IBF — AGM Information 2020

Jun 29, 2020

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Lexcel Partners Translation Draft May 8, 2020 Ticker Symbol: 2889

(Translation)

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Handbook for the 2020 Annual Shareholders Meeting

Time: Friday, June 12, 2020

Venue: National Training Institute For Farmers' Organizations Tian-Mu Convention Center at 2F., No.113, Sec.7, Jhongshan N. Rd., Shihlin Dist., Taipei City, Taiwan, R.O.C.

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Lexcel Partners Translation Draft May 8, 2020

IBF Financial Holdings Co., Ltd. ( " Company " )

Year 2020 Agenda of Annual Shareholders Meeting

1. Order the meeting to begin (Report the number of shares present)

2. Chairperson remarks

3. Matters to report

• (1) Business report for 2019;

• (2) Audit Committee's review report on the financial statements for the fiscal year of 2019; and

• (3) Report on distribution of employees' compensation and directors' remuneration of 2019.

• Matters to be recognized

• (1) Adoption of the business report and financial statements for the fiscal year of 2019; and (2) Adoption of the proposal for profits distribution of 2019.

• Matters subject to discussion and election

• (1) Proposal for amendments to the "Rules of Procedure for Shareholders Meeting of the Company;

• (2) Proposal for new share issuance through capitalization of earnings by the Company;

• (3) Election of directors of the 7th term of the Company; and

• (4) Release of non-competition restrictions to directors of the 7th term of the Company.

• Extemporary motions.

• Adjournment

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Lexcel Partners Translation Draft May 8, 2020

Matters to report

Report No.1

Business report for 2019

(Please refer to pages 24 to 27 of this handbook )

Report No.2

Audit Committee's review report on the financial statements for the fiscal year of 2019 (Please refer to page 28 of this handbook)

Report No.3

Report on distribution of employees' compensation and directors' remuneration of 2019.

Explanation:

• (1) This report is made in accordance with Article 235-1 of the Company Act and Article 32 of the Articles of Incorporation of the Company.

• (2) Paragraph 2, Article 32 of the Articles of Incorporation of the Company provides that "The Company shall set aside employees' compensation for 0.1% or more but no more than 2%, and directors’ remuneration for no more than 2% from the balance of the Company's profits before tax and deduction of employees’ compensation and directors remuneration for the then current fiscal year, less the reserved amount to make up the accumulated losses."

• (3) The Company's profits before tax and deduction of employees' compensation and directors remuneration for 2019 refer to NTD2,670,423,536, among which the Company planned to allocate NTD32,045,082 as employees' compensation and NTD40,056,353 as directors' remuneration respectively, all payable in cash.

• (4) This matter has been approved at the 9th meeting of the Remuneration Committee of 3th term on March 11, 2020, and also approved by the 24th meeting of the board of directors of 6th term on March 23, 2020.

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Lexcel Partners Translation Draft May 8, 2020

Matters to be recognized

Proposal No.1 (Proposed by the board)

Adoption of the business report and financial statements for the fiscal year of 2019.

Explanation: The business report, balance sheet, consolidated income statement, statement of changes in equity and statement of cash flows of the Company for 2019 (including the consolidated financial statements) have been reviewed by the Audit Committee, as well as approved by the 24th meeting of the board of directors of 6th term. The Audit Committee's review report was issued as attached hereto (please refer to pages 24 to 45 of this handbook).

Resolution:

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Lexcel Partners Translation Draft May 8, 2020

Proposal No.2 (Proposed by the board)

Adoption of the proposal for profits distribution of 2019.

Explanation:

1. This proposal has been resolved by the 24th meeting of the board of directors of 6th term.

2. The distributable earnings refer to NTD2,336,968,902, resulting from the undistributed retained earnings of the Company in the amount of NTD23,610,434 at the beginning of 2019, plus NTD3,309,308 as profits from disposal of equity instruments measured at fair value through other comprehensive income, minus NTD60,121,948 as remeasurement of defined benefit plans, and NTD33,202,206 as the loss to be made up after adjustment, plus NTD2,629,834,319 as the net profits after tax for 2019, less NTD259,663,211 as a legal reserve.

3. The dividends are proposed to be declared according to the Articles of Incorporation of the Company as follows: The proposed dividends to shareholders will be NTD0.82 per share, among which NTD0.65 will be payable in cash, amounting to NTD1,851,241,987 in total, and NTD0.17 will be payable in the form of stocks, amounting to NTD484,170,990 in total. After the distribution, the undistributed earnings at the end of the fiscal year will be NTD1,555,925.

4. The proposed dividends to shareholders of NTD0.82 per share is calculated based on the total issued and outstanding shares of 2,848,064,596. A proposal will be made to have the shareholders meeting authorize the board of directors to make relevant adjustments if the total number of the issued and outstanding shares changes due to subsequent repurchase of the Company's shares, transfer, conversion and cancellation of treasury stocks or any other factors, and thus results in the dividend rate change. Cash dividends shall be calculated and rounded down to dollar. The total amount of odd fraction will be counted as other incomes of the Company. It is also proposed that the board of directors be authorized, after approval of the annual meeting, to set the record date to distribute dividends.

5. The Profits Distribution Table for the Year 2019 is attached hereto. (Please refer to page 46 of this handbook)

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Lexcel Partners Translation Draft May 8, 2020

Resolution:

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Lexcel Partners Translation Draft May 8, 2020

Matters subject to discussion and election Proposal No.1 (Proposed by the board )

• Proposal: Amendment to the "Rules of Procedure for Shareholders Meeting" of the Company

Explanation:

1. This proposal has been resolved by the 24th meeting of the board of directors of 6th term.

2. The amendment is proposed according to Articles 172 and 172-1 of the Company Act effected as of November 1, 2018 and by reference to certain sample articles under the amendment to the "Template for XXX Co., Ltd.'s Rules of Procedure for Shareholders Meetings" announced by Taiwan Stock Exchange Corporation per its letter Ref. No. Tai-Cheng-Chih-Li-Tzu No. 1080024221. In addition, to correspond to the adoption of the electronic voting means adopted by the shareholders meeting of the Company, Articles 3, 10, 13 and 15 of the Rules of Procedure for Shareholders Meeting of the Company are proposed to be amended to ensure comprehension.

3. The comparison table of the proposed amendment to the "Rules of Procedure for Shareholders Meeting" of the Company (see Appendix) is attached. Please refer to pages 54 to 60 of the handbook for the full text of the "Rules of Procedure for Shareholders Meeting" of the Company before the amendment.

Resolution:

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Lexcel Partners Translation Draft May 8, 2020

Appendix

IBF Financial Holdings Co., Ltd.

Comparison Table of Amendments to Rules of Procedure for Shareholders Meeting

Amended Article Current Article Explanation Article 3 Article 3 1. To be in line with the amendment to Paragraph 5, Unless otherwise provided by Unless otherwise provided by Article 172 of the Company laws or regulations, the laws or regulations, the Act, partial wordings in Company's shareholders Company's shareholders Paragraph 4 of this Article are meetings shall be convened by meetings shall be convened by amended. the board of directors. the board of directors. 2. To be in line with the ruling Ref. No. Ching-Shang Tzu The notice for the annual The notice for the annual No. 10702417500, issued on shareholders meeting shall be shareholders meeting shall be August 6, 2018, Paragraph 5 made to each shareholder no made to each shareholder no of this Article is added. later than thirty (30) days prior later than thirty (30) days prior 3. The original Paragraph 5 is to the meeting date, provided to the meeting date, provided moved to Paragraph 6, and to that for the shareholders holding that for shareholders holding be in line with Paragraph 1, less than one thousand shares, less than one thousand shares, Article 172-1 of the amended notice may be made by the notice may be made by the Company Act, Paragraph 5 of public announcement on the public announcement on the this Article is added and Market Observation Post Market Observation Post relevant wordings are System (" MOPS ") no later than System (" MOPS ") no later than amended. thirty (30) days prior to the before thirty (30) days prior to 4. The original Paragraph 6 is meeting date. The notice for the meeting date. The notice moved to Paragraph 7, and is the extraordinary shareholders for the extraordinary amended according to meeting shall be made to each shareholders meeting shall be Paragraph 2, Article 172-1 of shareholder no later than fifteen made to each shareholder no the Company Act. (15) days prior to the meeting later than fifteen (15) days prior 5. The order of the Paragraphs is date, provided that for to the meeting date, provided adjusted. shareholder holding less than that for shareholder holding less one thousand shares, notice may than one thousand shares, notice be made by the public may be made by the public announcement on the MOPS no announcement on the MOPS no later than fifteen (15) days prior later than fifteen (15) days prior to the meeting date. to the meeting date.

The reasons of the agenda for The reasons of the agenda for convening a shareholders convening a shareholders meeting shall be specified in the meeting shall be specified in the meeting notice and public meeting notice and public announcement. announcement.

Election or discharge of Election or discharge directors, amendments to the directors, amendments to the Articles of Incorporation, Articles of Incorporation, application for cease of being a application for cease of being a public reporting company, public reporting company,

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Lexcel Partners Translation Draft May 8, 2020

Amended Article Current Article Explanation release of non-competition release of non-competition restriction, capitalization by restriction, capitalization by earnings, capitalization by earnings, capitalization by reserves, dissolution, reserves, dissolution, merger, or merger, or demerger of the demerger of the Company, or Company, or any circumstance any circumstance falling under falling under any of the any of the subparagraphs under subparagraphs under Paragraph Paragraph 1, Article 185 of the 1, Article 185 of the Company Company Act, Articles 26-1 and Act, Articles 43-6 of the 43-6 of the Securities and Securities and Exchange Act, or Exchange Act, or Articles 56-1 Articles 56-1 and 60-2 of the and 60-2 of the Regulations Regulations Governing the Governing the Offering and Offering and Issuance of Issuance of Securities by Securities by Securities Issuers Securities Issuers shall be shall be specified in the main specified in the main content of content of the agenda of the the agenda of the notice for notice for convening the convening the shareholders shareholders meeting, and meeting, and cannot be cannot be proposed by an proposed by an extemporary extemporary motion. The motion. The main content main content may be posted on may be posted on the website the website designated by the designated by the securities securities competent authority competent authority or the or the Company, with such Company, with such website website address being specified address being specified in the in the notice for the meeting. notice for the meeting.

Where the reasons of	the
agenda for convening	a
shareholders meeting	has
specified the overall	re-
election of directors	and
supervisor, with specific date
to assume the office, the same
meeting, after the completion
of the re-election, cannot
further resolve change of	the
office assumption date	by
extemporary motion(s) or	any
other means.

A shareholder holding 1% or A shareholder holding 1% or more of the total number of more of the total number of issued shares may submit to the issued shares may submit to the Company a written proposal for Company a written proposal for discussion at the annual discussion at the annual shareholders meeting, provided shareholders meeting, provided that such proposal is limited to that such proposal is limited to only one proposal, and only one proposal, and

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Lexcel Partners Translation Draft May 8, 2020

				Lexcel Partners Translation D May8,2
Amended Article			Current Article	Explanation
proposal(s) other than the one proposal will not be included in the meeting agenda;provided further that the proposal			proposal(s) other than the one proposal will not be included in the meeting agenda. In addition, the proposal made by a shareholder falling under any subparagraph of Paragraph 4, Article 172-1 of the Company Act shall not be included in the agenda by the board of directors, provided thatthe proposal submitted by the
		proposal
submitted by the shareholder
for the purpose of suggesting
and urging the Company to
promote public interests or
fulfill social responsibility,
may still be included in the
agenda by the board of
directors. In addition, the proposal made by a shareholder falling under any subparagraph of Paragraph 4, Article 172-1 of the Company Act shall not be included in the agenda by the board of directors. The Company shall publicly announce the acceptance of submission of shareholder proposals, written or electronic submission			shareholders for the purpose of
			suggesting and urging the
			Company to promote public
			interests or fulfill social
			responsibility, may still be
			included in the agenda by the
			board of directors. The Company shall publicly announce the acceptance of submission of shareholder proposals, and the location and time period for submission prior to the closure date for entry the stock transfer before the holding of the annual shareholders meeting. The period for submission of shareholder proposals may not be less than ten (10) days. Each shareholder-submitted proposal is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders meeting and participate in the discussion of the proposal. The Company shall inform the shareholders submitting proposals of the handling results, before the issuance of
	submission
alternative,and the location and time period for submission, prior to the closure date for entry of the stock transfer before the holding of the annual shareholders meeting. The period for submission of shareholder proposals may not be less than ten (10) days. Each shareholder-submitted proposal is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders meeting and participate in the discussion of the proposal. The Company shall inform the shareholders submitting proposals, of the handling results, before the issuance of

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Lexcel Partners Translation Draft May 8, 2020 Amended Article Current Article Explanation the meeting notice, and shall the meeting notice, and shall list list the proposals conforming to the proposals conforming to the the provisions of this Article in provisions of this Article in the the meeting notice. The board meeting notice. The board of of directors shall explain the directors shall explain the reasons for exclusion of any reasons for exclusion of any shareholder proposal in the shareholder proposal in the agenda at the shareholders agenda at the shareholders meeting. meeting. Article 10 Article 10 Since the Company's shareholders meeting has adopted the exercise If the shareholders meeting is If the shareholders meeting is of voting rights electronically, and convened by the board of convened by the board of the proposals shall be voted by poll directors, the meeting agenda directors, the meeting agenda on a proposal-by-proposal basis, in shall be set forth by the board of shall be set forth by the board of order to avoid the person calling directors. Relevant proposals directors. The meeting shall the shareholders meeting on the agenda (including proceed in the order set forth by excessively limiting the voting extemporary motion(s) and the agenda, which may not be time of the shareholders resulting amendment(s) to the contents changed without the resolution too late for the shareholders to vote of the original proposal(s)) of the shareholders meeting. and thus affect the shareholders' shall be voted by poll on a exercise of voting rights, by proposal-by-proposal basis. reference of the "Template for The meeting shall proceed in XXX Co., Ltd.'s Rules of the order set forth by the Procedure for Shareholders agenda, which may not be Meetings", Paragraphs 1 and 4 are changed without the resolution amended accordingly. of the shareholders meeting.

