days prior to the date of a shareholders' meeting and make them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and its professional shareholder services agent as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice. With the consent of the addressee, the meeting notice may be given in an electronic form. A shareholder holding 1% or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders' meeting, provided that only
- 44 -
one matter shall be allowed in each single proposal, and 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, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors shall include it in the agenda.
Prior to the date on which share transfer registration is suspended prior to the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the acceptance of proposals, the place and the period for shareholders to submit proposals to be discussed at the meeting; the period for accepting such proposals shall not be less than 10 days.
The number of words of a proposal to be submitted by a shareholder shall be limited to no more than 300 words. The shareholder who has submitted a proposal shall attend, in person or by a proxy, a regular shareholders' meeting where his proposal is to be discussed and shall take part in the discussion of such proposal.
The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the shareholders' meeting to be convened.
Article 4 (Attendance by Proxy and Authorization)
A shareholder may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney issued by the Company and stating therein the scope of power authorized to the proxy.
A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
After the service of the power of attorney of a proxy to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
- 45 -
Article 5 (Principles Determining the Time and Place of a Shareholders' Meeting)
The place where a shareholders' meeting is held shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.
Article 6 (Preparation of Attendance Book and Other Documents)
The Company shall furnish the attending shareholders or their proxies (hereinafter referred to as the "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance; solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7 (Chairperson and Non-voting Participants of a Shareholders' Meeting)
If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board of Directors. When the Chairman of the Board of Directors is on leave or for any reason unable to exercise the powers of the chairperson, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman is also on leave or for any reason and unable to exercise the powers of the chairperson, the Chairman shall appoint one of the directors to act as chairperson. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairperson.
Shareholders' meetings convened by the Board of Directors shall be attended by a majority of the directors.
If a shareholders' meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, the chairperson of the meeting shall be elected from among themselves. The Company may appoint its attorneys, certified public accountants (CPA), or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
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Article 8 (Documentation of a Shareholders' Meeting)
The Company shall make an audio or video recording of a shareholders' meeting, and the recorded materials shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recorded materials shall be retained until the conclusion of the litigation.
Article 9 (Calculation of Shareholder's Meeting Attendance Shares and Calling of Shareholder's Meetings)
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chairperson shall call the meeting to order at the appointed meeting 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 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.
When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10 (Discussion of Proposals)
If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which shall not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with power to convene other than the Board of Directors.
The chairperson shall not declare the meeting adjourned prior to the completion of deliberation on
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the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, other members of the Board of Directors shall promptly assist the attending shareholders to elect a new chairperson in accordance with the statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary 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 and call for a vote.
Article 11 (Shareholders' Speech)
Before speaking, an attending shareholder shall specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak shall be set by the chairperson.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chairperson, a shareholder shall not speak more than twice on the same proposal, and a single speech shall not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech. When an attending shareholder is speaking, other shareholders shall not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chairperson may respond in person or direct the relevant personnel to respond.
Article 12 (Calculation of Voting Shares and Recusal System)
Voting at a shareholders' meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood
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that such a relationship would prejudice the interests of the Company, that shareholder shall not vote on that item, and shall not exercise voting rights as a proxy for any other shareholder.
The number of shares for which voting rights shall not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
Except for trust enterprises or stock agencies approved by the securities authority in charge, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company; otherwise, the portion of excessive voting power shall not be counted.
Article 13 (Voting and Vote Monitoring and Counting Methods)
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
When the Company holds a shareholders' meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence; when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived voting rights with respect to the special motions and amendments to the original proposals at that meeting; therefore, the Company shall avoid the submission of special motions and the amendments to the original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days prior to the date of the shareholders' meeting. When two or more declarations of the same intent are delivered, the one received earliest shall prevail unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.
In the event a shareholder who has exercised voting rights by correspondence or electronic means intends to attend a shareholders' meeting in person, a written declaration of intent to rescind the previous declaration of intent made in exercising the voting rights under the preceding paragraph shall be delivered to the Company, in the same manner previously used in exercising the voting rights, 2 days prior to the date of the shareholders' meeting. If the notice of rescission is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail.
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When a shareholder has exercised voting rights both by correspondence or electronic means and has appointed a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy at the meeting shall prevail.
Except as otherwise provided in the Company Act and the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, for each proposal, the chairperson or a person designated by the chairperson shall announce the total number of voting rights represented by the attending shareholders.
A proposal is deemed to have been adopted when no attending shareholders give a dissent after being inquired by the chairperson, and the effect thereof is the same as a vote; if there are dissents, a vote in the preceding paragraph shall be adopted. In addition to the proposals listed in the agenda, other proposals submitted by shareholders or amendments or alternatives to the original proposals shall be seconded by other shareholders.
When there is an amendment or an alternative to the same proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is adopted, the other proposals shall then be deemed rejected, and no further voting shall be required.
