Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

KGI Financial Annual Report 2016

Jun 29, 2017

52214_rns_2017-06-29_c9893fec-8ddf-4e32-b38b-543716e9b0c9.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code : 2883

==> picture [210 x 45] intentionally omitted <==

China Development Financial

2016 Annual Report

Notice to readers

This English-version annual report is a summary of the Chinese version and is not an official document of the share holders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Annual Report is available at: http://www.cdibh.com

Printed on June 5, 2017

1

Spokesperson

Deputy Spokesperson

Name : Eddy Chang Name : Janet Sheng Title : Executive Vice President Title : Executive Vice President Tel : (02)2763-8800 Tel : (02)2763-8800 Web : www.cdibh.com Web : www.cdibh.com

Headquarters, Branches and Plant China Development Financial Address : No. 125, Sec. 5, Nanjing E. Rd., Taipei 10504, Taiwan Tel : (02)2753-2201 Web : www.cdibh.com

Subsidiaries

CDIB Capital Group Address : 11 & 12F, No. 125, Sec. 5, Nanjing E. Rd., Taipei 10504, Taiwan Tel : (02)2763-8800 Web : www.cdibank.com

KGI Bank Address : No. 125, Sec. 5, Nanjing E. Rd., Taipei 10504, Taiwan Tel : (02)2171-1088 Web : www.kgibank.com

KGI Securities Address : No. 700, Mingshui Rd., Taipei 10462, Taiwan Tel : (02)2181-8888 Web : www.kgi.com

Stock Transfer Agent

Name : The Transfer Agency Department of KGI Securities Address : 5F, No. 2, Sec. 1, ChongqingSouth Rd., Taipei 10044, Taiwan Tel : (02)2389-2999 Web : www.kgi.com

Credit Rating Agency

Name : Taiwan Ratings Address : 49F, No. 7, Sec. 5, XingYi Rd., Taipei 11049, Taiwan Tel : (02)8722-5800 Web : www.taiwanratings.com

Auditors

Auditors : Mei-Hui Wu, Cheng-Hung Kuo Accounting Firm : Deloitte & Touche Address : 12F, No. 156, Sec. 3, Ming Sheng E. Rd., Taipei 10596, Taiwan Tel : (02)2545-9988 Web : www.deloitte.com.tw

Overseas Securities ExchangeNone

Shareholder Hotline0800-212-791

2

Content

I. LETTER TO SHAREHOLDERS......................................................................................... 8 LETTER TO SHAREHOLDERS......................................................................................... 8
II. COMPANY PROFILE......................................................................................................... 12
2.1 DATE OFINCORPORATION.............................................................................................. 12
2.1.1 China Development Financial Holding Corporation (CDF, or “The
Company”) ....................................................................................................... 12
2.1.2 Subsidiaries ...................................................................................................... 12
2.2 COMPANYHISTORY....................................................................................................... 12
III. CORPORATE GOVERNANCE REPORT ....................................................................... 17
3.1 ORGANIZATION............................................................................................................. 17
3.1.1 Organization and responsibilities of key departments ..................................... 17
3.1.2 Organizational Chart ........................................................................................ 21
3.2 DIRECTORS, PRESIDENT, EXECUTIVEVICEPRESIDENTS, VICEPRESIDENT AND
MANAGEMENTTEAM.................................................................................................... 22
3.2.1 Directors ........................................................................................................... 22
3.2.2 Management Team ........................................................................................... 36
3.3 REMUNERATION OFDIRECTORS, SUPERVISORS, PRESIDENT,ANDVICEPRESIDENT....... 46
3.3.1 Remuneration of Directors ............................................................................... 46
3.3.2 Remuneration of the President and Executive Vice President ......................... 49
3.3.3 Employee Remuneration .................................................................................. 51
3.3.4 Comparison of Remuneration for Directors, Presidents and Vice
Presidents in the Most Recent Two Fiscal Years and Remuneration Policy
for Directors, Presidents and Vice Presidents .................................................. 52
3.4 STATUS OFCORPORATEGOVERNANCE.......................................................................... 53
3.4.1 Information concerning the board of directors ................................................. 53
3.4.2 Audit Committee (or Attendance of Supervisors at Board Meetings) ............. 57
3.4.3 Items disclosed in accordance with the Corporate Governance
Best-Practice Principles for Financial Holding Companies: ............................ 60
3.4.4 Corporate Governance Implementation Status and Deviations from “the
Corporate Governance Best-Practice Principles for Financial Holding
Companies” ...................................................................................................... 61
3.4.5 Composition, Responsibilities and Operations of the Remuneration
Committee ........................................................................................................ 70
3.4.6 Corporate Social Responsibility ....................................................................... 79
3.4.7 Ethical Corporate Management ........................................................................ 86
3.4.8 Corporate Governance Guidelines and Regulations ........................................ 91
3.4.9 Other Information enabling better understanding of the Company’s
corporate governance ....................................................................................... 91
3.4.10 Implementation of Internal Control System ..................................................... 92
3.4.11 Penalties imposed for violations of laws or regulations and the major
deficiencies of China Development Financial Holding and its subsidiaries
during the most recent two years and improvements made: ............................ 94
3.4.12 Shareholder meeting(s) and significant board resolutions during the most
recent year and up to the date of publication of this annual report ................ 101
3.4.13 Major Issues of Record or Written Statements Made by Any Director
Dissenting to Important Resolutions Passed by the Board of Directors: ....... 104
3.4.14 Resignation or Dismissal of the Company’s Key Individuals, Including
the Chairman, President and Heads of Finance, Accounting, and Auditing)
in the most recent year up to the publication date of this annual report: ....... 104