The provisions of the preceding The provisions of the preceding paragraph apply mutatis paragraph apply mutatis mutandis to the shareholders mutandis to the shareholders meeting convened by a party meeting convened by a party (other than the board of (other than the board directors) with the power to directors) with the power to convene. convene.

The chairperson may not The chairperson may not declare the meeting adjourned declare the meeting adjourned prior to completion of the prior to completion of the scheduled meeting agenda scheduled meeting agenda under the preceding two (2) under the preceding two (2) paragraphs (including paragraphs (including extemporary motions) without extemporary motions) without the resolution of the the resolution of the shareholders meeting. If the shareholders meeting. If the chairperson declares the chairperson declares the meeting adjourned in violation meeting adjourned in violation of the rules of procedure, the of the rules of procedure, the other members of the board of other members of the board of directors shall promptly assist directors shall promptly assist

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Lexcel Partners Translation Draft May 8, 2020 Amended Article Current Article Explanation the attending shareholders in the attending shareholders in electing a new chairperson in electing a new chairperson in accordance with statutory accordance with statutory procedures by a majority of the procedures by a majority of the votes represented by the votes represented by the attending shareholders, and then attending shareholders, and then continue the meeting. continue the meeting. The chairperson shall allow The chairperson shall allow ample opportunity during the ample opportunity during the meeting for explanation and meeting for explanation and discussion of proposals and of discussion of proposals and of amendments or extraordinary amendments or extraordinary motions proposed by the motions proposed by the shareholders. When the shareholders. When the chairperson is of the opinion chairperson is of the opinion that a proposal has been that a proposal has been discussed sufficiently so as to discussed sufficiently so as to put it to a vote, the chairperson put it to a vote, the chairperson may announce the discussion may announce the discussion closed, call for a vote and closed and call for a vote. arrange for adequate time for voting. Article 13 Article 13 1. Partial of the wordings of Paragraph 3 is amended in A shareholder shall be entitled A shareholder shall be entitled accordance with Article 13 of to one vote for each share held, to one vote for each share held, the " Template for XXX Co., Ltd.'s Rules of Procedure for unless the shares are otherwise unless the shares are otherwise restricted by laws and restricted by laws and Shareholders Meetings" issued by Taiwan Stock Exchange regulations or deemed as nonregulations or deemed as nonCorporation. voting shares. voting shares. 2. According to Article 10 of these Rules, the proposals Unless otherwise provided in Unless otherwise provided in shall be voted by poll on a the Company Act and Articles the Company Act and Articles proposal-by-proposal basis. of Incorporation of the of Incorporation of the Paragraph 7 is thus deleted Company, the resolution of a Company, the resolution of a accordingly. proposal shall be approved by proposal shall be approved by 3. According to the ruling of the an affirmative vote of a majority an affirmative vote of a majority Ministry of Economic Affairs of the votes held by the of the voting held by the dated January 23, 1998 with attending shareholders. At the attending shareholders. At the Ref. No. Shang-8720215, in time of a vote, for each time of a vote, for each the course of a shareholders proposal, the chairperson or a proposal, the chairperson or a meeting, a shareholder is person designated by the person designated by the entitled to proposing an extemporary motions. Such chairperson shall announce the chairperson shall announce the right is an inherent right of a total number of votes held by total number of votes held by shareholder and may not be the attending shareholders. the attending shareholders. restricted under the Articles of Incorporation of the Company

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Lexcel Partners Translation Draft May8,2020 Amended Article Current Article Explanation When the Company holds a shareholders meeting, it shall adopt electronic means and may adopt written means for exercise of voting rights; when voting right is exercised through electronic means or in writing,the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to the proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any When the Company holds a shareholders meeting, it shall include electronic means as one of the alternatives for exercise of voting rights,and the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any or Rules of Procedure for Shareholders Meeting set by the Company (including the restriction on seconding a motion). Paragraph 8 is therefore removed. 4. The order of the Paragraphs is adjusted.	Lexcel Partners Translation Draft May8,2020 Amended Article Current Article Explanation When the Company holds a shareholders meeting, it shall adopt electronic means and may adopt written means for exercise of voting rights; when voting right is exercised through electronic means or in writing,the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to the proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any When the Company holds a shareholders meeting, it shall include electronic means as one of the alternatives for exercise of voting rights,and the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any or Rules of Procedure for Shareholders Meeting set by the Company (including the restriction on seconding a motion). Paragraph 8 is therefore removed. 4. The order of the Paragraphs is adjusted.	Lexcel Partners Translation Draft May8,2020 Amended Article Current Article Explanation When the Company holds a shareholders meeting, it shall adopt electronic means and may adopt written means for exercise of voting rights; when voting right is exercised through electronic means or in writing,the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to the proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any When the Company holds a shareholders meeting, it shall include electronic means as one of the alternatives for exercise of voting rights,and the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any or Rules of Procedure for Shareholders Meeting set by the Company (including the restriction on seconding a motion). Paragraph 8 is therefore removed. 4. The order of the Paragraphs is adjusted.
Amended Article	Current Article	Explanation
When the Company holds a shareholders meeting, it shall adopt electronic means and	When the Company holds a shareholders meeting, it shall include electronic means as one	or Rules of Procedure for Shareholders Meeting set by the Company (including the restriction on seconding a motion). Paragraph 8 is therefore removed. 4. The order of the Paragraphs is adjusted.
may adopt written means for	of the alternatives for exercise
exercise of voting rights; when	of voting rights,and the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any
voting right is exercised
through electronic means or
in writing,the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to the proposals made at the meeting. A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served. After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting.For any

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	Lexcel Partners Translation Draft May8,2020 Current Article Explanation revocation beyond the deadline, the voting rights already exercised by electronic means shall prevail. Where the shareholder exercises the voting rights by adopting electronic means and appoints an agent by a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail. If no objection is raised by attending shareholders after solicitation and inquiries by the chairperson, and shareholders voting by electronic means do not raise any objection or waive his/her rights, the resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots. Except for the proposals listed on the agenda, other proposals by the shareholders or amendments or alternatives to original proposals shall be seconded by other shareholders. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the sequence thereof to be voted. In case of any proposal approved, the other proposals shall then be deemed rejected, and no further voting is required. Vote monitoring and counting personnel for the voting on a proposal or election shall be	Lexcel Partners Translation Draft May8,2020 Current Article Explanation revocation beyond the deadline, the voting rights already exercised by electronic means shall prevail. Where the shareholder exercises the voting rights by adopting electronic means and appoints an agent by a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail. If no objection is raised by attending shareholders after solicitation and inquiries by the chairperson, and shareholders voting by electronic means do not raise any objection or waive his/her rights, the resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots. Except for the proposals listed on the agenda, other proposals by the shareholders or amendments or alternatives to original proposals shall be seconded by other shareholders. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the sequence thereof to be voted. In case of any proposal approved, the other proposals shall then be deemed rejected, and no further voting is required. Vote monitoring and counting personnel for the voting on a proposal or election shall be
Amended Article	Current Article	Explanation
revocation beyond the deadline, the voting rights already exercised by electronic means shall prevail. Where the shareholder exercises the voting rights by adopting electronic means and appoints an agent by a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the sequence thereof to be voted. In case of any proposal approved, the other proposals shall then be deemed rejected, and no further voting is required. Vote monitoring and counting personnel for the voting on a proposal or election shall be	revocation beyond the deadline, the voting rights already exercised by electronic means shall prevail. Where the shareholder exercises the voting rights by adopting electronic means and appoints an agent by a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail. If no objection is raised by
	attending shareholders after
	solicitation and inquiries by the
	chairperson, and shareholders
	voting by electronic means do
	not raise any objection or waive
	his/her rights, the resolution
	shall be deemed adopted and
	shall have the same effect as if
	it was voted by casting ballots. Except for the proposals listed
	on the agenda, other proposals
	by the shareholders or
	amendments or alternatives to
	original proposals shall be
	seconded by other shareholders.
	When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the sequence thereof to be voted. In case of any proposal approved, the other proposals shall then be deemed rejected, and no further voting is required. Vote monitoring and counting personnel for the voting on a proposal or election shall be

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(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Lexcel Partners Translation Draft May 8, 2020

Amended Article Current Article Explanation appointed by the chairperson, appointed by the chairperson, provided that all monitoring provided that all monitoring personnel shall be shareholders personnel shall be shareholders of the Company. Vote of the Company. Vote counting shall be conducted in counting shall be conducted in public at the place of the public at the place of the shareholders meeting, and the shareholders meeting, and the results of the voting shall be results of the voting shall be announced on-site at the announced on-site at the meeting immediately after vote meeting immediately after vote counting has been completed, counting has been completed, including the statistical tallies of including the statistical tallies of the numbers of votes, and a the numbers of votes, and a record of the vote shall be made. record of the vote shall be made. Article 15 Article 15 1. Partial of the wordings of Paragraph 3 is amended in The meeting minutes shall be The meeting minutes shall be accordance with Article 15 of made for the matter resolved in made for the matter resolved in the "Template for XXX Co., the shareholders meeting, which the shareholders meeting, which Ltd.'s Rules of Procedure for shall be signed or stamped by shall be signed or stamped by Shareholders Meetings" issued the chairperson and shall be the chairperson and shall be by Taiwan Stock Exchange distributed to each shareholder distributed to each shareholder Corporation. within twenty (20) days after within twenty (20) days after 2. According to Article 10 of the meeting. the meeting. these Rules, the proposals shall be voted by poll on a The meeting minutes provided The meeting minutes provided proposal-by-proposal basis. in the preceding paragraph may in the preceding paragraph may Paragraph 4 is thus deleted be distributed by public be distributed by public accordingly. announcement on the MOPS. announcement on the MOPS.

The meeting minutes shall The meeting minutes shall accurately record the year, accurately record the year, month, day, and venue of the month, day, and venue of the meeting, the chairperson's full meeting, the chairperson's full name, the methods by which name, the methods by which resolutions were adopted, and resolutions were adopted, and the summary of the the summary of the deliberations and voting results deliberations and their results. (including statistical weight). The meeting minutes shall be Where there is any election of retained for the duration of the directors, the number of votes existence of the Company. for each candidate shall be disclosed. The meeting minutes shall be retained for the duration of the existence of the Company.

When the resolution is adopted

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	Lexcel Partners Translation Draft May8,2020 Current Article Explanation in the way that no objection is raised by shareholders after solicitation and inquiries by the chairperson, the meeting minutes shall record that"this resolution is adopted in the way that no objection is raised by attending shareholders after solicitation by the chairperson "; while there is any objection raised by the shareholder, the meeting minutes shall record that the resolution is adopted by casting ballots, with the number of voting rights of adoption and the proportion of voting rights. These Rules were enacted in the annual shareholders meeting on June 6, 2003. The first amendment was made in the annual shareholders meeting on June 11, 2004. The second amendment was made in the annual shareholders meeting on June 22, 2012. The third amendment was made in the annual shareholders meeting on June 20, 2014. The fourth amendment was made in the annual shareholders meeting on June 26, 2015. The fifth amendment was made in the annual shareholders meeting on June 14, 2019. New amendment is added.	Lexcel Partners Translation Draft May8,2020 Current Article Explanation in the way that no objection is raised by shareholders after solicitation and inquiries by the chairperson, the meeting minutes shall record that"this resolution is adopted in the way that no objection is raised by attending shareholders after solicitation by the chairperson "; while there is any objection raised by the shareholder, the meeting minutes shall record that the resolution is adopted by casting ballots, with the number of voting rights of adoption and the proportion of voting rights. These Rules were enacted in the annual shareholders meeting on June 6, 2003. The first amendment was made in the annual shareholders meeting on June 11, 2004. The second amendment was made in the annual shareholders meeting on June 22, 2012. The third amendment was made in the annual shareholders meeting on June 20, 2014. The fourth amendment was made in the annual shareholders meeting on June 26, 2015. The fifth amendment was made in the annual shareholders meeting on June 14, 2019. New amendment is added.
Amended Article	Current Article	Explanation
	in the way that no objection is
	raised by shareholders after
	solicitation and inquiries by the
	chairperson, the meeting
	minutes shall record that"this
	resolution is adopted in the way
	that no objection is raised by
	attending shareholders after
	solicitation by the chairperson
	"; while there is any objection
	raised by the shareholder, the
	meeting minutes shall record
	that the resolution is adopted by
	casting ballots, with the number
	of voting rights of adoption and
	the proportion of voting rights.
These Rules were enacted in the annual shareholders meeting on June 6, 2003. The first amendment was made in the annual shareholders meeting on June 11, 2004. The second amendment was made in the annual shareholders meeting on June 22, 2012. The third amendment was made in the annual shareholders meeting on June 20, 2014. The fourth amendment was made in the annual shareholders meeting on June 26, 2015. The fifth amendment was made in the annual shareholders meeting on June 14, 2019. The sixth amendment was	These Rules were enacted in the annual shareholders meeting on June 6, 2003. The first amendment was made in the annual shareholders meeting on June 11, 2004. The second amendment was made in the annual shareholders meeting on June 22, 2012. The third amendment was made in the annual shareholders meeting on June 20, 2014. The fourth amendment was made in the annual shareholders meeting on June 26, 2015. The fifth amendment was made in the annual shareholders meeting on June 14, 2019.	New amendment is added.
made in the annual
shareholders meeting on [ ]
[ ] , 2020.

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Lexcel Partners Translation Draft May 8, 2020

Proposal No.2 (Proposed by the board)

Proposal: Proposal for new share issuance through capitalization of earnings by the Company.