The vote monitoring and counting personnel for voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meetings. Immediately after vote counting has been completed, the results of voting shall be announced on-site at the meeting, with a record of voting made.
Article 14 (Elections)
The election of directors at a shareholders' meeting shall be held in accordance with the "Regulations Governing the Election of Directors" adopted by the Company, and the results of voting shall be announced on-site immediately.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 15 (Meeting Minutes and Acknowledgments)
Resolutions adopted at a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be affixed with the signature or seal of the chairperson of the meeting and shall be distributed to all shareholders of the Company within 20 days after the close of the meeting.
The meeting minutes may be produced and distributed in an electronic form.
The Company may distribute the meeting minutes referred to in the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be retained throughout the life of the Company.
A proposal adopted via the method of adopting resolutions referred to in the preceding paragraph shall be recorded as "adopted unanimously after the chairperson inquires all shareholders in attendance" after the chairperson has inquired all attending shareholders and no shareholders have raised any objection. If shareholders do raise any objection, the resolution shall specify the voting method adopted and the number and percentage of rights voted in favor.
Article 16 (Public Disclosure)
On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders' meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under the regulations of Taiwan Stock Exchange Corporation, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintenance of Order at the Meeting Place)
The staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands.
The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairperson may prevent the shareholder from doing so. When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructing the proceedings and refusing to heed calls to stop, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and Resumption of a Shareholders' Meeting)
When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting place is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another place.
A resolution may be adopted at a shareholders' meeting to postpone the meeting for not more than,
or to resume the meeting within, five days, in accordance with Article 182 of the Company Act.
Article 19 (Approval Level)
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.
Article 20 (Revision History)
These Rules were established on June 18, 2010.
The first amendment was made on June 22, 2012. The deletion of provisions of these Rules regarding supervisors shall take effect from the date of the establishment of the Audit Committee. The second amendment was made on June 14, 2019.
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Appendix 3
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I. The number of shares held by the Company's Directors on the book closure date (April 27, 2021) for the annual general shareholder’s meeting is disclosed in accordance with the "Regulations Governing Content and Compliance Requirements for Shareholder’s Meeting Agenda Handbooks of Public Companies".
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II. The Company has issued a total of 12,854,778,810 shares, and the minimum required amount of shares held by all Directors is 160,000,000 shares. The Company has established an Audit Committee. Therefore, the minimum legal required amount of shares held by supervisors does not apply.
Hua Nan Financial Holdings Co., Ltd.
List of Shares Independently and Collectively Held by Directors
| Title | Corporate Shareholder | Representative | Shares Held | Shareholding Ratio |
|---|---|---|---|---|
| Chairman | Ministry of Finance | Yun-Peng Chang | 218,513,460 | 1.70% |
| Vice Chairman | The Memorial Scholarship Foundation to Mr. Lin HsiungChen |
Ming-Cheng Lin | 227,024,784 | 1.77% |
| Director | Ministry of Finance | Pao-Chu Lo | (218,513,460) | (1.70%) |
| Director | Bank of Taiwan | Shih-Ching Jeng | 2,729,230,377 | 21.23% |
| Director | Bank of Taiwan | Chou-Wen Wang | (2,729,230,377) | (21.23%) |
| Director | Bank of Taiwan | Ho-Chyuan Chen | (2,729,230,377) | (21.23%) |
| Director | Bank of Taiwan | Yu-Min Yen | (2,729,230,377) | (21.23%) |
| Director | Bank of Taiwan | An-Pang Wang | (2,729,230,377) | (21.23%) |
| Director | Bank of Taiwan | Wei-Der Tsai | (2,729,230,377) | (21.23%) |
| Director | The Memorial Scholarship Foundation to Mr. Lin HsiungChen |
T. Lin | (227,024,784) | (1.77%) |
| Director | The Memorial Scholarship Foundation to Mr. Lin HsiungChen |
Chih-Yu Lin | (227,024,784) | (1.77%) |
| Director | The Memorial Scholarship Foundation to Mr. Lin HsiungChen |
Chih-Yang Lin | (227,024,784) | (1.77%) |
| Director | He Quan Investment Co., Ltd. | An-Lan Hsu Chen | 3,567,065 | 0.03% |
| Director | He Quan Investment Co., Ltd. | Michael, Yuan-Jen Hsu |
(3,567,065) | (0.03%) |
| Director | China Man-Made Fiber Corporation | Vivien, Chia-Ying Shen |
68,253,382 | 0.53% |
| Independent Director | Kuei-Sen Wu | 0 | 0 | |
| Independent Director | Kuo-Chuan Lin | 0 | 0 | |
| Independent Director | Sung-Tung Chen | 0 | 0 | |
| Independent Director | Ming-Hsien Yang | 0 | 0 | |
| Total | Shares Held by All Directors | 3,246,589,068 | 25.26% |
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