3

3.5 INFORMATIONREGARDING THECOMPANY’SAUDITFEE ANDINDEPENDENCE............ 105
3.5.1 Audit Fee ........................................................................................................ 105
3.5.2 If a change of accounting firm has taken place during the year, please divide
the audit period and disclose audit and non-audit fee in chronological
order. Please also state the reason for such changes in the Remarks
column. ........................................................................................................... 105
3.5.3 If audit fee is reduced by 15% or more from the previous year, the amount,
percentage and reason for reduction must be disclosed: ................................ 106
3.6 REPLACEMENT OFCPA ............................................................................................... 106
3.7 AUDITINDEPENDENCE................................................................................................ 106
3.8 FACTS ABOUT THE DIRECTOR,MANAGER,OR A SAME PERSON OR A SAME AFFILIATED
ENTERPRISE HAVING HELD THE EQUITY OF A SAME FINANCIAL HOLDING
CORPORATION WITH VOTING POWER EXCEEDING THE SPECIFIED RATIO WHICH
SHOULD BE DECLARED THE FACTS OF EQUITY TRANSFER AND CHANGE IN EQUITY
PLEDGE UNDERARTICLE11OF THEMANAGERIALREGULATIONS............................... 107
3.8.1 Changes in Shareholding of Directors, Managers and Major Shareholders .. 107
3.8.2 Shares Trading with Related Parties .............................................................. 110
3.8.3 Shares Pledge with Related Parties ................................................................ 110
3.9 RELATIONSHIP AMONG THETOPTENSHAREHOLDERS................................................. 111
3.10 OWNERSHIP OFSHARES INAFFILIATEDENTERPRISES................................................. 112
IV. CAPITAL OVERVIEW ..................................................................................................... 115
4.1 CAPITAL ANDSHARES................................................................................................. 115
4.1.1 Source of Capital ............................................................................................ 115
4.1.2 Status of Shareholders .................................................................................... 117
4.1.3 Shareholding Distribution Status ................................................................... 117
4.1.4 List of Major Shareholders ............................................................................. 118
4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share ....................... 118
4.1.6 Dividend Policy and Implementation Status .................................................. 119
4.1.7 Impact of the proposed stock dividend on corporate operating
performance and EPS ..................................................................................... 119
4.1.8 Distribution of Employee’s Compensation and Directors’ Remuneration ..... 120
4.1.9 Buyback of Treasury Stock ............................................................................ 121
4.2 CORPORATEBONDS..................................................................................................... 122
4.3 ISSUANCE OFPREFERREDSHARES............................................................................... 123
4.4 ISSUANCE OFGLOBALDEPOSITORYRECEIPTS............................................................ 123
4.5 EMPLOYEESTOCKOPTIONS........................................................................................ 124
4.5.1 Issuance of Employee Stock Options (ESO) ................................................. 124
4.5.2 Issuance of New Restricted Employee Shares ............................................... 126
4.6 MERGER ANDACQUISITIONS ORTRANSFERS OF OTHERFINANCIALINSTITUTIONS..... 129
4.6.1 Merger/Acquisitions or Transfers of Other Financial Institution Carried
Out in the Current Year .................................................................................. 129
4.6.2 Status of Mergers/Acquisitions or Transfers of Other Financial
Institutions in the Past Five Years .................................................................. 129
4.6.3 Implementation Status of New Share Issuance in Connection with
Mergers and Acquisitions or Transfers of Other Financial Institutions
Approved by the Board and Information Regarding Merged or Acquired
Institutions ...................................................................................................... 130
4.7 IMPLEMENTATION OF THECAPITALUTILIZATIONPLANS............................................. 130
4.7.1 The Plan ......................................................................................................... 130

4

4.7.2 Implementation .............................................................................................. 130
V. OPERATIONS OVERVIEW ............................................................................................ 131
5.1 BUSINESSACTIVITIES.................................................................................................. 131
5.1.1 Business Scope ............................................................................................... 131
5.1.2 Business Plan for 2017 ................................................................................... 137
5.1.3 Industry Overview .......................................................................................... 139
5.1.4 Research and Development ............................................................................ 147
5.1.5 Short and Long Term Business Development Plans ...................................... 151
5.2 CROSS-SELLING ANDJOINTMARKETING.................................................................... 154
5.3 MARKET ANDSALESOVERVIEW................................................................................. 155
5.4 EMPLOYEEPROFILE.................................................................................................... 168
5.4.1 Employee profile (population, years of service, age and highest
educational attainment) for the last two years and before the printing date
of the Report ................................................................................................... 168
5.4.2 Education and Training for Employees in 2015 ............................................. 172
5.5 CORPORATESOCIALRESPONSIBILITY ANDCODE OFCONDUCT................................... 172
5.5.1 China Development Financial Holdings ........................................................ 173
5.5.2 CDIB Capital Group (formerly CDIB) & CDIB Education and Cultural
Affairs Foundation ......................................................................................... 180
5.5.3 KGI Bank ....................................................................................................... 183
5.5.4 KGI Charity Foundation ................................................................................ 185
5.6 NON-EXECUTIVE EMPLOYEES,ANNUAL EMPLOYEE WELFARE COSTS AND THE
DIFFERENCE FROM THE PREVIOUS YEAR...................................................................... 187
5.7 INFORMATIONTECHNOLOGYFACILITIES..................................................................... 187
5.7.1 Software and hardware configurations and maintenance ............................... 187
5.7.2 Future development or procurement plans ..................................................... 188
5.7.3 Emergency backup and security measures ..................................................... 189
5.8 LABORRELATIONS...................................................................................................... 190
5.8.1 Employee Welfare, Retirement Policy and Implementation; Agreements
between Labor and Management, Measures for Securing Employees'
Benefits and Implementation ......................................................................... 190
5.8.2 Losses arising as a result of employment disputes in the recent year up till
the publication date of this annual report; disclose current and possible
losses and any responsive actions taken; state reasons in cases where
losses can not be reasonably estimated .......................................................... 191
5.8.3 Working environment and employee safety measures ................................... 191
5.9 MATERIALCONTRACTS............................................................................................... 193
VI. FINANCIAL OVERVIEW ................................................................................................ 194
6.1 FIVE-YEARFINANCIALSUMMARY.............................................................................. 194
6.1.1 Consolidated Condensed Balance Sheet ........................................................ 194
6.1.2 Unconsolidated Condensed Balance Sheet .................................................... 197
6.1.3 Consolidated Condensed Statement of Comprehensive Income ................... 199
6.1.4 Unconsolidated Condensed Statement of Comprehensive Income ............... 201
6.1.5 Auditors’ Opinions from 2012 to 2016 .......................................................... 202
6.2 FIVE-YEARFINANCIALANALYSIS............................................................................... 203
6.2.1 Consolidated Financial Analysis – Based on IFRS ........................................ 203
6.2.2 Unconsolidated Financial Analysis – Based on IFRS .................................... 206
6.2.3 Consolidated Financial Analysis – Based on ROC GAAP ............................ 209
6.2.4 Unconsolidated Financial Analysis – Based on ROC GAAP ........................ 211
6.3 AUDITCOMMITTEE’SREPORT FOR THEMOSTRECENTYEAR..................................... 213