Explanation:

1. In order to fund the Company's working capital and strengthen operational capacity, it is proposed to increase capital by NTD484,170,990 by issuance of 48,417,099 new shares, with the par value of NTD10 per share.

2. With respect to the new shares to be issued, it is proposed to appropriate NTD484,170,990 out of the 2019 distributable earnings, for issuance of 48,417,099 new shares in accordance with Article 240 of the Company Act, with the par value of NTD10 each. The distribution of the new shares should be made to the shareholders with no consideration at the ratio of 17 new shares for every 1,000 shares held by shareholders, based on the total issued and outstanding shares of 2,848,064,596. A proposal will be made to have the shareholders meeting authorize the board of directors to make relevant adjustments if the total number of the issued and outstanding shares changes due to subsequent repurchase of the Company's shares, transfer, conversion and cancellation of treasury stocks or any other factors, thus results in the dividend rate change. Odd lots less than one share will be placed at its par value with specific parties as determined by the board of directors in accordance with Article 240 of the Company Act.

3. The rights and obligations on the new shares to be issued under this capital increase are the same as those of the existing common shares.

4. Record date for entitlement of shares: After this proposal is approved by the annual shareholders meeting and approved by the competent authority after report, the board of directors is authorized to determine the ex-right date for the distribution of shares. If relevant laws or regulations or the approval of the competent authority instruct change(s), the board of directors is authorized with full right to handle relevant matters of this case not resolved at the meeting.

Resolution:

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Lexcel Partners Translation Draft May 8, 2020

Proposal No.3 (Proposed by the board)

Proposal: Election of directors of the 7[th] term of the Company

Explanation:

1. The term of directors of this (6[th] ) term of the Company will expire on June 15, 2020 and the directors shall be re-elected according to laws.

2. According to Articles 18 and 18-1 of the Articles of Incorporation of the Company, the 7[th] term of the directors of Company to be elected shall include thirteen (13) seats (including four (4) seats of independent directors), for a term of 3 years from the date of election. A candidate nomination regime is adopted.

3. For this election of directors, the directors will be selected by the shareholders meeting among the candidates in the list of the director candidates. Director (including independent director) candidates had been reviewed and approved by the board of directors of the Company on March 23, 2020.

4. The list of the candidates for directors of the 7[th] term (including independent directors) is attached. (see Appendix).

Election result:

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Lexcel Partners Translation Draft May 8, 2020

Appendix

List of directors (including independent) candidates of IBF Financial Holdings Co., Ltd. (proposed by the board)

Title	Name	Education	Experience	Current Position	Holdings
Director	Ren Wang Co., Ltd. Representative: Chi-Lin Wea	Ph.D. (Economics), University of Paris M.A., Imperial College, University of London	Dean, Graduate Institute of International Business, National Taiwan University Secretary-General of the Cabinet, Executive Yuan Chairman, Land Bank of Taiwan Chairperson, Research, Development and Evaluation Commission, Executive Yuan Minister, Directorate-General of Personnel Administration, Executive Yuan Chairman, Taiwan Financial Asset Service Corporation Director, Chung-Hua Institution for Economic Research Director, Taiwan Stock Exchange Corporation Director,Mega Bills Finance Co.,Ltd.	Chairman, IBF Financial Holdings Co., Ltd. Chairman, International Bills Finance Corporation	55,840,826 shares
Director	Ren Wang Co., Ltd. Representative: Chin-Yuan Kung	National Taipei University of Technology	Chairman, Tung-Ling Co. Ltd. Director, Taiwan Business Bank, Ltd. Director, First Financial Holding Co., Ltd. Director, First Commercial Bank Co., Ltd.	Director, IBF Financial Holdings Co., Ltd. Legal representative, Shanghai Lidu Real Estate Development Co., Ltd	55,840,826 shares
Director	Ren Wang Co., Ltd. Representative: Steven Hung	Bachelor of Law, National Taiwan University	Chairman, IBF Financial Holdings Co., Ltd. Chairman, International Bills Finance Corporation Chairman, Taiwan Asset Management Corporation Independent Director, China Steel Corporation Director, Taiwan External Trade Development Council Director, China Airlines Ltd. Chairman, Taiwan Financial Asset Service Corporation	Chairman, IBF Securities Co., Ltd. Director, IBF Financial Holdings Co., Ltd.	55,840,826 shares
Director	Ren Wang Co., Ltd. Representative: Cheng-Lin Chen	Vanung University	Chairman, Pauguo Realestate Management Co., Ltd. Chief Strategy Officer, He-Zhu Investment Co., Ltd	Director, IBF Financial Holdings Co., Ltd. Chairman, Pauguo Realestate Management Co.,Ltd.	55,840,826 shares

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				Lexcel Partners Translation Draft May8,2020 Current Position Holdings Customer Service Manager, Business Marketing, China Television Company 55,840,826 shares - 85,984,243 shares - 50,465,092 shares - 205,038 shares Director, IBF Financial Holdings Co., Ltd. Director, International Bills Finance Corporation Vice President, IBF Financial Holdings Co., Ltd. 1,419,238 shares Independent Director, IBF Financial Holdings Co., Ltd. Emeritus Professor, National Taiwan University Responsible person, Cheng-Chi Movie Production Company - Director, TIGERAIR TAIWAN CO., LTD. Independent Director, AMIDA Technology, Inc. Executive Director, PRJ Partners CO., LTD. -	Lexcel Partners Translation Draft May8,2020 Current Position Holdings Customer Service Manager, Business Marketing, China Television Company 55,840,826 shares - 85,984,243 shares - 50,465,092 shares - 205,038 shares Director, IBF Financial Holdings Co., Ltd. Director, International Bills Finance Corporation Vice President, IBF Financial Holdings Co., Ltd. 1,419,238 shares Independent Director, IBF Financial Holdings Co., Ltd. Emeritus Professor, National Taiwan University Responsible person, Cheng-Chi Movie Production Company - Director, TIGERAIR TAIWAN CO., LTD. Independent Director, AMIDA Technology, Inc. Executive Director, PRJ Partners CO., LTD. -
Title	Name	Education	Experience	Current Position	Holdings
Director	Ren Wang Co., Ltd. Representative: Cheng-Fong Shih	M.A. (Hospitality Management), Johnson & Wales University, USA	Account Manager, TTV Cultural Enterprise Co., Ltd. Best Western Hotel Tria, Boston Front office Agent	Customer Service Manager, Business Marketing, China Television Company	55,840,826 shares
Director	First Commercial Bank,Ltd	-	-	-	85,984,243 shares
Director	Taiwan Cooperative Bank	-	-	-	50,465,092 shares
Director	Hua Kang International Asset Management Co., Ltd.	-	-	-	205,038 shares
Director	Michael Chen	M.Sc., the London School of Economics and Political Science	Executive Director, Bowa Commercial Bank Ltd. Director, IBF Securities Co., Ltd.	Director, IBF Financial Holdings Co., Ltd. Director, International Bills Finance Corporation Vice President, IBF Financial Holdings Co., Ltd.	1,419,238 shares
Independent director	Ching-Sung Wu	MBA, University of California, Los Angeles (UCLA)	Chair and Professor, Department of International Business, National Taiwan University Dean and Professor, College of Business, Chinese Culture University Visiting professor, Tsinghua University School of Economics and Management Visiting Scholar, Harvard Kennedy School Supervisor, Vanguard International Semiconductor Corporation Independent director, Medigen Biotechnology Corp. Director, Fuh Hwa Financial Holding Co., Ltd. Executive Director, Overseas Chinese Commercial Banking Corporation Director, Taigen Biotechnology Co., Ltd.	Independent Director, IBF Financial Holdings Co., Ltd. Emeritus Professor, National Taiwan University Responsible person, Cheng-Chi Movie Production Company	-
Independent director	Shihchen Joseph Jao	MBA, University of Missouri-Columbia B.A.(Public Finance), College of Law and Business, National Chung-Hsin University (currently National Taipei University)	Chairman, Taishin Securities Investment Trust Company Limited General Manager, Taishin Financial Holding Co., Ltd. EVP of East West Bank and Head of International also President of Shanghai subsidiary bank General Manager, Cathay Securities Corporation Director, Cathay United Bank CEO, Corporate Finance, Cathay United Bank	Director, TIGERAIR TAIWAN CO., LTD. Independent Director, AMIDA Technology, Inc. Executive Director, PRJ Partners CO., LTD.	-

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				Lexcel Partners Translation Draft May8,2020 Current Position Holdings Senior Consultant, ZUII CO., LTD. Chairperson, Female Leadership Committee, Taiwan Listed Companies Association Board Committee Member, ACAMS Taiwan Chapter - Independent Director, AGV PRODUCTS CORP. Independent Director, JANFUSUN FANCYWORLD CORP. Independent Director, South China Insurance Co., Ltd.* -	Lexcel Partners Translation Draft May8,2020 Current Position Holdings Senior Consultant, ZUII CO., LTD. Chairperson, Female Leadership Committee, Taiwan Listed Companies Association Board Committee Member, ACAMS Taiwan Chapter - Independent Director, AGV PRODUCTS CORP. Independent Director, JANFUSUN FANCYWORLD CORP. Independent Director, South China Insurance Co., Ltd.* -
Title	Name	Education	Experience	Current Position	Holdings
			CEO, Individual Finance, Cathay United Bank
Independent director	Chen Shu Chuan	Master of Business Administration in International Finance, National Taipei University	Senior Consultant, ZUII CO., LTD. General Manager and Managing Director, Taipei Branch, The Bank of New York Mellon Vice President, Taipei Branch, The Bank of New York Mellon Chief representative and responsible person in Taiwan, Taipei office, COMMERZBANK AKTIENGESELLSCHAFT	Senior Consultant, ZUII CO., LTD. Chairperson, Female Leadership Committee, Taiwan Listed Companies Association Board Committee Member, ACAMS Taiwan Chapter	-
Independent director	Wei-Lung Chen	EMBA, College of Management, National Taiwan University	Director, TAIFEX Chairman, SinoPac Securities Corporation Chairman, SinoPac SITC General Manager, Securities and Futures Institute Director, Chang Hwa Commercial Bank, Ltd. Deputy Director, Securities and Futures Bureau, Financial Supervisory Commission Insurance Deputy Director, Bureau, Financial Supervisory Commission Secretary-general, Securities and Futures Bureau Insurance Deputy Director, Bureau, Financial Supervisory Commission Senior Specialist, Legal Affairs Committee, Executive Yuan	Independent Director, AGV PRODUCTS CORP. Independent Director, JANFUSUN FANCYWORLD CORP. Independent Director, South China Insurance Co., Ltd.*	-

*If independent director candidate Mr. Wei-Lung Chen is elected, he will resign from the independent director of South China Insurance Co., Ltd.

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Lexcel Partners Translation Draft May 8, 2020

Proposal No.4 (Proposed by the board)

Proposal: Release of non-competition restrictions to directors of the 7th term of the Company.

Explanation:

1. In accordance with Paragraph 1, Article 209 of the Company Act, "a director who act for him/herself or on behalf of another person that is within the scope of the company's business shall explain the important contents of the act to the shareholders meeting and obtain the permission from the shareholders meeting".

2. For the need of business operation or investment business, it is proposed to release non-competition restrictions to directors of the 7th term of the Company. Please refer to the relevant details as attached.

Resolution:

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Lexcel Partners Translation Draft May 8, 2020

(Note: This English translation is provided for reference only and might not exactly reflect the true meaning or full text of the original language.)

Appendix

Consolidation for release of non-competition restrictions to the directors

Directors	Release of non-competition restrictions	Release of non-competition restrictions
	Concurrentlyserve for	Positions
Taiwan Cooperative Bank	United Taiwan Bank Taipei Forex Inc. Taiwan Futures Exchange Taiwan Asset Management Corporation Taiwan Financial Asset Service Corporation Financial Information Service Co., Ltd. Financial Esolution Co., Ltd. Lan An Co., Ltd. United Real Estate Management Co., Ltd. Taiwan Mobile Payment Co,. Ltd Taiwan Urban Regeneration& Financial Services Co. Ltd.	Director Director Director Director Director Director Director Director Director Director Director
Taiwan Cooperative Bank, Ltd. Representative: Teng- Shan Tai	Taiwan Cooperative Bank United Taiwan Bank Taiwan Asset Management Corporation	Vice President Chairman Director
First Commercial Bank Co., Ltd.	FCB Leasing Co., Ltd. First Commercial Bank (USA) East Asia Real Estate Management Co., Ltd. Lan An Co., Ltd. CDIB & Partners Investment Holding Corporation Taiwan Financial Asset Service Corporation Taiwan Mobile Payment Co,. Ltd Taipei Financial Center Corp. Taiwan Urban Regeneration& Financial Services Co. Ltd.	Chairperson, Director Chairperson, Director Director Director Director Director Director Director Director
Ren Wang Co., Ltd. Representative: Chi- Lin Wea	Chi-Ding Venture Capital Hua-Ding Venture Capital Yuan-Ding Venture Capital Ho-Ding Venture Capital Fu-DingVenture Capital	Chairperson Chairperson Chairperson Director Director
Ren Wang Co., Ltd. Representative: Cheng-Lin,Chen	Pauguo Realestate Management Co., Ltd.	Chairperson

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Lexcel Partners Translation Draft

Appendix

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Lexcel Partners Translation Draft

1. Business report for the fiscal year of 2019

IBF Financial Holdings Co., Ltd. Year 2019 Business Report

The Company is a financial holding company. As of the end of 2019, the Company has directly invested in three (3) subsidiaries, including International Bills Finance Corporation with the investment amount of NTD15,690,000,000 for a 100% shareholding, IBF Securities Co., Ltd. with the investment amount of NTD4,501,820,000 for a 58.09% shareholding, and IBF Venture Capital Co., Ltd. with the investment amount of NTD1,540,000,000 for a 100% shareholding. In 2019, the Company's net profits amount to NTD2,886,530,000, with net profits after tax of NTD2,629,830,000, and the after-tax earnings per shares (i.e. EPS ) of NT$0.92. On a consolidated basis, the consolidated net profits of the Company and its subsidiaries refer to NTD3,008,250,000. Please see below the business overview and achievement of each subsidiary:

1. IBF Financial Holdings Co., Ltd.

• (1) Short-term bills trading business: Trading of all categories of short-term bills amounts to NTD6,398,238,070,000 in 2019, by a decrease of NT$606,688,910,000 at 8.66% against the amount of NTD7,004,926,990,000 for the last fiscal year.