5

6.4 FINANCIALSTATEMENTS FOR THEYEARSENDEDDECEMBER31, 2016AND2015,
ANDINDEPENDENTAUDITORS’ REPORT...................................................................... 214
6.5 ANY FINANCIAL DISTRESS EXPERIENCED BY THE COMPANY OR ITS AFFILIATED
ENTERPRISES AND IMPACT ON THE COMPANY'S FINANCIAL STATUS,IN THE LATEST
YEAR UP TILL THE PUBLICATION DATE OF THIS ANNUAL REPORT: ................................. 415
VII. REVIEW OF FINANCIAL CONDITIONS, FINANCIAL PERFORMANCE, AND
RISK MANAGEMENT ............................................................................................................... 416
7.1 ANALYSIS OFFINANCIALSTATUS................................................................................ 416
7.2 ANALYSIS OFFINANCIALPERFORMANCE.................................................................... 418
7.3 ANALYSIS OFCASHFLOW........................................................................................... 419
7.3.1 Remedy for Cash Deficit and Liquidity Analysis .......................................... 419
7.3.2 Improvement plan of Illiquidity ..................................................................... 419
7.3.3 Cash Flow Analysis for the Coming Year ...................................................... 419
7.4 MAJORCAPITALEXPENDITUREITEMS........................................................................ 419
7.5 INVESTMENT POLICIES IN THE LAST YEAR;DESCRIBE ANY CAUSES OF PROFIT OR
LOSS,IMPROVEMENT PLANS,AND INVESTMENT PLANS FOR THE NEXT YEAR................ 420
7.5.1 Investment policy in the most recent year ...................................................... 420
7.5.2 Causes of profit and improvement plans ........................................................ 420
7.5.3 Investment plans for the coming year ............................................................ 422
7.6 EVALUATION OF RISK MANAGEMENT PRACTICES,ON A CONSOLIDATED BASIS,FOR
THE LAST YEAR UP TILL THE PUBLICATION DATE OF THIS ANNUAL REPORT................... 423
7.6.1 Risk management framework and policies of the financial holding
company and its subsidiaries .......................................................................... 423
7.6.2 Methods adopted by the financial holding company and its subsidiaries
for the assessment and control of risks, and disclosure of quantified risk
exposures ........................................................................................................ 425
7.6.3 Financial impacts and responsive measures in the event of changes in
local and foreign regulations .......................................................................... 431
7.6.4 Financial impacts and responsive measures in the event of technological
or industrial changes ...................................................................................... 432
7.6.5 Impacts and responsive measures in the event of change in corporate
image of the financial holding company and subsidiaries ............................. 433
7.6.6 Expected benefits, risks and responsive measures of planned mergers or
acquisitions ..................................................................................................... 433
7.6.7 Risks and responsive measures associated with concentration of business
activities ......................................................................................................... 433
7.6.8 Impacts, risks and responsive measures following a major transfer of
shareholding by directors, supervisors, or shareholders with more than 1%
ownership interest .......................................................................................... 434
7.6.9 Impacts, risks and responsive measures associated with a change of
management ................................................................................................... 434
7.6.10 Litigation and non-contentious cases ............................................................. 434
7.6.11 Other key risks and responsive measures ....................................................... 437
7.7 RISKMANAGEMENT ANDRESPONSEMECHANISM...................................................... 438
7.8 OTHERMAJOREVENTS............................................................................................... 438
VIII. SPECIAL DISCLOSURE .................................................................................................. 439
8.1 SUMMARY OFAFFILIATEDCOMPANIES........................................................................ 439
8.1.1 Organizational Chart ...................................................................................... 439
8.1.2 Backgrounds of affiliated enterprises ............................................................. 444

6

  • 8.1.3 Common Shareholders among Controlling and Controlled Entities.............. 451

  • 8.1.4 Backgrounds of directors, supervisors and presidents of affiliated enterprises: as of the publication date of annual report. Unit: shares; ........... 451

  • 8.1.5 Performance of affiliated enterprises: ............................................................ 462

  • 8.2 ANY PRIVATE PLACEMENT OF SECURITIES IN THE RECENT YEARS UP TO THE PUBLICATION OF THIS ANNUAL REPORT ........................................................................ 467

  • 8.3 THE SHARES IN THE FINANCIAL HOLDING COMPANY HELD OR DISPOSED OF BY SUBSIDIARIES IN THE RECENT YEARS UP TO THE PUBLICATION OF THIS ANNUAL REPORT. ....................................................................................................................... 467

  • 8.4 OTHER IMPORTANT SUPPLEMENTARY INFORMATION .................................................... 468 8.4.1 Events occurred in the previous year or up to the publication of this annual report, which significantly affect shareholders' equity or price of shares pursuant to Paragraph 2.3 of Article 36 of the Securities and Exchange Act ................................................................................................. 468

7

I. Letter to Shareholders

In 2016, the world economy began a slow recovery, with markets consolidating in an effort to stabilize. Among major economies, the US realized decent gains, achieving solid growth in the job and housing markets and steadily increased private spending, which provided a foundation for the Federal Reserve’s roadmap for interest rate hikes. With a more relaxed policy environment, the Eurozone was resilient amid post-Brexit political and market turmoil. China continued rolling out stimulus programs in an effort to expedite industry transformation and economic structural reform. In 2016, Taiwan’s GDP growth advanced to 1.5% amid a global recovery. According to Taiwan Securities Association, aggregate TWSE and TPEx daily turnover averaged NT$98.7 billion in 2016, representing a 14.5% decrease over 2015. The Taiex opened at 8,338 last year and closed at 9,253, representing a yearly gain of 10.98%.

CDF continues to focus on its three core businesses, including commercial banking (KGI Bank), securities (KGI Securities) and private equity/venture capital investment (CDIB Capital Group) with the most completed lineup of financial services and products. However, due to ongoing international political and economic upheaval and market uncertainty, financial markets experienced varying levels of volatility in 2016, which created a challenging environment for trade across markets. Under these circumstances, shrinking turnover in a FINI-dominated Taiex dampened local brokerage performance and hindered asset monetization plans of principal investment. Meanwhile, the commercial banking unit yielded lower net profit due to intensifying pricing competition among peers on lending margins, and due to pressure to adjust credit mix catering to China’s structural economic slowdown. In an overall unfavorable business environment, the Company delivered consolidated net profit of NT$5.99 billion (non-controlling interests of NT$64 million included) in 2016, for EPS of NT$0.40, and consolidated return on equity (ROE) of 3.57%. Below is an outline of 2016 highlights and strategies for the Company’s core business units.

1. KGI Bank (Commercial Banking)

In response to the financial world’s changing landscape and to leverage resources within the Company, KGI Bank established the Retail Banking Group that specializes in providing clients with a customized experience. KGI Bnak’s financial services include the following: (1) Corporate banking – KGI Bank delivers each customer a “total solution”, ensuring each client’s needs are itemized and assigned to the appropriate people that specialize in appropriate solutions. This segment continues to enhance cash management and trade finance businesses, along with trading products, strengthening relations with key corporate customers to take command of the structured finance business. It continues to adjust revenue and clientele mix, while developing wealth management business with corporate clients and individual business owners to leverage

8

cross-selling synergy and expedite the diversification of asset allocation. (2) Global markets – With a focus on prudent risk control and hedging strategies, KGI Bank strives to optimize asset allocation and deliver consistent returns by scaling its medium- to long-term positions in domestic and foreign bonds and stocks. It maintains close relations with multiple channels to access corporate clients, entrepreneurs, and professional investors to market financial products and offer wealth and asset management services. (3) Consumer banking – KGI Bank offers a wide spectrum of mortgage and loan solutions to suit every individual and premium corporate customers’ special financing needs. It also completely revamped its credit card product line to boost per-card spending. KGI Bank continues to blend digital technologies into services as it rigorously pursues retailers to grow its merchant acquiring service network and provides attractive offers as incentives to boost transactions among young generation users. (4) Wealth management – This segment primarily cultivates in-depth relationships with target clientele, which it engages via a nationwide network of branches. The division aims to expand its customer base through the transfer of stock settlements accounts, courtesy of KGI Securities, and the development of employee payroll accounts. KGI Bank aims to enrich its product range and leverage expertise from the research department to offer analysis of global financial market trends and forecasts to help clients effectively manage asset allocation. (5) Digital banking – This segment optimizes KGI Bank’s digital channels, upgrading its transfer, forex and other online transaction services, as well as its mobile banking platform. In addition, the division aims to create an online ecosystem built around FinTech services, and is supported by a good variety of transaction protocol standards, covering cash management, electronic payment, billing and merchant acquiring services. Furthermore, the division is also committed to an internal payment platform infrastructure plan to expedite KGI Bank’s rollout of electronic wallet and e-commerce ecosystem apps Love Pay and Living Circle, designed to provide mobile users with a secure and convenient transaction experience.

2. KGI Securities (Brokerage)

With retail investors increasingly stranded on the sidelines and FINI growing in dominance over the last few years, the liquidity structure of the Taiex has fundamentally changed. In a challenging marketplace characterized by sluggish daily trading and declining margin loan balance, KGI Securities has managed to maintain its leading position and competitive edge across the board. At the bond underwriting and investment banking divisions, KGI Securities has delivered solid growth while demonstrating outstanding professionalism in pre-listing advisory and topping peers in all business rankings. It has also gained a foothold in the TPEx trading board of international bonds in the global marketplace, and improved its reputation as a professional underwriter for US dollar-denominated European bond issuance. Amid intensifying competition, KGI Securities also managed to secure the second largest market share as underwriter of foreign bonds issued on the international bonds board last year, while remaining active in wealth management, providing customers with more competitive financial services through

9

identification of investment needs, risk profiling and a diversified product mix. With regard to KGI Securities’ overseas deployment, the Singapore subsidiaries have delivered steady business growth, with the futures unit continuing to gain new clients and the brokerage house greatly enhancing average margin loan balance. In July of 2016, KGI Securities and Hong Kong subsidiary KGI Asia Limited signed an MOU with Korea’s Samsung Securities to further expand their brokerage footprints on the international stage. Going forward, KGI Asia Limited will serve as the integral platform committed to advancing overseas strategies and expediting link-ups between the Greater China and ASEAN regions and interactions among the Hong Kong, Singapore, Thailand and Indonesia markets.

3. CDIB Capital Group (Private Equity / Venture Capital Investment)

Despite overall gains across local and foreign stock markets, performances among sectors were a mixed bag in 2016 due to volatility. A number of postponed IPOs also undermined portfolio returns and valuations of the principal investment business. On the other hand, the fundraising and management business saw visible progress. Total investment of five funds, including CDIB Capital Creative Industries Ltd., CDIB Capital Healthcare Ventures Ltd., CDIB Private Equity (Fujian) Enterprise (L.P.), CDIB Yida Private Equity (Kunshan) Enterprise (L.P.) and Asia Partners L.P. (a USD-denominated private equity fund) reached NT$14.0 billion as of end-2016. As for fundraising progress for newly launched funds, Alibaba Taiwan Entrepreneurs, a commitment of US$100 million, was established in 2Q16 with Alibaba Group. In addition, the establishment of CDIB Capital Innovation Accelerator Co. Ltd. with fund size of NT$750 million has been completed in March 2017. Meanwhile, CDIB Capital Growth Partners L.P is anticipated to be completed in 1H 2017 and the new renminbi- and dollar-denominated funds will also be raised. Therefore, total AUM is expected to rise further along with internal rate of return (IRR) in 2017.

In terms of credit ratings, in November 2016, Taiwan Ratings Corp. gave CDF a long-term rating of “twA+,” a short-term rating of “twA-1,” and a “Stable” outlook. These ratings were in recognition of the group’s strong capital, robust foundation in the business of banking and securities, and well-diversified business portfolio.

In 2017, the new US administration’s trade policy has increased global uncertainties, though its pro-growth sentiment is deemed a catalyst of domestic hiring, spending and capex, which would be a major boost to global supply chain growth. We project Taiwan’s economic growth rate to advance to 2% in 2017, buoyed by foreign demand and stimulus packages. Some key risks to monitor include the rate of slowdown in China and a shift to protectionism by the US. In response to the challenges thrown up by a changing market landscape, KGI Bank will strengthen its IT infrastructure to tap into FinTech opportunities. It is seeking to expand its customer base

10

through perfection of its product scope. Leveraging an e-commerce platform, it is committed to scaling up operations with a niche Asia-Pacific commercial-banking business model. KGI Securities, meanwhile, will focus on implementing cost control mechanisms as it fully transforms into a wealth management-oriented business, pursuing overseas profit growth. By optimizing resource efficiencies, KGI Securities will strive to become the most competitive investment bank in Taiwan. Formerly known as CDIB, the venture capital entity has transformed its business under guidelines of CDF’s strategic roadmap and national policy, and reincorporated as CDIB Capital Group on March 15, 2017, realigning its core business with capital sourcing and management of private equity (PE) and venture capital (VC) funds. It aspires to become a distinguished PE/VC manager within the Asia-Pacific by leveraging the team efforts of the group’s talents.