• (2) Bonds trading business: Trading of all categories of bonds amounts to NTD 3,327,745,120,000 in 2019, by a decrease of NT$129,601,220,000 at 3.75% against the amount of NTD3,457,346,340,000 for the last fiscal year.

• (3) Financial commercial papers underwriting and authentication business: Underwriting and authentication of financial commercial papers amount to NTD1,798,717,100,000 in 2019, by a decrease of NTD147,629,000,000 at 7.58% against the amount of NTD1,946,346,100,000 for the last fiscal year.

• (4) Commercial papers guarantee business: Guarantee of commercial papers amounts to NTD917,775,100,000 in 2019, by an increase of NTD22,734,000,000 at 2.54% against the amount of NTD895,041,100,000 for the last fiscal year.

• (5) Commercial drafts acceptance business: No commercial drafts acceptance business was engaged in 2019, against NTD6,120,000 for the last fiscal year.

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Lexcel Partners Translation Draft

• (6) Business for initial purchase of traded instruments: Business for initial purchase of traded instruments amounts to NTD235,700,000 in 2019, by a decrease of NTD27,170,000 at 10.34% against NTD 262,870,000 for the last fiscal year.

• (7) Business for initial purchase of negotiable certificates of bank deposit: Business for initial purchase of negotiable certificates of bank deposit amounts to NT$310,725,000,000 in 2019, by a decrease of NT$142,392,000,000 at 31.42% against NTD453,117,000,000 for the last fiscal year.

• (8) Business for initial purchase of treasury bills: Business for initial purchase of treasury bills amounts to NTD2,500,000,000 in 2019, by an increase of NTD2,200,000,000 at 733.33% against NTD300,000,000 for the last fiscal year.

• (9) Business for purchase of convertible bonds in primary market: Business for purchase of convertible bonds in primary market amounts to NTD376,770,000 in 2019, by a decrease of NTD382,040,000 at 50.35% against NTD758,810,000 for the last fiscal year.

• (10) Convertible bond asset swap business: Convertible bond asset swap business amounts to NTD 8,000,000 in 2019, by a decrease of NTD761,300,000 at 98.96% against NTD769,300,000 for the last fiscal year.

• (11) Interest rate swap business: The nominal principals for interest rate swap amounts to NTD300,000,000 in 2019, by a decrease of NT$57,600,000,000 at 99.48% against NTD57,900,000,000 for the last fiscal year.

• (12) Stock index futures business: The notional principal amount of stock index futures amounts to NTD212,220,000 in 2019, by an increase of NTD154,660,000 at 268.69% against NTD 57,560,000 for the last fiscal year.

• (13) Business achievement: For 2019, the net profits amounts to NTD3,623,230,000, the net profits before tax to NTD2,700,160,000 and net profits after tax to NTD2,221,610,000, by an increase of NTD326,440,000 against the net profits after tax of NTD1,895,170,000 for the last fiscal year.

• IBF Securities Co., Ltd.

• (1) Brokerage for trades in securities: Commission income for brokerage of securities trading

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Lexcel Partners Translation Draft

amounts to NTD1,122,050,000 in 2019, by a decrease of NTD115,390,000 at 9.32% against NTD1,237,440,000 for the last fiscal year.

• (2) Futures introducing broker business: Commission income of futures introducing broker business amounts to NTD47,230,000 in 2019, by a decrease of NTD15,150,000 at 24.29% against NTD62,380,000 for the last fiscal year.

• (3) Securities margin trading and financing business: Interest income from securities margin and financing business amounts to NTD441,720,000 in 2019, by a decrease of NTD78,580,000 at 15.10% against NTD520,300,000 for the last fiscal year; interest expense from securities financing business amounts to NTD4,980,000 in 2019, by a decrease of NTD270,000 at 5.14% against NTD5,250,000 for the last fiscal year.

• (4) Underwriting business: Income from underwriting business amounts to NTD33,030,000 in 2019, by a decrease of NTD4,100,000 at 11.04% against NTD37,130,000 for the last fiscal year.

• (5) Securities (proprietary) trading business: Net profits from sales of securities for business amounts to NTD577,970,000 in 2019, by an increase of NTD858,440,000 at 306.07% against the net loss of NTD280,470,000 for the last fiscal year.

• (6) Bonds repurchase/reverse repurchase agreement business: Interest income from bonds reverse repurchase agreement business amounts to NTD270,000 in 2019, by an increase of NTD240,000 at 800.00% against NTD30,000 for the last fiscal year; interest expenses from bonds repurchase agreement business amounts to NTD101,920,000 in 2019, by an increase of NTD42,920,000 at 72.75% against NTD59,000,000 for the last fiscal year.

• (7) Stock agent business: Income from serving as stock agent amounts to NTD18,290,000 in 2019, by an increase of NTD360,000 at 2.01% against NTD17,930,000 for the last fiscal year.

• (8) Business achievement: In 2019, the gross income amounts to NTD2,968,200,000, net profits before tax to NTD995,020,000 and net profits after tax to NTD909,930,000, by an increase of net profits after tax of NTD585,330,000 against NTD324,600,000 for the last fiscal year.

• IBF Venture Capital Co., Ltd.

As of the end of 2019, the net investment on securities amounts to NTD2,324,730,000 (including long-term equity investment of NTD1,119,450,000 by adopting equity method). In 2019, the

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Lexcel Partners Translation Draft

gross income amounts to NTD201,870,000, net profits before tax to NTD128,320,000 and net profits after tax to NTD128,320,000, by an increase of the net profits after tax of NTD30,500,000 against NTD97,820,000 for the last fiscal year.

Chairperson: Chi-Lin Wea

President: Yu-Chia Ting

Chief Accountant: Hsin-Hung Lin

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Lexcel Partners Translation Draft

2. Audit Committee's review report for the year of 2019

IBF Financial Holdings Co., Ltd. Audit Committee's Review Report

To

2020 Annual Shareholders Meeting

The board of directors of the Company has prepared the business report, consolidated financial statements and profits distribution proposal for the year of 2019, among which the consolidated financial statements have been audited and certified by the certified public accountants, Shu-Mei Chi and Wei-Chi Lin of PricewaterhouseCoopers, Taiwan. The above business reports, consolidated financial statements and the profits distribution proposal have been reviewed and audited by this Audit Committee and considered no incompliance, and are thus agreed to by all members of this Audit Committee. The report is thus hereby prepared and presented above in accordance with Article 144 of the Securities and Exchange Act and Article 219 of the Company Act.

IBF Financial Holdings Co., Ltd Audit Committee Convenor March 23, 2020

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Communications between the independent directors and internal auditing officers

Date	Method	Key points	Outcome
March 25, 2019	Audit Committee	1. Amendment to the audit plan for the year of 2019 in accordance with the letter from the FSC. 2. Audit report for the second half of 2018.	Passed as proposed Noted
May 22, 2019	Audit conference	1. Audit operation enhanced by the audit office in the recent 2 years. 2. Communications of the internal audit related issues.	Noted
August 19, 2019	Audit Committee	Audit report for the first half of 2019.	Noted
November 14, 2019	Audit Committee	Audit plan for the year of 2020.	Noted

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3. Certified public accountants' audited report and various financial statements for the year of 2019

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR19000443

To the Board of Directors and Shareholders of IBF Financial Holdings Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of IBF Financial Holdings Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, 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 Publicly Held Bills Finance Companies”, “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

For the year ended December 31, 2019, we conducted our audit in accordance with the“Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants”,Jin-Guan-Yin-Fa-Zi No. 10802731571 and generally accepted auditing standards in the Republic of China (“ROC GAAS”); for the year ended December 31, 2018, we conducted our audit in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements of Financial Institutions by Certified Public Accountants” and ROC GAAS. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not

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provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Provision for guarantee obligation of financial guarantee contracts

Description

For the accounting policy for provision for guarantee obligation of financial guarantee contracts, please refer to Note 4(14) of the financial statements; for critical accounting judgements, estimates and key sources of assumption uncertainty, please refer to Note 5(2); as of December 31, 2019, provision for guarantee obligation was NT $1,373,676 thousand; for disclosure of the financial statement line item, please refer to Note 6(17) of the financial statements.

The subsidiary, International Bills Finance Corporation’s provision for guarantee obligation of financial guarantee contracts is based on the measurement of expected credit losses (“ECLs”) under International Financial Reporting Standards 9 (“IFRS 9”), ‘Financial instruments’. The Company also sets out related policy and adopts modelling to ensure that the provision is recognised in a proper manner. Modelling and parameter assumptions are adopted with reference to actual loss rate in the past years and yearly macro-economic projections in terms of business cycle released by government agencies. If the credit risk of debtors has not been significantly increased since initial recognition, 12-month ECLs is recognised. If the credit risk of debtors has been significantly increased since initial recognition, lifetime ECLs is recognised after taking into consideration factors such as any adverse changes resulting from debtors’ repayment history, industry information related to overdue payment and the collateral’s value.

In addition, in accordance with “Regulations Governing the Procedures for Bills Finance Companies to Evaluate Assets, Set Aside Loss Reserves, and Handle Non-Performing Credit, Non-Accrual Loans, and Bad Debt” and related regulations, after off-balance-sheet credit assets are classified according to the status of their loan collaterals and length of time in arrears, provision for guarantee obligation is determined based on amount of each classification and their respective fixed rates, to provide guarantee obligation at a sufficient and appropriate amount.

Since the measurement of guarantee obligation of financial guarantee contracts involves subjective judgment and numerous assumptions and estimates, we have included provision for guarantee obligation of financial guarantee contracts as one of the key audit matters in our audit.

How our audit addressed the matter

Procedures we conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:

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1. Understood and assessed the reasonableness of the policies, internal control, and modelling and processing procedures related to the provisioning of guarantee obligation.

2. Assessed whether the indicators scaling the significant increase of credit risk are reasonable; selected samples and reviewed to confirm that the classification and calculation are both accurate.

3. Assessed whether the modelling and parameter assumptions are justifiable, for instance, to evaluate the historical loss figures and forward-looking economic factors are properly adopted, and updated on a regular basis.

4. Tested a selection of appraisal reports on debtors’ collateral to assess whether the point in time of estimated future cash flows and assumptions are reasonable and whether the calculation is accurate.

5. Sampled and tested information on debtors’ time in arrears and status of collaterals for financial guarantee contracts, and confirmed the completeness of the reports and the appropriateness of the logic for classifications; sampled and tested the appropriateness of provisions that were calculated according to classifications and respective fixed rates as stipulated under “Regulations Governing the Procedures for Bills Finance Companies to Evaluate Assets, Set Aside Loss Reserves, and Handle Non-Performing Credit, Non-Accrual Loans, and Bad Debt”.

Fair value measurement of unlisted stocks without active market

Description

For the accounting policy for unlisted stocks without active market (shown as ‘financial assets at fair value through profit or loss’ and ‘financial assets at fair value through other comprehensive income’), please refer to Note 4(6) and (8) of the financial statements; for critical accounting judgements, estimates and assumption uncertainty, please refer to Note 5(2) of December 31, 2019, the unlisted stocks without active market held by the Group were as NT $3,238,247 thousand and were shown as ‘financial assets at fair value through profit or loss’ and ‘financial assets at fair value through other comprehensive income’ (Level 3 fair value); for disclosure of the financial statement line item, please refer to Note 6(3) and (5) of the financial statements.

Due to the lack of an active market, the fair value of the unlisted stocks held by the group was determined using valuation method. Management measured the fair value by using comparable listed companies in market approach or net assets value approach. The main assumption of market approach is the latest published price to book ratio of comparable listed companies in similar industries, which the calculation is based upon, and discounts on market liquidity or risk particularity. Main assumption of net assets value approach is to assess the total value of individual assets and liabilities to reflect the value as a whole.

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Abovementioned estimation of fair value involves various assumptions and material unobservable inputs which has high uncertainty and relies on the subjective judgment of management. Any changes in judgements and estimates may affect the ultimate result of accounting estimates and have an impact on the financial statements of the Group. Thus, we have included the fair value measurement of unlisted stocks without active market as one of the key audit matters in our audit.

How our audit addressed the matter

Procedures we conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:

1. Sampled to understand and assess the reasonableness of the policies, internal control, and models for fair value measurement and approval procedures related to the fair value measurement of unlisted stock.

2. Sampled to assess whether the management adopts valuation techniques widely adopted in the industry.

3. Sampled to assess whether the management adopts reasonable parameters from comparable companies.

4. Sampled to examine the inputs and formula in valuation models and to agree supporting documentation with reference information.

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 Publicly Held Bills Finance Companies”, “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s 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 auditor’s 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 ROC GAAS 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

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consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. 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.

2. 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 Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. 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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

5. 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.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.