All told, in today’s rapidly changing marketplace, the Group’s overriding goal is keeping core operations on a solid footing. Our employees will continue to provide customers with highly professional, differentiated services with dedication and passion. And together, we will move steadily toward our shared vision of becoming the most distinguished financial group in the Greater China region.

Best regards

Chairman | Chia-Juch Chang

President | Daw-Yi Hsu

11

II. Company Profile

2.1 Date of Incorporation

2.1.1 China Development Financial Holding Corporation (CDF, or “The Company”)

Established and operated on 28 December, 2001

2.1.2 Subsidiaries

  • (1) CDIB Capital Group (CDIB Capital), formerly China Development Industrial Bank :

Established and operated on 14 May, 1959

  • (2) KGI Securities (KGIS) :

Established on 14 September, 1988 and started operation on 10 December, 1988

  • (3) KGI Bank (KGIB) :

Established on 13 August, 1991 and started operation on 12 February, 1992

2.2 Company History

On June 20, 2001, at a shareholders’ meeting convened by China Development Industrial Bank (now CDIB Capital Group), the resolution of establishing the entity of China Development Financial (CDF) via share swap was approved. The approval of the competent authorities came later on November 28, 2011 and the legal establishment of CDF was formally enacted a month later on December 28, when CDF also launched its IPO on TWSE. CDF provides direct investment, corporate banking, global market and securities brokerage services and leads in direct investment in Taiwan.

CDIB Capital Group, formerly China Development Corporation and later China Development Industrial Bank, was the first private development-oriented financial institution in Taiwan. It was established in 1959 through the coordinating efforts of the Economic Stabilization Committee of the Executive Yuan, the World Bank and private funding. In 1999, it was restructured to become an industrial bank. In its more than 50 years of existence, CDIB Capital Group has concentrated on the principal investment and corporate banking businesses. It has invested in and provided services to domestic and overseas clients in over 100 industries, and it continues to play a critical role in Taiwan's venture capital market. Since the board was reshuffled in 2004, various internal structural adjustments have been made and reforms implemented, designed to fine-tune the bank’s asset quality, strengthen its financial structure, and increase its transparency. These improvements have all contributed to making investment reflect market value and to ensuring the quality of the bank’s outstanding credit. Meanwhile, CDF has stood by its founding principles of recruiting only the best-qualified professionals, utilizing

12

extensive experience, know-how and teamwork to push the business forward. Moreover, CDF had further expanded its business area to direct investment, corporate banking, and global markets in order to enrich its operating coverage. On May 1, 2015, CDIB’s corporate banking and financial market operations were transferred to KGI Bank. Upon completion of this transfer, CDIB aimed to fully focus on its venture capital and private equity fund businesses in Taiwan, mainland China, and the Asia-Pacific region, with a view to increasing fee revenue. It also proactively engages with the group's restructuring plan to gradually dispose of investment positions and enlarge the size of managed equity funds, it was then renamed to CDIB Capital Group upon the business transformation on March 15, 2017 and aims to become a leading private equity fund manager in the Asia-Pacific region.

As a subsidiary, KGI Bank (formerly Cosmos Bank) began operations in 1992 and has focused its energies on extending financial services to manufacturers, corporates and the general public. CDF resolved to conduct a share swap with Cosmos Bank at a board meeting on February 10, 2014 and during an extraordinary shareholders’ meeting on April 8, 2014. Cosmos Bank became a 100%-owned subsidiary under CDF on September 15, 2014 and was renamed KGI Bank in January 2015. The merger was undertaken in order to strengthen operations and the synergies of financial products and services, as well as to expand into diverse marketing strategies.

KGI Bank’s operations span the deposits/lending, wealth management, consumer banking, corporate banking, global markets, and foreign exchange transaction business. As a new member of CDF Group, KGI Bank will leverage the existing advantages of its financial businesses, utilize the abundant resources of CDF, and combine its strong corporate client relations with the market advantages of KGI Securities to aggressively develop more innovative, cutting-edge financial services. Also, to keep abreast of digital-era trends, the bank has set up a digital finance department, integrated virtual and physical channels and introduced digital financial products. It will provide SMEs clients with all-scale financial services, includes cross-border trading, trade finance, and TMU services. These efforts are ultimately aimed at creating a brand new e-commerce platform.

Supported by CDF’s strong capital presence, KGI Bank will be able to wield more resources with a view to more thoroughly implementing its two-pronged strategy of cross-selling and utilizing capital for profits. This dual strategy is designed to quickly strengthen the bank’s market competitiveness, expand its global business network, enhance its international profile, and win over more clients.

KGI Securities began operations in 1988 and is among the leading brokerages house in Taiwan. KGI Securities’ business focuses are on: stock/future brokerage, stock/future proprietary trading, underwriting and futures introducing brokerage. Over the years, KGI Securities has conducted multiple M&A activities and branch expansions. In December 2009, it acquired Taishin Securities and became the second largest brokerage firm in Taiwan. Aimed to expand its stock brokerage business scale, CDF obtained shares of KGI Securities via

13

open-market purchases and stock swaps. On January 18, 2013, KGI Securities became a wholly-owned subsidiary. Later on June 22, 2013, KGI Securities merged with CDF’s subsidiary Grand Cathay Securities, with KGI Securities being the surviving entity. This furthering of business integration will serve to strengthen the position of KGI Securities as a leading brokerage in Taiwan’s investment banking, bond, and innovative financial products markets.

Going forward, KGI Securities plans to combine CDIB Capital Group’s leadership in venture capital and private equity investment and CDF’s abundant financial resources to continue its efforts to build the brokerage, bond, investment banking and innovative financial products businesses. This, ultimately, will forward its goal of becoming a standout, all-around brokerage firm in the Greater China region.