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Chi, Shu-Mei

Lin, Wei-Chi

For and on behalf of PricewaterhouseCoopers, Taiwan March 23, 2020

----------------------------------------------------------------------------------------------------------------------------- -------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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IBF FINANCIAL HOLDINGS CO., Ltd. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

				December31,2019		December31,2018
	ASSETS	Notes		AMOUNT		AMOUNT
	Assets
11000	Cash and cash equivalents	6(1) and 7	$	1,964,922	$	2,812,812
11500	Due from the Central Bank and call	6(2)
	loans to banks			61		2,036,564
12000	Financial assets at fair value through	6(3), 7 and 8
	profit or loss			111,163,954		127,365,213
12150	Financial assets at fair value through	6(5) and 8
	other comprehensive income			128,604,415		110,585,462
12500	Investments in bills and bonds under	6(4) and 7
	resell agreements			1,535,555		1,029,580
13000	Receivables – net	6(6)(17) and 7		22,931,554		21,516,822
13200	Current income tax assets			-		54
15000	Equity investments accounted for	6(9)
	using equity method – net			1,797,550		1,691,762
15500	Other financial assets – net	6(10), 7 and 8		13,194,164		7,707,662
18500	Property and equipment – net	6(11) and 8		3,019,229		1,827,765
18600	Right-of-use assets	6(12)		188,163		-
19000	Intangible assets – net	6(13)		215,190		224,925
19300	Deferred income tax assets	6(21)		125,307		94,294
19500	Other assets – net	6(14), 7 and 8		1,736,732		1,093,008
19999	Total Assets		$	286,476,796	$	277,985,923

(Continued)

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IBF FINANCIAL HOLDINGS CO., Ltd. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

LIABILITIES AND EQUITY	Notes 6(2) and 7 6(3) 6(4) and 7 6(15) and 7 6(16) and 7 6(19) 6(17) 6(20) 6(18) 6(21) 6(22) 6(23) 6(24) 6(25)	December31,2019 December31,2018 AMOUNT AMOUNT $ 19,890,139 $ 28,718,410 1,045,401 1,085,929 192,391,060 183,195,381 13,224,046 11,924,017 10,575,558 11,133,576 276,706 255,859 286,257 171,937 1,373,676 1,284,508 6,561 6,122 6,116,318 3,422,476 185,710 - 396,824 40,587 879,779 626,355 246,648,035 241,865,157 28,480,646 28,198,659 153,610 122,240 1,814,982 1,640,034 234,587 234,587 2,596,632 1,749,485 2,407,655 649,091 - ( 158,123 ) 4,140,649 3,684,793 39,828,761 36,120,766 $ 286,476,796 $ 277,985,923
Liabilities 21500 Due to the Central Bank and banks 22000 Financial liabilities at fair value through profit or loss 22500 Bills and bonds payable under repurchase agreements 22600 Commercial paper payable – net 23000 Payables 23200 Current income tax liabilities Provisions 24620 Employee benefits provision 24630 Provision for guarantee obligation 24690 Other provision 25500 Other financial liabilities 26000 Lease liabilities 29300 Deferred income tax liabilities 29697 Other liabilities 29999 Total Liabilities Equity attributable to owners of parent 31100 Share capital 31101 Common stock 31500 Capital surplus 31500 Share premium Retained earnings 32001 Legal reserve 32003 Special reserve 32011 Undistributed earnings Other equity 32500 Other equity interest 32600 Treasury shares 39500 Non-controlling interests 39999 Total Equities TOTAL LIABILITIES AND EQUITY

The accompanying notes are an integral part of these consolidated financial statements.

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IBF FINANCIAL HOLDINGS CO., Ltd. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars,)

Items	Notes 6(26) and 7 6(26) and 7 6(27) and 7 6(3)(28) and 7 6(5)(29) 6(30) 6(9) 6(32) 7 6(17)(31) 6(33) 6(34) 6(35) 6(21) 6(5) 6(9) 6(21) 6(5) 6(9) 6(21) 6(36)	YearendedD
41000 Interest income 51000 Less: Interest expense Net interest income Net non-interest income 49800 Service fee and commission income - net 49820 Gains or losses financial assets and financial liabilities at fair value through profit or loss 49835 Realized gain (loss) on financial assets at fair value through other comperhensive income 49870 Foreign exchange gains (losses) 49880 Asset impairment losses 49890 Share of profit or loss of associates and joint ventures accounted for using equity method 49900 Other non-interest income 49951 Rental income Net profit 58100 Bad debt expenses, commitment and guarantee provision Operating Expense 58501 Employee benefit expense 58503 Depreciation and amortization 58599 Other business and administrative expenses 61000 Consolidated income from continuing operations before income tax 61003 Income tax expense 69000 Consolidated net income Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 69561 Remesurement of defined benefit plans 69567 Gain on valuation of investments in equity instruments measured at fair value through other comprehensive income 69563 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 69569 Income tax relating to items that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 69571 Exchange differences on translation of foreign financial statements 69585 Gains (losses) from investments in debt instruments measured at fair value through other comprehensive income 69575 Share of other comprehensive income of associates and joint ventures accounted for using equity method , components of other comprehensive income that will be reclassified to profit or loss 69579 Income tax relating to components of other comprehensive income that will be reclassified to profit or loss 69500 Other comprehensive income (net of tax) 69700 Total comprehensive income Net income attributed to: 69901 Stockholder of the Company 69903 Non-controlling interests Comprehensive income attributed to: 69951 Stockholder of the Company 69953 Non-controlling interests Earnings Per Share Basic and diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements.

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IBF FINANCIAL HOLDINGS CO., Ltd. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31,2018 Balance at January 1, 2018 Effect of retrospective application and retrospective restatement Balance at 1 January after retrospective application Appropriation of 2017 earnings Legal reserve Cash dividends Stock dividends Net income for 2017 Other comprehensive income for 2018 Total comprehensive income Changes in non-controlling interests Disposal of investments in equity instruments measured at fair value through other comprehensive income Balance at December 31, 2018 For the year ended December 31,2019 Balance at January 1, 2019 Appropriation of 2018 earnings Legal reserve Cash dividends Stock dividends Net income for 2019 Other comprehensive income for 2019 Total comprehensive income Share-based payments Changes in non-controlling interests Dispoal of investments in equity instruments measured at fair value through other comprehensive income by equity investments accounted for using equity method Balance at December 31, 2019				Equityattributableto	Equityattributableto	owners of the parent				Total	Non-controlling interests	Total equity
	Common stock $ 27,866,659 - 27,866,659 - - 332,000 - - - - - $ 28,198,659 $ 28,198,659 - - 281,987 - - - - - - $ 28,480,646	Capital surplus		RetainedEarnings	Unappropriated earnings	O	therequityinterest	Unrealized gains or losses on financial assets at fair value through other comprehensive income	Treasuryshares
			Legal reserve	Special reserve $ 234,587 - 234,587 - - - - - - - - $ 234,587 $ 234,587 - - - - - - - - - $ 234,587		Translation gain and loss on the financial statements of foreign operating entities ($ 69,288 ) - ( 69,288 ) - - - - ( 10,998 ) ( 10,998 ) - - ($ 80,286 ) ($ 80,286 ) - - - - ( 48,315 ) ( 48,315 ) - - - ($ 128,601 )	Unrealized gains or losses on available-for-sale financial assets
		$ 122,240 - 122,240 - - - - - - - - $ 122,240 $ 122,240 - - - - - - 31,370 - - $ 153,610	$ 1,403,011 - 1,403,011 237,023 - - - - - - - $ 1,640,034 $ 1,640,034 174,948 - - - - - - - - $ 1,814,982		$ 2,370,231 ( 272,998 ) 2,097,233 ( 237,023 ) ( 1,798,332 ) ( 332,000 ) 2,021,559 4,753 2,026,312 - ( 6,705 ) $ 1,749,485 $ 1,749,485 ( 174,948 ) ( 1,268,939 ) ( 281,987 ) 2,629,834 ( 60,122 ) 2,569,712 - - 3,309 $ 2,596,632		$ 539,105 ( 539,105 ) - - - - - - - - - $ - $ - - - - - - - - - - $ -	$ - 1,223,025 1,223,025 - - - - ( 500,353 ) ( 500,353 ) - 6,705 $ 729,377 $ 729,377 - - - - 1,810,188 1,810,188 - - ( 3,309 ) $ 2,536,256	($ 158,123 ) - ( 158,123 ) - - - - - - - - ($ 158,123 ) ($ 158,123 ) - - - - - - 158,123 - - $ -	$ 32,308,422 410,922 32,719,344 - ( 1,798,332 ) - 2,021,559 ( 506,598 ) 1,514,961 - - $ 32,435,973 $ 32,435,973 - ( 1,268,939 ) - 2,629,834 1,701,751 4,331,585 189,493 - - $ 35,688,112	$ 3,620,153 67,229 3,687,382 - - - 131,856 7,257 139,113 ( 141,702 ) - $ 3,684,793 $ 3,684,793 - - - 378,416 63,474 441,890 10,455 3,511 - $ 4,140,649	$ 35,928,575 478,151 36,406,726 - ( 1,798,332 ) - 2,153,415 ( 499,341 ) 1,654,074 ( 141,702 ) - $ 36,120,766 $ 36,120,766 - ( 1,268,939 ) - 3,008,250 1,765,225 4,773,475 199,948 3,511 - $ 39,828,761

The accompanying notes are an integral part of these consolidated financial statements.

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IBF FINANCIAL HOLDINGS CO., Ltd. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

					Years ended December 31
				2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax			$		3,571,292 $		2,642,439
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortization					205,127		92,376
Bad debt expenses, commitment and guarantee provision					249,144		1,392
Interest expense					1,795,579		1,229,985
Interest income		(			3,591,503 ) (		3,034,931 )
Dividend income		(			230,849 ) (		22,944 )
Share-based payments					42,222		-
Share of profit or loss of associates and joint ventures accounted for
using equity method		(			87,775 ) (		97,788 )
(Gain) loss on disposal of property and equipment		(			42,125 )		537
Gain from disposal of second-tier subsidiaries		(			52,382 )		-
Asset impairment losses					4,299		11,517
Impairment loss from equity investment accounted for using equity
method					10,453		-
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss					16,201,259		1,749,464
Financial assets at fair value through other comprehensive income		(			15,740,543 ) (		4,290,426 )
Investments in bill and bonds under resell agreements		(			505,975 ) (		904,672 )
Receivables		(			1,539,053 ) (		94,303 )
Other financial assets		(			422,824 ) (		2,936,112 )
Other assets		(			552,495 )		2,046
Changes in operating liabilities
Financial liabilities at fair value through profit or loss		(			40,528 )		745,348
Bills and bonds payable under repurchase agreements					9,195,679		12,613,903
Payables		(			592,551 )		1,450,281
Employee benefits provision		(			6,901 ) (		4,872 )
Other provisions					835 (		792 )
Other financial liabilities					2,693,842		1,708,647
Other liabilities					253,563 (		220,685 )
Cash inflow generated from operations					10,817,790		10,640,410
Interest received					3,553,382		3,210,652
Dividend income					231,136		113,263
cash dividends received from investments accounted for using equity
method					65,344		70,961
Interest paid		(			1,720,032 ) (		1,266,222 )
Income tax paid (refunded)		(			545,057 )		150,598
Net cash flows from operating activities					12,402,563		12,919,662
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in prepayments for investments		(			4,900,000 )		-
Cash effect due to reduction in consolidated entities		(			343,840 )		-
Proceeds from disposal of second-tier subsidiaries					370,542		-
Acquisition of property and equipment		(			1,388,139 ) (		41,665 )
Proceeds from disposal of property and equipment					165,551		543
Decrease in operating guarantee deposits					80,000		-
Increase in clearing and settlement fun		(			5,925 ) (		545 )
Increase in refundable deposits		(			249,269 ) (		28,207 )
Acquisition of intangible Assets		(			13,354 ) (		19,401 )
Increase in deferred debits		(			2,650 ) (		1,708 )
increase in certificates of deposit pledged		(			163,678 ) (		272,700 )
Net cash flows used in investing activities		(			6,450,762 ) (		363,683 )
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in due to the Central Bank and banks		(			8,828,271 ) (		9,027,279 )
Increase in commercial paper payable					1,272,765		692,664
Payments of principle of lease liabilities		(			115,222 )		-
Cash dividends		(			1,268,939 ) (		1,798,332 )
Purchase of treasury stocks by employees					157,726		-
Changes in non-controlling equity					3,511 (		141,702 )
Net cash flows used in financing activities		(			8,778,430 ) (		10,274,649 )
	(Continued)

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IBF FINANCIAL HOLDINGS CO., Ltd. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

				Years ended December 31
			2019		2018
Foreign exchange adjustments	(	$		57,764 ) ( $		2,279 )
Net (decrease) increase in cash and cash equivalents	(			2,884,393 )		2,279,051
Cash and cash equivalents at beginning of year				4,849,376		2,570,325
Cash and cash equivalents at end of year		$		1,964,983 $		4,849,376
The components of cash and cash equivalents
Cash and cash equivalents reported in the statement of financial position		$		1,964,922 $		2,812,812
Due from central bank and call loans to other banks qualified as cash and
cash equivalents as defined by IAS 7				61		2,036,564
Cash and cash equivalents at end of reporting period		$		1,964,983 $		4,849,376

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IBF FINANCIAL HOLDINGS CO., LTD. INDIVIDUAL CONDENSED BALANCE SHEETS YEARS ENDED DECEMBER 31, 2019 AND 2018

Assets Cash and cash equivalents Investments in bills and bonds under resell agreements Receivable - net Investments accounted for using equity method - net Other financial assets - net Property and equipment - net Right-of-use assets - net Intangible assets - net Deferred income tax assets - net Other assets - net Total assets Financial assets at fair value through other comprehensive income	December 31,2019	December 31,2018 Liabilities and Equity 27,614 $ Commercial paper payable Payables 78,179 Current income tax liabilities 2,695,265 Provisions for employee benefits 120,414 Lease liabilities 34,740,306 Deferred income tax liabilities - Total Liabilities 2,074 - Common Stock 182 Capital surplus 313 Retained earnings 10,197 Other equity Treasury shares Total equity 37,674,544 $ Total liabilities and equity	December 31,2019 Expressed in Thousands	December 31,2018 of New Taiwan Dollars
	15,704 $ 80,927 - 169,412 35,649,758 4,900,000 3,816 2,812 237 970 427,714 41,251,350 $		5,236,032 $ 101,942 217,280 5,758 2,215 11 5,563,238 28,480,646 153,610 4,646,201 2,407,655 - 35,688,112 41,251,350 $	4,996,224 $ 74,159 165,726 2,451 - 11
				5,238,571
				28,198,659 122,240 3,624,106 649,091 158,123) ( 32,435,973
				37,674,544 $

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IBF FINANCIAL HOLDINGS CO., LTD. INDIVIDUAL CONDENSED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2019 AND 2018

			Expressed in	Thousands of New Taiwan Dollars	Thousands of New Taiwan Dollars
Items		Year ended December31,2019		Year ended December31,2018
Income
Share of profit (loss) of associates
and joint ventures
accounted for under equity method		$	2,868,998	$	2,192,606
Realised gains on financial assets at
fair value through other
comprehensive income			4,302		3,898
Other income			13,228		15,117
			2,886,528		2,211,621
Expenses and losses
Operating expenses	(		253,876)	(	192,567)
Other expenses and losses	(		34,330)	(	26,045)
	(		288,206)	(	218,612)
Net income from continuing operations
before income tax			2,598,322		1,993,009
Income tax benefit			31,512		28,550
Profit for the year			2,629,834		2,021,559
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
Remeasurement of defined benefit	(		3,286)		53
Gains on valuation of
investments in equity instruments
measured at fair value through
other comprehensive income			2,748		4,737
Share of other comprehensive income
of associates and joint ventures
accounted for under equity
method			138,143		39,455
Income tax related to components			657		36
Components of other comprehensive
income that will be reclassified to
profit or loss
Share of other comprehensive
income of associates and
joint ventures accounted for under
equity method			1,563,489	(	550,879)
Other comprehensive income			1,701,751	(	506,598)
Total comprehensive income		$	4,331,585	$	1,514,961
Earnings per share
Basic earnings per share (in dollars)		$	0.92	$	0.71

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IBF FINANCIAL HOLDINGS CO., LTD. INDIVIDUAL CONDENSED STATEMENTS OF CHANGE IN EQUITY YEARS ENDED DECEMBER 31, 2019 AND 2018

Year ended December 31, 2018 Balance at January 1, 2018 Effect of retrospective application and retrospective restatement Balance at 1 January after retrospective application Appropriation of 2017 earnings Legal reserve Cash dividends Stock dividends Net income for 2018 Other comprehensive income for 2018 Total comprehensive income Disposal of investments in equity instruments measured at fair value through other comprehensive income Balance at December 31, 2018 Year ended December 31, 2019 Balance at January 1, 2019 Appropriation of 2018 earnings Legal reserve Cash dividends Stock dividends Net income for 2019 Other comprehensive income for 2019 Total comprehensive income Share-based payments Dispoal of investments in equity instruments measured at fair value through other comprehensive income by equity investments accounted for using equity method Balance at December 31, 2019	Common stock 27,866,659 $ - 27,866,659 - - 332,000 - - - - 28,198,659 $ 28,198,659 $ - - 281,987 - - - - 28,480,646 $	Capital surplus 122,240 $ - 122,240 - - - - - - - 122,240 $ 122,240 $ - - - - - - 31,370 - 153,610 $	Legal reserve Special reserve Undistributed earnings 1,403,011 $ 234,587 $ 2,370,231 $ - - 272,998) ( 1,403,011 234,587 2,097,233 237,023 - 237,023) ( - - 1,798,332) ( - - 332,000) ( - - 2,021,559 - - 4,753 - - 2,026,312 - - 6,705) ( 1,640,034 $ 234,587 $ 1,749,485 $ 1,640,034 $ 234,587 $ 1,749,485 $ 174,948 - 174,948) ( - - 1,268,939) ( - - 281,987) ( - - 2,629,834 - - 60,122) ( - - 2,569,712 - - 3,309 1,814,982 $ 234,587 $ 2,596,632 $ Retained earnings	Legal reserve Special reserve Undistributed earnings 1,403,011 $ 234,587 $ 2,370,231 $ - - 272,998) ( 1,403,011 234,587 2,097,233 237,023 - 237,023) ( - - 1,798,332) ( - - 332,000) ( - - 2,021,559 - - 4,753 - - 2,026,312 - - 6,705) ( 1,640,034 $ 234,587 $ 1,749,485 $ 1,640,034 $ 234,587 $ 1,749,485 $ 174,948 - 174,948) ( - - 1,268,939) ( - - 281,987) ( - - 2,629,834 - - 60,122) ( - - 2,569,712 - - 3,309 1,814,982 $ 234,587 $ 2,596,632 $ Retained earnings		Other equityinterest	Unrealised gains or losses on available- for-sale financial assets 539,105 $ 539,105) ( - - - - - - - - - $ - $ - - - - - - - - $	Treasury shares Total 158,123) ($ 32,308,422 $ - 410,922 158,123) ( 32,719,344 - - - 1,798,332) ( - - - 2,021,559 - 506,598) ( - 1,514,961 - - 158,123) ($ 32,435,973 $ 158,123) ($ 32,435,973 $ - - - 1,268,939) ( - - - 2,629,834 - 1,701,751 - 4,331,585 158,123 189,493 - - - $ 35,688,112 $	Total
			Legal reserve 1,403,011 $ - 1,403,011 237,023 - - - - - - 1,640,034 $ 1,640,034 $ 174,948 - - - - - - 1,814,982 $	Special reserve 234,587 $ - 234,587 - - - - - - - 234,587 $ 234,587 $ - - - - - - - 234,587 $	Translation gain and loss on the financial statements of foreign operating entities 69,288) ($ - 69,288) ( - - - - 10,998) ( 10,998) ( - 80,286) ($ 80,286) ($ - - - - 48,315) ( 48,315) ( - 128,601) ($	Unrealised gains or losses on financial assets at fair value through other comprehensive income - $ 1,223,025 1,223,025 - - - - 500,353) ( 500,353) ( 6,705 729,377 $ 729,377 $ - - - - 1,810,188 1,810,188 3,309) ( 2,536,256 $
									32,308,422 $ 410,922
									4,331,585 189,493 -
									35,688,112 $

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IBF FINANCIAL HOLDINGS CO., LTD. INDIVIDUAL CONDENSED STATEMENTS OF CASH FLOW YEARS ENDED DECEMBER 31, 2019 AND 2018

		Expressed	in	Thousands of New Taiwan Dollars
Items		Year ended December 31,2019		Year ended December 31,2018
Operating cash flows
Profit before tax for the year	$	2,598,322	$	1,993,009
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortisation expenses		10,337		1,097
Interest expense		27,674		21,040
Interest income	(	7,183)	(	7,409)
Dividend income	(	4,302)	(	3,898)
Share-based payments		4,033		-
Share of profit or loss of associates and joint
ventures accounted for under equity method	(	2,868,998)	(	2,192,606)
Payables on amortised fees of discounted bills of
commercial papers		6,647		5,000
Changes in operating assets and liabilities
Changes in operating assets
Investments in Bills and bonds under resell
agreements		2,695,265	(	1,765,265)
Receivables		213,162		169,953
Other assets	(	417,498)	(	1,733)
Changes in operating liabilities
Payables		23,544	(	349,535)
Provisions for employee benefits		21		53
Cash inflows (outflows) generated from operations		2,281,024	(	2,130,294)
Interest received		8,771		5,890
Dividends received		4,302		3,898
Dividends received from investment accounted for
under equity method		1,288,913		1,806,896
Income taxes paid	(	176,443)		294,384
Net cash flows from (used in) operating activities		3,406,567	(	19,226)
Cash flows from investing activities:
Increase in prepayments for investments	(	4,900,000)		-
Proceeds from capital reduction of investees
accounted for using equity method		2,400,000		-
Acquisition of properties and equipment	(	2,563)	(	724)
Guarantee deposits paid	(	60)		-
Acquisition of intangible assets	(	161)		-
Net cash flows used in investing activities	(	2,502,784)	(	724)
Cash flows from financing activities:
(Decrease) increase in commercial paper payable		205,537		1,831,982
Payments of principle of lease liabilities	(	10,017)		-
Cash dividends paid	(	1,268,939)	(	1,798,332)
Purchase of treasury shares by employees		157,726		-
Net cash flows (used in) from financing activities	(	915,693)		33,650
Net (decrease) increase in cash and cash equivalents	(	11,910)		13,700
Cash and cash equivalents at beginning of the year		27,614		13,914
Cash and cash equivalents at end of the year	$	15,704	$	27,614

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4. Profits Distribution Table for the Year 2019

IBF Financial Holdings Co., Ltd.

Year 2019

Profits Distribution Table

Unit: New Taiwan Dollars

		Unit: New Taiwan Dollars
Item	Amount	Explanation
Undistributed retained earnings at the beginning of the period Add: Profits from disposal of equity instruments measured at fair value through other comprehensive income Less: Remeasurement of defined benefit plans Loss to be made up after adjustment Add: Net profits after tax of this period Less: Legal reserve set aside Distributable earnings Less: Dividends to shareholders (Cash) Dividends to shareholders (Shares) Undistributed earnings for end-of-period	23,610,434 3,309,308 (60,121,948)	Appropriate 10% of net income as a legal reserve in accordance with Article 237 of the Company Act. Dividends to shareholders are distributed in accordance with Article 33 of the Articles of Incorporation.
	(33,202,206) 2,629,834,319 (259,663,211)
	2,336,968,902 (1,851,241,987) (484,170,990)
	1,555,925

Note 1: Dividends to shareholders are calculated at the expected number of 2,848,064,596 shares issued and outstanding upon

the distribution. The distributable cash dividend is NTD0.65 per share and stock dividend NTD0.17 per share. A proposal will be made to have the shareholders meeting authorize the board of directors to make relevant adjustments if the total number of the issued and outstanding shares changes due to subsequent repurchase of the Company's shares, transfer, conversion and cancellation of treasury stocks or any other factors and thus results in the dividend rate change. Cash dividends shall be calculated and rounded down to dollar. The total amount of odd fraction will be counted as other incomes of the Company.

Note 2: According to the ruling of the Ministry of Finance with Ref. No. Tai Tsai Shui 871941343 dated April 30, 1998, the Company shall distinguish the earning separately upon earning distribution. The Company will first distribute the distributable earnings of the then current period in principal. If there is any shortage, the Company will then distribute the distributable earnings accumulated in the previous year.

Chairperson: Chi-Lin Wea

President: Yu-Chia Ting

Chief Accountant: Hsin-Hung Lin

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5. Articles of Incorporation

IBF Financial Holdings Co., Ltd.

Articles of Incorporation

Chapter 1 General Provisions

• Article 1 In order to explore the comprehensive business benefits and enhance the competition capability of the financial market of the Company, the Company is organized in accordance with the Company Act and Financial Holding Company Act and named as " 國票金融控股股份有限 公司 "(" Company ") and "IBF Financial Holdings Co., Ltd." as the Company's foreign name.

• Article 2 The Company is established in Taipei City, the Republic of China, and may establish branch(es) in any other appropriate locations depending on its business need.

• Article 3 The public announcement by the Company shall be made in accordance with Article 28 of the Company Act.

Chapter 2 Shares

• Article 4 The capital of the Company is set as NTD80 billion divided into eight (8) billion shares with par value of NTD10 each share, to be issued in installments by authorization to the board of directors.

• Article 5 The share certificates of the Company shall be signed or sealed by the director(s) representing the Company, together with the seal of the Company and shall not be issued until authenticated in accordance with the law.

The Company is exempt from printing the share certificates for the shares issued, provided that it shall coordinate with the securities central depository and custodian enterprise for the registration and entry.

• Article 6 The administration of the stock services of the Company shall be made in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Company" issued by the competent authority.

Chapter 3 Business

• Article 7 The business item of the Company is H801011 financial holding company.

• Article 8 The business scope of the Company is as follows:

• The businesses for which the Company may apply for the approval of the investment with the competent authority are below:

  • (1) Financial holding company;

  • (2) Banking business;

  • (3) Bills finance business;

  • (4) Credit card business;

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  - (5) Trust business;

  - (6) Insurance business;

  - (7) Securities business;

  - (8) Futures business;

  - (9) Venture capital business;

  - (10) Investment in the foreign financial institutions approved by the competent authority; and

  - (11) Other businesses related to the financial business recognized by the competent authority.

1. The administration of the business invested under the preceding Subparagraphs.

2. The Company may apply for approval of investment with the competent authority in other businesses other than those stated in Subparagraph (1) above.

3. Other relevant businesses approved by the competent authority.

4. Article 9 The Company is a professional investment company and as such its investment amount is not subject to the limitation up to 40% of its paid-in capital provided in Article 13 of the Company Act.

Chapter 4 Shareholders Meeting

• Article 10 The shareholders meeting of the Company shall be categorized into two (2) kinds in accordance with the Company Act, which are annual meeting and extraordinary meeting. The annual meeting shall be held within six (6) months following the end of the fiscal year and the extraordinary meeting shall be called in accordance with the law when necessary.

• Article 11 A notice specifying the date, venue and reasons shall be given to each shareholder no later than thirty (30) days prior to the annual shareholders meeting and no later than fifteen (15) days prior to the extraordinary meeting.

• Article 12 Unless otherwise provided for in the Company Act, the shareholders meeting shall be attended by the shareholders who represent more than one-half of the total number of the issued shares, and the resolution shall be made by a majority vote of the total number of voting shares of the attending shareholders.

• Article 13 The shareholder of the Company is entitled to one vote per share. If the shareholder cannot attend the shareholders meeting, the shareholder may issue a power of attorney produced by the Company specifying the authorization scope to engage a proxy to attend the meeting.