14

Accolades (last 3 years)

2014

BSI, BS10012:2009 Specification for a Personal Information Management System

FinanceAsia, Best Taiwan DCM House

FinanceAsia Country Awards, Best Taiwan Investment Bank, Best Taiwan DCM, Best Taiwan ECM

GreTai Securities Market, Bond Trading (Ranked #1), and Bond Issue (Ranked #2), Golden Laureate Award

GreTai Securities Market, Listing Advisory Service (Ranked #1), and Emerging Stock Market Making (Ranked #2), Golden Laureate Award

GreTai Securities Market, OTC Derivatives Transaction Volume (Ranked #1), and Number of New Issues of Warrants (Ranked #3), Golden Laureate Award

GreTai Securities Market, Brokerage (Ranked #2), Golden Laureate Award

Taiwan Central Bank, Best Government Bond Dealer

The Asset, Best Bond House in Taiwan

TWSE, SPO Fund-raising (Ranked #1)

TWSE, Total Value of Warrant Transactions (Ranked #2), and Number of Warrants Issued (Ranked #3)

2015

FinanceAsia, Best Taiwan DCM House

The Asset, Best Bond House in Taiwan

The Asset, Asian Currency Bond Benchmark Survey, Leading Bank in Taiwan Dollar Government Bonds (Ranked #1)

The Asset, Asian Currency Bond Benchmark Survey, Top Bank in the Secondary Market for Corporate Bonds (Ranked #1)

Euromoney, Awards for Excellence, Best Investment Bank in Taiwan

Asiamoney, Best Foreign and Local Brokerages in Taiwan Research (Ranked #3)

TWSE, SPO Fund-raising (Ranked #1)

TWSE, Securities Dealers ETF Trading Contest, Distinguished Contribution Award

TWSE, Best Warrant Market Maker in Taiwan

Taipei Exchange, Best Government Bond Market Maker

Taiwan Future Exchange, Futures Trading Diamond Awards, Outstanding Contribution by Introducing Brokers, Outstanding Contribution by Futures Proprietary Merchants, and

15

Performance Excellence by RHF Market Makers

Wealth Magazine, Consumer Financial Services and Financial Holdings CSR Awards, Best Brokerage Brand (Ranked #2), and Best Brokerage Services

Business Today Wealth Management Review, Best Service (Ranked #1), and Best Wealth Management for Securities Houses, Best Sales Team, Best Product, and Best Digital Development (Ranked #2)

Financial Information Service Co., Outstanding Bank in Promotion of Virtual Cash Flow Business

TAIFEX Futures Trading Diamond Awards, Growth in Trading Volume for Banks (Ranked #2)

ISO 14001: 2015 Environmental Management Certification by BSI

2016

BSI, ISO/IEC 27001: 2013 Specification for Information Security Management

Business Today, Wealth Management Award, Best Wealth Management for Securities Houses and Best Sales Team

FinanceAsia’s 20th Anniversary Platinum Awards, Best Domestic Bond House

Financial Information Service Co., Best Virtual Cash Flow Business Innovation

MasterCard’s Best Mobile Innovation of the Year 2016

TAIFEX Futures Trading Diamond Awards, for

  • -- Trading Volume for Banks (Ranked #1)

  • -- Growth in Trading Volume for Banks (Ranked #1)

Taipei Exchange, Recommending TPEX- and Emerging Stock Market-listed Companies (Ranked #3)

Taipei Exchange, Best Government Bond Market Maker

The Asset Triple A Country Awards, Best Bond House – Domestic

The Asset Benchmark Research Awards, Top Banks of Asian Currency Bonds

Top Banks in the Secondary Market in Asian Currency Bonds – Government Bonds (Ranked #1)

Top Banks in the Secondary Market in Asian Currency Bonds – Corporate Bonds (Ranked #3)

TWSE, Stock Float (Ranked #1), IPO Fund-Raising (Ranked #1), IPO Market Value (Ranked #2), and Average Daily Turnover (Ranked #2)

TWSE, Securities Dealers ETF Trading Contest, Distinguished Contribution Award (Ranked #1 & #2)

TWSE, Top Warrant Issuer, Total Value of Warrant Transactions (Ranked #2)

Wealth Magazine, Taiwan Financial Award, Best Brokerage Services

Wealth Magazine, Wealth Management Award, Best Brokerage Services

16

III. Corporate Governance Report

3.1 Organization

3.1.1 Organization and responsibilities of key departments

A. Organization chart of CDF

==> picture [497 x 413] intentionally omitted <==

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

Board of Directors
Chairman / Vice
Chairman
Audit Committee
Secretariat, Board
of Directors
Remuneration
Committee
Internal Audit Dept.
CSR Committee
President
Risk Management
Committee
Financial Services Dept. FinTech & New Research Dept. Planning Dept. Corporate Strategy & Risk Management Dept. Legal Dept. Finance Dept. Compliance Dept. Human Resources Dept. Technology Dept. Operations &
----- End of picture text -----

17

南資 君總怡副深 昭深資陳 如總副 紹副深樑劉資 總 周總副深慧資黃珠 政總核稽深楊資 良總副組織董事董木事陳經總仲辜 圖會長在理德董邱事馨子副深資蕭昂 秘處會書總總副深 資 總副德深邱資馨 深邱資 總副德馨(代) 顧深蓓資 總副 理協娟楊秀

B. Functions of Key departments

Secretariat, Board of
Directors
Secretarial duties for the Board of Directors, Audit
Committee and other functional committees under the Board
of Directors; handling stock-related matters
Internal Audit
Department
Responsible for matters relating to business audits and
internal controls
FinTech & New
Financial Services Dept.
The development of digital finance strategy, the Big Data
analysis and financial technology investment projects
Research Department Corporate credit checking, industry research,
macroeconomic research
Corporate Strategy and
Planning Department
Strategic planning, administration of subsidiaries, investor
relations, media and general shareholder relations,
sponsorship of charitable activities and material
information disclosure
Risk Management
Department
Managing risk, including credit risk, market risk and
operational risk
Legal Department Responsible for handling all legal related issues
Finance Department Financial management, capital management, and performance
management; handling of all accounting-related matters
Compliance
Department
Planning, administration and execution of compliance
policy
Human Resources
Department
Human resource management, employee relations and matters
relating to the Remuneration Committee
Operations and
Technology Department
General affairs, IT and operations

18

C. Primary duties of functional committees

1. Audit Committee

The Audit Committee consists of all independent directors of CDF. The powers of the Committee are as follows:

The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act;

Assessment of the effectiveness of the internal control system;

The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others;

Matters in which a director is an interested party;

Asset transactions or derivatives trading of a material nature;

The offering, issuance, or private placement of equity-type securities;

The hiring or dismissal of a certified public accountant, or their compensation;

The appointment or discharge of a financial, accounting, or internal audit officer;

Annual and semi-annual financial reports; and

Other material matters as may be required by this Corporation or by the competent authority.

2. Remuneration Committee

The Remuneration Committee consists of all independent directors. Its duties are:

Establishing and periodically reviewing the policy, system, standards and structure of the performance evaluation and remuneration of directors (including the chairman and vice chairman) and management members;

Periodically assessing and setting the remuneration contents and structure of directors (including the chairman and vice chairman) and management members; and

Deciding on matters assigned by the Board of Directors.

With the exception of matters assigned by the Board of Directors and regulations and rules approved by the Board of Directors, which may be implemented after the Remuneration Committee gives its approval, all decisions made by the Committee must be sent to the Board of Directors for discussion.

3. CSR Committee

CDF has established a CSR Committee, which reports to the Board of Directors, in order to proactively participate in public affairs, promote the balance between the economy,

19

society and environment, and implement corporate social responsibility policies with a view to corporate sustainability. The Committee has the following duties:

Determining the annual corporate social responsibility plan and strategy;

Determining corporate social responsibility projects and activity plans;

Tracking and reviewing the execution results of the annual corporate social responsibility plan, strategy and activities;

Reviewing and approving the corporate social responsibility report; and

Determining other matters relating to corporate social responsibility and public affairs participation as assigned by the Board of Directors.

The Committee shall convent at least two meetings per year and shall meet at any time if necessary

4. Risk Management Committee

The Risk Management Committee was established in order to ensure the consistency, appropriateness, stability and transparency of the risk management mechanisms of CDF and its subsidiaries by integrating, planning, overseeing and managing the various risk areas of CDF and its subsidiaries. The duties of the Committee are:

Fostering a risk-management oriented culture within CDF; deepening and expanding risk management; and boosting the effectiveness of risk management;

Reviewing the risk management framework via the procedures of identifying, assessing, monitoring, reporting and responding to risks, including key risks such as market, credit and operational risks; establishing a top-down, cross-firm and cross-business risk management and reporting regime to effectively manage risk;

Supervising the establishment of the risk management framework; overseeing the execution of overall risk management practice;

Periodically reviewing the risk management reports of CDF and its subsidiaries, including reports on market, credit, operational, interest rate and liquidity risks, in order to evaluate whether the risks undertaken by CDF and its subsidiaries are within the established risk tolerance, and to assess the implementation of the risk management system. In addition, the Committee periodically reviews and analyzes, from the financial holding company’s overall perspective, various risk-concentration situations at CDF and its subsidiaries; and

Periodically reporting to the Board of Directors of CDF the execution of risk management by CDF and its subsidiaries, as well as proposals for improvement. In the event of a major risk event, the Committee shall ensure that all subsidiaries adopt appropriate measures and report to the Board of Directors of CDF.

20

3.1.2 Organizational Chart

Date: December 31, 2016

==> picture [267 x 554] intentionally omitted <==

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

CDIB Capital Group
(formerly CDIB)
(Note1)
Shares: 2,060,399 thousand shares
Percentage of Ownership: 100%
Amount: 62,492,229 thousands
KGI Bank
Shares: 4,606,162 thousand shares
Percentage of Ownership: 100%
Amount: 58,737,133 thousands
KGI Securities Co.,
Ltd. (Note 2)
Shares: 3,498,812 thousand shares
Percentage of Ownership: 100%
Amount: 52,868,965 thousands
Others (Note 3)
----- End of picture text -----

==> picture [308 x 481] intentionally omitted <==

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

China Development Financial
Holding Co., Ltd.
Note1 :
The CDFH’s 20,646 thousand shares held by CDIB
(renamed as CDIB Capital Group on March 15, 2016)
were treated as treasury stock and recognized book value
on the swap date.
Note2 :
The CDFH’s 302,586 thousand shares held
by KGIS were treated as treasury stock and
calculated at CDFH’s stock holding
percentage of book value on the completion
day of acquisition and share swap date
respectively.
Note3 :
The other companies are the entities in which
CDFH holds more than 50% it’s outstanding
Voting shares or capital stock, or otherwise
has the direct or indirect power to elect or
designate the majority of its directors.
For more detail information, please refer to
8.1 Summary of Affiliated Companies.
----- End of picture text -----

Note1

The CDFH’s 20,646 thousand shares held by CDIB (renamed as CDIB Capital Group on March 15, 2016) were treated as treasury stock and recognized book value on the swap date.

Note2

The CDFH’s 302,586 thousand shares held by KGIS were treated as treasury stock and calculated at CDFH’s stock holding percentage of book value on the completion day of acquisition and share swap date respectively.

Note3

The other companies are the entities in which CDFH holds more than 50% it’s outstanding Voting shares or capital stock, or otherwise has the direct or indirect power to elect or designate the majority of its directors. For more detail information, please refer to 8.1 Summary of Affiliated Companies.