Except for the trust enterprises or the shareholder stock service agent approved by the competent authority in charge of securities, when a person acts as the proxies concurrently for two (2) or more shareholders, the number of voting power represented by the proxies shall not exceed 3% of the voting rights represented by the total number of the issued shares; otherwise, the portion of excessive voting power shall not be counted.

A shareholder may only issue one power of attorney and appoint one proxy only, and shall serve such power of attorney to the Company no later than five (5) days prior to the date of the shareholders meeting. If duplicate proxies are served, the one served earliest shall

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prevail, unless a declaration is made to cancel the earlier one.

After the power of attorney for a proxy is served to the Company, if the shareholder intends to attend the shareholders meeting in person or to exercise his/her/its voting right by the electronic means, a written notice to revoke the proxy shall be given to the Company no later than two (2) days prior to the date of the shareholders meeting. The voting right exercised by the authorized proxy at the meeting shall prevail in case of any revocation made after the deadline.

Article 14 [Deleted]

• Article 15 Unless otherwise provided for under law, the chairperson of the board of directors shall act as the chairperson of the shareholders meeting. If the chairperson of the board of directors for any reason is unable to attend the shareholders meeting, the vice chairperson shall act on his/her behalf. If there is no vice chairperson or the vice chairperson for any reason is unable to attend the shareholders meeting, a director appointed by the chairperson of the board of directors shall act on his/her behalf. If there is no deputy appointed by the chairperson of the board of directors, a deputy shall be appointed among the directors.

Article 16 The matters which shall be resolved by the shareholders meeting are as follows:

1. Approval and amendment of Articles of Incorporation of the Company;

2. Election or discharge of the directors;

3. Approval of reports prepared by the board of directors and resolution of earnings distribution and loss make-up;

4. Resolution of capital increase and reduction; and

5. Resolution of any other important matters and matters provided in the Company Act and Financial Holding Company Act.

6. Article 17 The meeting minutes shall be made for the matters resolved in the shareholders meeting, which shall be signed or stamped by the chairperson and delivered to each shareholder within twenty (20) days after the meeting.

The meeting minutes provided in the preceding paragraph may be delivered by way of the public announcement.

Chapter 5 Board of directors

• Article 18 The Company shall have thirteen (13) directors to constitute the board of directors, with the term of three (3) years, eligible to be re-elected. The Company adopts the candidate nomination regime for election of the directors, who shall be elected by the shareholders meeting from the list of the candidates nominated for the directors.

The election of the directors of the Company shall be made in accordance with the principles of fairness, justice and transparency and the guidelines of the director election shall be set forth by the shareholders meeting.

The Company may purchase the liability insurance for the directors after the resolution by the board of the directors.

• Article 18-1 The Company shall have four (4) independent directors out of the number of the directors stated in the preceding Article.

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The election of the independent directors and non-independent directors shall be made concurrently, under which the elected quota shall be calculated separately. The professional qualification, shareholdings and limitation on positions concurrently held, determination of the independence, methods of nomination and election, performance of duties and other compliance matters of the independent directors shall be handled in accordance with the Securities and Exchange Act and relevant laws and regulations.

• Article 19 The total number of shares held by all directors of the Company shall be in compliance with the requirements under the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Company" promulgated by the competent authority.

• Article 19-1 The Company shall establish the Audit Committee as of the fifth (5th) term of the board of directors constituted by all independent directors, whose number shall not be less than three (3), among whom one shall be the convener and at least one shall specialize in accounting and finance. The performance of duties and other compliance matters of the Audit Committee shall be made in accordance with the Securities and Exchange Act and relevant laws and regulations or relevant rules of the Company.

• Article 19-2 The Company shall establish the Remuneration Committee in accordance with law, whose organization rules shall be resolved by the board of directors.

• Article 20 The chairperson of the board of directors shall be elected among the directors by a majority vote of the directors present at a meeting attended by no less than two third (2/3) of the directors.

The Company may set the vice chairperson of the board of directors when necessary, to assist the chairperson of the board of directors. The election of the vice chairperson of the board of directors shall be made in accordance with the Company Act.

• Article 21 The board meeting shall be presided by the chairperson of the board of directors. If the chairperson of the board of directors for any reason is unable to attend the meeting, the vice chairperson of the board of directors shall act on his/her behalf. If there is no vice chairperson of the board of directors or the vice chairperson for any reason is unable to attend the meeting, one director appointed by the chairperson of the board of directors shall act on his/her behalf. If no deputy is appointed by the chairperson of the board of directors, one director shall be appointed by the directors to act accordingly.

• Article 22 The board meeting shall be held every other month, and can be called by the chairperson of the board of directors at any time when there is any emergency.

• The notice to call the board meeting may be made to each director in writing, E-mail or facsimile .

• Article 23 If any director cannot attend the board meeting, the director may issue a power of attorney to appoint another director as proxy to attend the meeting, provided that one director can only as the proxy for one director.

• Article 24 Unless otherwise provided in the Company Act, the board meeting shall be attended by a majority of the directors and the resolution shall be made by a majority vote of the directors present in the meeting.

If the board meeting is held by the video conference, the director who attends the meeting by the video conference shall be deemed as presence in person.

Article 25 The authorities and power of the board of directors are as follows:

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1. Proposal of the Articles of Incorporation of the Company;

2. Review of the organization rules of the Company;

3. Review of the business plan;

4. Proposal of capital increase and reduction;

5. Proposal of earnings distribution and loss make-up;

6. Review of budget and final account;

7. Resolution of the issuance of corporate bond;

8. Review of material contracts;

9. Resolution of acquisition or disposition of significant assets;

10. Appointment and discharge of the important staffs;

11. Appointment of the director and supervisor of the subsidiary;

12. Resolutions of other material matters pertaining to the business; and

13. Other authorities and power given by the laws and regulations and the shareholders meeting.

14. Article 26 In addition to the distribution of remuneration stated in Article 32, the Company authorizes the board of directors to decide the director remuneration by reference to the circumstances of the industry of financial holding companies.

Chapter 6 Managerial officers

• Article 27 The Company shall establish the Management and Development Committee for the need of the invested enterprises and the operation management, whose organization rules shall be set forth separately.

• Article 28 The Company shall appoint one General Manager to overall manage the business of the Company based on business principles and policies decided by the board of directors, and several Vice General Managers to assist the General Manager in handling the business of the Company. The Company shall have one general auditor to supervise the audit works based on the resolution of the board of directors.

The appointment and discharge of the General Manager, Vice General Manager and the general auditor shall be proposed by the chairperson to the board of the directors for approval.

• Article 29 The Company may establish the departments (units) for the business need and appoint one chief officer or head for each department respectively, who shall be recommended by the General Manager to the board of directors for the appointment and discharge.

Chapter 7 Accounting

• Article 30 The fiscal year of the accounting of the Company is from January 1 to December 31 of each year.

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• Article 31 The Company shall, at the end of each fiscal year, submit the following statements and documents prepared and produced by the board of the directors to the annual shareholders meeting for the acceptance in accordance with the legal procedure:

• Business report;

• Financial statements; and

• Proposal on earnings distribution or loss make-up.

• Article 32 If the Company has profits upon the settlement of the fiscal year, it shall set aside the employees' compensation and directors’ remuneration, provided that if the Company still has any accumulated losses, the amount shall be set aside to make up the losses first.

The Company's profits before tax (which has not deducted employees' compensation and directors' remuneration) in a particular year shall deduct the reservation to make up the accumulated losses first, and an amount of no less than 0.1% but less than 2% of the balance thereof shall be set aside as employees' compensation and an amount of less than 2% as directors' remuneration. The employees' compensation may be distributed in the form of stocks or cash and the employees eligible therefor includes the employee of the subordinated companies of the Company meeting certain qualifications.

The distribution ratio of the employees' compensation and directors' remuneration and the form of stocks or cash for the employees' compensation shall be approved by the Remuneration Committee and proposed to the board meeting for approval by a majority vote of the directors at a meeting presented by two third (2/3) of the directors before the enactment, and shall be further reported to the shareholders meeting.

The employees' compensation shall be distributed in accordance with the "Rules for Distribution of Employees' Compensation" of the Company.

• Article 33 The Company adopts the policy of remaining dividends to continuously enlarge the scale and enhance the profitability and to take into consideration of the relevant laws and regulations.

If the Company has earning after the close of the fiscal year, such earnings shall be used to make up the accumulated loss, pay the tax according to law, set aside the legal reserve and special reserve or reverse of the special reserve first; thereafter, 50% or more of the balance together with the initial undistributed earnings at the beginning of the fiscal period shall be allocated for the distribution as the dividends of the shareholders by the board of directors.

The proposal for earnings distribution stated in the preceding paragraph shall be made by the board of directors and submit to the shareholders meeting for resolution. As to the ratio of the shareholder dividends, the cash dividends shall not be lower than 10% of the distributed amount of the applicable year, and the remaining amount shall be distributed as stock dividends.

Chapter 8 Supplementary

Article 34 The rules of the organization of the Company shall be set forth separately.

• Article 35 Any matter not provided in the Articles of Incorporation shall be handled in accordance with the Financial Holding Company Act, Company Act and other laws and regulations.

• Article 36 The Articles of Incorporation were enacted on January 31, 2002. The first amendment was made on June 6, 2003. The second amendment was made on June 11, 2004. The third amendment was made June 9, 2006. The fourth amendment was made on June 19, 2009.

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The fifth amendment was made on June 25, 2010. The sixth amendment was made on June 22, 2012. The seventh amendment was made on June 21, 2013. The eighth amendment was made on June 20, 2014. The ninth amendment was made on June 26, 2015. The tenth amendment was made on June 17, 2016. The eleventh amendment was made on June 14, 2019.

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6. Rules of Procedure for Shareholders Meeting

IBF Financial Holdings Co., Ltd. ("Company") Rules of Procedure for Shareholders Meeting

• Article 1 To facilitate the process of the Company's shareholders meeting smoothly, these Rules are adopted in accordance with Paragraph 2, Article 182-1 of the Company Act.

• Article 2 The rules of procedures for the Company's shareholders meetings, unless otherwise provided under law or regulation, or the Articles of Incorporation, shall be handled in accordance with these Rules.

• Article 3 Unless otherwise provided by laws or regulations, the Company's shareholders meetings shall be convened by the board of directors.

The notice for the annual shareholders meeting shall be made to each shareholder no later than thirty (30) days prior to the meeting date, provided that for shareholders holding less than one thousand shares, notice may be made by the public announcement on the Market Observation Post System (" MOPS ") no later than before thirty (30) days prior to the meeting date. The notice for the extraordinary shareholders meeting shall be made to each shareholder no later than fifteen (15) days prior to the meeting date, provided that for shareholder holding less than one thousand shares, notice may be made by the public announcement on the MOPS no later than fifteen (15) days prior to the meeting date.

The reasons of the agenda for convening a shareholders meeting shall be specified in the meeting notice and public announcement.

Election or discharge of directors, amendments to the Articles of Incorporation, application for cease of being a public reporting company, release of non-competition restriction, capitalization by earnings, capitalization by reserves, dissolution, merger, or demerger of the Company, or any circumstance falling under any of the subparagraphs under Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be specified in the main content of the agenda of the notice for convening the shareholders meeting, and cannot be proposed by an extemporary motion. The main content may be posted on the website designated by the securities competent authority or the Company, with such website address being specified in the notice for the meeting.

A shareholder holding 1% or more of the total number of issued shares may submit to the Company a written proposal for discussion at the annual shareholders meeting, provided that such proposal is limited to only one proposal, and proposal(s) other than the one proposal will not be included in the meeting agenda. In addition, the proposal made by a shareholder falling under any subparagraph of Paragraph 4, Article 172-1 of the Company Act shall not be included in the agenda by the board of directors, provided that the proposal submitted by the shareholders for the purpose of suggesting and urging the Company to promote public interests or fulfill social responsibility, may still be included in the agenda by the board of directors.

The Company shall publicly announce the acceptance of submission of shareholder proposals, and the location and time period for submission prior to the closure date for entry the stock transfer before the holding of the annual shareholders meeting. The period for submission of shareholder proposals may not be less than ten (10) days.

Each shareholder-submitted proposal is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders meeting and participate in the

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discussion of the proposal.

The Company shall inform the shareholders submitting proposals of the handling results, before the issuance of the meeting notice, and shall list the proposals conforming to the provisions of this Article in the meeting notice. The board of directors shall explain the reasons for exclusion of any shareholder proposal in the agenda at the shareholders meeting..

• Article 4 For each shareholders meeting, the shareholder may appoint a proxy to attend the meeting by providing the power of attorney printed by the Company specifying the scope of authorization.

A shareholder may only issue one power of attorney and appoint one proxy only, and shall serve such power of attorney to the Company no later than five (5) days prior to the date of the shareholders meeting. If duplicate proxies are served, the one served earliest shall prevail unless a declaration is made to cancel the earlier one.

After the power of attorney of a proxy is served to the Company, if the shareholder intends to attend the shareholders meeting in person or to exercise his/her/its voting right by the electronic means, a written notice to revoke the proxy shall be given to the Company no later than two (2) days prior to the date of the shareholders meeting. The voting right exercised by the authorized proxy at the meeting shall prevail in case of any revocation made after the deadline.

• Article 5 The venue for the shareholders meeting shall be at the premises of the Company, or a venue convenient for the shareholders to attend 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 The shareholders meeting shall provide the attending shareholders or the proxies appointed by shareholders (collectively, " shareholders ") with the attendance book for signature, or attending shareholders may hand over a sign-in card in lieu of signature.

The Company shall provide the attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is any election of directors, pre-printed ballots shall also be provided.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxies 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 the shareholders meeting. Where a juristic person is appointed to attend the shareholders meeting, it may designate only one representative to attend the meeting.

• Article 7 If the shareholders meeting is convened by the board of directors, the meeting shall be presided by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act on his/her behalf; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act on his/her behalf; or, if there are no managing directors, one of the directors shall be appointed to act on his/her behalf. If there is no deputy appointed by the chairperson, a deputy shall be appointed among the managing directors or directors.

If the shareholders meeting is convened by a party (other than the board of directors) with power to convene, the convener shall preside the meeting. When there are two (2) or more conveners, they shall mutually appoint a chairperson among themselves.

The Company may appoint its attorneys, certified public accountants, or relevant persons retained by the Company to attend the shareholders meeting in a non-voting capacity.

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• Article 8 The Company, beginning from the time when it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, the 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 Attendance at shareholders meetings shall be calculated based on number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book for signature or sign-in cards handed over, plus the number of shares whose voting rights are exercised electronically.

The chairperson shall order the meeting to begin at the scheduled 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 the postponement shall be no more than two (2) times and the postponed time in aggregate shall be no more than one hour. If the quorum for the attending shareholders after the two (2) postponements still represents 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 the two (2) 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.

The chairperson may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act before the meeting is adjourned, provided that the attending shareholders represent a majority of the total number of issued shares.

• Article 10 If the shareholders meeting is convened by the board of directors, the meeting agenda shall be set forth by the board of directors. The meeting shall proceed in the order set forth by the agenda, which may not be changed without the resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to the shareholders meeting convened by a party (other than the board of directors) with the power to convene.

The chairperson may not declare the meeting adjourned prior to completion of the scheduled meeting agenda under the preceding two (2) paragraphs (including extemporary motions) without the resolution of the shareholders meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures by 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 proposed by the shareholders. When the chairperson is of the opinion that a proposal has been discussed sufficiently so as to put it to a vote, the chairperson may announce the discussion closed and call for a vote.

• Article 11 Before speaking, the attending shareholder must specify the subject on a speaker's slip, his/her shareholder account number (or attendance card number), and account name. The order for the shareholder to speak shall be set by the chairperson.

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The 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 that specified in the speaker's slip, the spoken content shall prevail.

Unless otherwise agreed upon by the chairperson, the shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five (5) minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may prohibit the shareholder form speech.

The minutes and times of shareholder to speak in the proceeding of the extemporary motions other than the proposal shall apply mutatis mutandis the requirements in the preceding paragraph.

When the attending shareholder is speaking, unless otherwise agreed upon by the chairperson and the speaking shareholder, other shareholders may not speak or interrupt. The chairperson shall stop any violation.

When a juristic person shareholder appoints two (2) or more representatives to attend the shareholders meeting, only one of the representatives can be appointed to speak on the same proposal.

After the attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

• Article 12 Voting at the shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by the shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When the shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, the shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Except for the trust enterprise or the shareholder stock services agent approved by the competent authority in charge of securities, when a person who acts as the proxies concurrently for two (2) or more shareholders, the number of voting power represented by the proxies shall not exceed 3% of the voting rights represented by the total number of issued shares; otherwise, the portion of excessive voting power shall not be counted.

• Article 13 A shareholder shall be entitled to one vote for each share held, unless the shares are otherwise restricted by laws and regulations or deemed as non-voting shares.

Unless otherwise provided in the Company Act and Articles of Incorporation of the Company, the resolution of a proposal shall be approved by an affirmative vote of a majority of the voting held by the attending shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall announce the total number of votes held by the attending shareholders.

When the Company holds a shareholders meeting, it shall include electronic means as one of

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the alternatives for exercise of voting rights, and the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means shall be deemed to have attended the meeting in person, but shall be deemed to have waived his/her rights with respect to the extemporary motions and amendments to proposals made at the meeting.

A shareholder exercising voting rights by electronic means shall serve a declaration of intent to the Company no later than two (2) days prior to the date of the shareholders meeting. Where the declarations of intent are duplicate served, the one serving earliest shall prevail, unless a declaration for revocation of the previous declaration is served.

After the shareholder has exercised voting rights by electronic means as above, if he/she further intends to attend the shareholders meeting in person, he/she shall adopt the same mean for exercise of the voting rights to revoke the expression of the intent already exercised under the preceding paragraph to the Company, no later than two (2) business days prior to the date of the shareholders meeting. For any revocation beyond the deadline, the voting rights already exercised by electronic means shall prevail.

Where the shareholder exercises the voting rights by adopting electronic means and appoints an agent by a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail.

If no objection is raised by attending shareholders after solicitation and inquiries by the chairperson, and shareholders voting by electronic means do not raise any objection or waive his/her rights, the resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots.

Except for the proposals listed on the agenda, other proposals by the shareholders or amendments or alternatives to original proposals shall be seconded by other shareholders.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the sequence thereof to be voted. In case of any proposal approved, the other proposals shall then be deemed rejected, and no further voting is required.

Vote monitoring and counting personnel for the voting on a proposal or election shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of the Company. Vote counting shall be conducted in public at the place of the shareholders meeting, and the results of the voting shall be announced on-site at the meeting immediately after vote counting has been completed, including the statistical tallies of the numbers of votes, and a record of the vote shall be made.

• Article 14 The election of directors at the shareholders meeting shall be held in accordance with the applicable election and appointment rules set forth by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

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 one 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.

• Article 15 The meeting minutes shall be made for the matter resolved in the shareholders meeting, which shall be signed or stamped by the chairperson and shall be distributed to each shareholder within twenty (20) days after the meeting.

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The meeting minutes provided in the preceding paragraph may be distributed by public announcement on the MOPS.

The meeting minutes shall accurately record the year, month, day, and venue of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and the summary of the deliberations and their results. The meeting minutes shall be retained for the duration of the existence of the Company.

When the resolution is adopted in the way that no objection is raised by shareholders after solicitation and inquiries by the chairperson, the meeting minutes shall record that "this resolution is adopted in the way that no objection is raised by attending shareholders after solicitation by the chairperson "; while there is any objection raised by the shareholder, the meeting minutes shall record that the resolution is adopted by casting ballots, with the number of voting rights of adoption and the proportion of voting rights.

• Article 16 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 venue 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 requirements of the Taiwan Stock Exchange Corporation, the Company shall upload the content of such resolution to the MOPS within the statutory timeframe.

• Article 17 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 venue. When proctors or security personnel help to maintain order at the meeting venue, they shall wear an identification card or armband bearing the word "Proctor."

At the venue of a shareholders meeting, if the shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairperson may prohibit the shareholder from so doing.

When the shareholder violates the rules of procedure and defies the chairperson's correction to impede the proceedings, and further refuses to follow after the stop, the chairperson may direct the proctors or security personnel to escort the shareholder to leave from the meeting.

• Article 18 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 venue is no longer available for continued use and not all of the items (including extemporary motions) on the meeting agenda have been addressed, another venue to continue the meeting may be resolved by the shareholders meeting.

The deferral or resumption of the meeting within five (5) days may be resolved by the shareholders meeting in accordance with Article 182 of the Company Act.

• Article 19 These Rules and any amendment thereto shall be implemented after the resolution by the shareholders meetings.

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Past amendments: These Rules were enacted in the annual shareholders meeting on June 6, 2003. The first amendment was made in the annual shareholders meeting on June 11, 2004. The second amendment was made in the annual shareholders meeting on June 22, 2012. The third amendment was made in the annual shareholders meeting on June 20, 2014. The fourth amendment was made in the annual shareholders meeting on June 26, 2015. The fifth amendment was made in the annual shareholders meeting on June 14, 2019.

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7. Guidelines for Election of Directors

IBF Financial Holdings Co., Ltd. Guidelines for Election of Directors

• Article 1 To ensure a just, fair, and open election of directors, these Guidelines are adopted pursuant to the Articles of Incorporation of the Company and the Corporate Governance Best-Practice Principles for Financial Holding Companies.

• Article 2 Except as otherwise provided by laws and regulations or the Articles of Incorporation of the Company, elections of directors shall be conducted in accordance with these Guidelines.

• Article 3 The overall composition of the board of directors shall be taken into consideration in the election of the Company's directors. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the overall abilities that must be equipped by the board members are as follows:

• The ability to make operations judgment;

• Accounting and financial analysis ability;

• Operation and management ability (including the operation and management of the subsidiaries);

• Crisis management ability; 5. Industry knowledge; 6. International market perspective view;

• Leadership; and 8. Decision-making ability.

Article 4 Elections of the directors of the Company shall be conducted in accordance with the candidate nomination regime and procedures set forth in Article 192-1 of the Company Act.

In case of any discharge of a director for any reason resulting in shortfall of directors by one third of the total number prescribed in the Articles of Incorporation of the Company, the Company shall call an extraordinary shareholders meeting for election of directors to fill the vacancies within sixty (60) days from the date of occurrence.

In case of any discharge of independent director(s) for any reason resulting in the number of the independent directors falling below that prescribed in the Articles of Incorporation of the Company, an election to fill the vacancy should be held at the next shareholders meeting. When the independent directors are all discharged, the Company shall call an extraordinary shareholders meeting for election of independent directors to fill the vacancies within sixty (60) days from the date of occurrence.

Article 5 Elections of the independent directors shall be conducted in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and relevant laws and regulations.

Article 6 Elections of the directors of the Company adopt the single cumulative voting method. The number of voting rights of each share equal to the number of directors to be elected, and may be cast for a single candidate or split among multiple candidates.

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Elections of the independent directors and directors shall be conducted in accordance with these Guidelines at the same time, but the elected seats shall be counted separately.

• Article 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected, numbering the ballot in accordance with the attendance cards numbers and specifying the number of voting rights with each ballot. The ballot shall be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

• Article 8 The number of directors as specified in the Articles of Incorporation of the Company shall be elected for those receiving ballots representing the higher numbers of voting rights sequentially according to their respective numbers of votes received. If two or more persons receive the same number of voting rights and thus exceeding the specified number of positions, they shall draw lots to make the decision, and the chair will draw lots on behalf of the absent person.

• Article 9 The chair shall appoint a number of persons with shareholder status as vote monitoring personnel before the beginning of election to perform each relevant duty. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting.

• Article 10 If the candidate to be elected is a shareholder, a voter shall specify the candidate's account name and shareholder account number in the candidate column of the ballot; for a nonshareholder, the voter shall specify the candidate's full name and identity document number. However, if the candidate refers to government or juristic person as a shareholder, the name of the governmental or juristic person shall be specified in the candidate's account name column of the ballot, or both the name of the government or juristic person and the name of its representative may be specified. If there are multiple representatives, the names of each representative shall be specified respectively.

Article 11 A ballot is invalid under any of the following circumstances:

1. The ballot was not prepared by the board of directors;

2. A blank ballot is placed in the ballot box;

3. The writing is unclear and indecipherable or altered;

4. If the candidate specified in the ballot is a shareholder, the candidate's account name and shareholder account number do not conform with those in the shareholder register; if the candidate specified in the ballot is not a shareholder, the candidate's name and identity document number is not compliant after check;

5. Other words or marks are specified in addition to the candidate's account name or shareholder account number (or identity document number) and the number of voting rights allotted;

6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity document number is provided in the ballot for identification; or

7. Two or more candidates are specified in the same ballot.

8. Article 12 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes that they were elected, shall be announced by the chairperson on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the vote monitoring personnel and kept in proper custody for at least one year, provided however that, if a litigation is initiated by a shareholder pursuant to Article 189 of the

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Company Act, the ballots shall be retained until the conclusion of the litigation.

• Article 13 The persons elected as directors shall be provided with the elected notifications by the board of directors.

• Article 14 For the matters not provided in these Guidelines, it shall be handled in accordance with the Company Act, Securities and Exchange Act and other laws and regulations, the Articles of Incorporation and Rules of Procedure for Shareholders Meeting of the Company.

• Article 15 These Guidelines and any amendment thereto shall be implemented after the resolution by shareholders meetings.

• Past amendments: These Guidelines were enacted in the annual shareholders meeting on June 11, 2004. The first amendment was made in the annual shareholders meeting on June 27, 2008. The second amendment was made in the annual shareholders meeting on June 25, 2010. The third amendment was made in the annual shareholders meeting on June 20, 2014. The fourth amendment was made in the annual shareholders meeting on June 26, 2015.

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8. Directors' Shareholding

Shareholder book closure date: April 14, 2020

Position	Name	Shareholding	Shareholding	Note
		Number	Shareholding
Chairperson	Chi-Lin Wea	55,840,826	1.96％	Ren WangCo.,Ltd.
Vice Chairperson	YingWu	85,984,243	3.02％	First Commercial Bank
Director	Steven Hung	55,840,826	1.96％	Ren WangCo.,Ltd.
Director	Chin-Yuan Kung	55,840,826	1.96％	Ren WangCo.,Ltd.
Director	Cheng-Lin Chen	55,840,826	1.96％	Ren WangCo.,Ltd.
Director	Chih-ChiangHo	55,840,826	1.96％	Ren WangCo.,Ltd.
Director	Michael Chen	205,038	0.01％	Hua Ji International Development Corp.
Director	Teng-Shan Tai	50,465,092	1.77％	Taiwan Cooperative Bank
Director	James Y.L. Wei	205,038	0.01％	Hua-Kang International Asset Management Corp.
Independent Director	Joanna Lei	0	--
Independent Director	Yeong-Chyan Wu	0	--
Independent Director	Ching-SungWu	0	--
Independent Director	Yao-ShingWang	0	--
Aggregate directors' shareholding		192,700,237	6.77%

Explanation:

1. As of the shareholder book closure date of the shareholders meeting (i.e. April 14, 2020), the total number of issued shares of the Company is 2,848,064,596 shares, and the aggregate number of shares held by all directors shareholding is 192,700,237 shares, representing 6.77% of the total shares of the Company, complying with the provision of minimum directors' shareholding requirement of 2.4%.

2. The Company has set the Audit Committee, and therefore the minimum shareholding requirement for the supervisors does not apply to the Company.

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