21

3.2 Directors, President, Executive Vice Presidents, Vice President and Management Team

3.2.1 Directors

3.2.1 Directors 3.2.1 Directors 3.2.1 Directors 3.2.1 Directors 3.2.1 Directors 3.2.1 Directors 3.2.1 Directors
March 31,2017
Title Nationality
/ Country of
Origin
Name Gender Date
Elected
Term
(Years)
Date
First
Elected
Shareholding when
Elected
Current Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Position Executives, Directors or
Supervisors who are spouses
or within two degrees of
kinship
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Chairman R.O.C Kai Don
Investment Co.,
Ltd.
- 05/16/
2016
3 04/05/
2004
900,611 0.01 900,611 0.01 0 0 0 0 Ph.D., Purdue University,
U.S.A.; MINISTRY OF
ECONOMIC AFFAIRS
Minister
Chairman, CDIB Capital Group None None None
Representative
Chia-Juch Chang
M 05/16/
2016
3 07/01/
2006
(Note1)
403,992 0 733,992 0 0 0 0 0
Director R.O.C Shin Wen
Investment Co., Ltd
- 05/16/
2016
3 06/15/
2007
650,252,192 4.30 650,252,192 4.34 0 0 0 0 B.A. in Economics, National
Taiwan University;
President, First Commercial
Bank
Director, KGI Bank;
Independent Director, TCI CO., LTD
None None None
Representative
Long-I Liao
M 05/16/
2016
3 07/01/
2006
0 0 0 0 0 0 0 0
Independent
Director
R.O.C Ching-Yen Tsay M 05/16/
2016
3 06/15/
2007
0 0 0 0 0 0 0 0 Ph.D., University of Utah,
U.S.A.; Compal Electronic,
INC group senior advisor
Independent Director / Managing
Director, CDIB Capital Group
None None None
Director R.O.C Chi Jie Investment
Co., Ltd.
- 05/16/
2016
3 04/05/
2004
12,109,973 0.01 12,109,973 0.08 0 0 0 0 M.B.A., The George
Washington University,
Washington, D.C., U.S.A.;
Director General, Insurance
Bureau of Financial
Supervisory Commission
Chairman, KGI Bank; None None None
Representative
Mark Wei
M 05/16/
2016
3 06/19/
2013
0 0.08 0 0 110,000 0.00 0 0
Director R.O.C Chi Jie Investment
Co., Ltd.
- 05/16/
2016
3 04/05/
2004
917,249 0.01 917,249 0.01 0 0 0 0 M.B.A., Harvard University;
MS, Massachusetts Institute
of Technology
President and Director,
China Development
Financial Holdings Corp.
President and Director,
CDIB Capital Group
Partner & CEO of Greater China, KKR
Asia Limited
Director, CDIB Capital Group
None None None
Representative
Paul Yang
M 06/13/
2013
3 05/04/
2009
17,133,454 0.11 20,961,956 0.14 0 0 0 0
Director R.O.C Shin Wen
Investment Co.,
Ltd.
- 05/16/
2016
3 06/15/
2007
650,252,192 4.30 650,252,192 4.34 0 0 0 0 B.A. in Business
Administration, University
of Washington, U.S.A.;
Director, Singapore
Transmarco Limited
Director, Lee Kim Yew(Pte) Ltd.;
Director, Lee Kim Yew (Trading) Pte.
Ltd.;
Director, Lee Kim Yew (Property) Pte.
Ltd.
None None None
Singapore Representative
Howe Yong Lee
M 05/16/
2016
3 06/18/
2010
(Note2)
1,969,234 0.01 1,969,234 0.01 0 0 0 0
Director R.O.C Bank of Taiwan - 05/16/
2016
3 12/28/
2001
205,999,742
(Note5)
1.36 286,941,073 1.92 0 0 0 0 Ph.D. in Economics, Georgia
State University, U.S.A.;
SVP & General Manager,
Department of Credit
Analysis, Bank of Taiwan;
Board member, Auditing
Committee, Bank of Taiwan
SVP & General Manager, Department of
Economic Research, Bank of Taiwan
None None None
Representative
Shing-Shiang Ou
M 05/16/
2016
3 12/28/
2001
(Note4)
0 0 0 0 0 0 0 0

22

Title Nationality
/ Country of
Origin
Name Gender
Date
Elected
Term
(Years)
Date
First
Elected
Shareholding when
Elected
Shareholding when
Elected
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Position Executives, Directors or
Supervisors who are spouses
or within two degrees of
kinship
Executives, Directors or
Supervisors who are spouses
or within two degrees of
kinship
Executives, Directors or
Supervisors who are spouses
or within two degrees of
kinship
Shares (%) Shares (%) Shares (%) Shares (%) Title Name Relation
Independent
Director
R.O.C Gilbert T.C. Bao M 05/16/
2016
3 04/05/
2004
0 0 0 0 0 0 0 0 B.A.in Economics,
University of Southern
California, U.S.A.;
Chairperson, Taiwan
Man-Made Fiber Industries
Association
Independent Director, CDIB Capital
Group
Chairman, Chung Shing Textile Co.,
Ltd.;
None None None
Independent
Director
R.O.C Hsiou-Wei Lin M 05/16/
2016
3 05/16/
2016
0 0 0 0 26,000 0 0 0 PhD in Business, Stanford
University, U.S.A.;
Independent Director, MStar
Semiconductor, Inc.
Distinguished Professor and Dean of
Management College, Tunghai
University;
Professor, Dept. of International
Business National Taiwan University;
Independent Director,KGI Bank

Note 1 ︰ Was not acting as director between February 17, 2013 and October 26, 2014

Note 2 ︰ Was not acting as director between June 25th 2011- July 24th 2011

Note 3 ︰ Shares held by Bank of Taiwan Co., Ltd. does not include shares held by the financial department of Bank of Taiwan.

Note 4 ︰ Was not acting as director between April 6th 2004 - April 19th 2004, July 2nd 2007 - December 17th 2008, August 1st 、 2011 - March 1st 2015

23

Chart 1: Major shareholders of the institutional shareholders

March 31, 2017

March 31, 2017
Name of Institutional Shareholders Major Shareholders Percentage (%)
Kai Don Investment Co., Ltd. Wen-Yao Lai 99.99
Chi Jie Investment Co., Ltd. Hen-Yu Chen 99.99
GPPC Chemical Corp. Grand Pacific Petrochemical Corp. 100.00
Shin Wen Investment Co., Ltd. Wei Hung Investment Co., Ltd. 100.00
Bank of Taiwan Taiwan Financial Holding Co., Ltd. 100.00

Chart 2: Major shareholders of the Company’s major institutional shareholders

Chart 2: Major shareholders of the Company’s major institutional shareholders Chart 2: Major shareholders of the Company’s major institutional shareholders Chart 2: Major shareholders of the Company’s major institutional shareholders
March 31,2017
Name of Institutional
Shareholders
Major Shareholders Percentage (%)
GRAND PACIFIC
PETROCHEMICAL CORP.
(Note)
KGI Securities Co., Ltd. 7.43
Fubon Life Insurance Co., Ltd. 4.89
Cathay Life Insurance Co., Ltd. 4.66
Chung Kwan Investment Co., Ltd. 3.05
Angelo J.Y. Koo 2.64
Citigroup (Taiwan) Custody- Norges Bank 2.55
Shin Wen Investment Co., Ltd 2.28
Jing Kwan Investment Co., Ltd. 2.20
HSBC Direct Custody-Mitsubishi UFJ MS
Securities Co.,Ltd.
1.84
Citigroup (Taiwan) Custody- Dimensional
EmergingMarket Value Fund
1.60
Wei Hung Investment Co., Ltd. Prime Bridge International Limited. 100.00
Taiwan Financial Holding Co.,
Ltd.

Ministry of Finance
100.00

Note: as of April 18, 2017

24

Professional qualifications and independence analysis of directors and supervisors

March 31, 2017
Criteria
Name

Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Independence Criteria(Note) Number of Other
Public Companies in
Which the Individual
is Concurrently
Serving as an
Independent Director
An Instructor or Higher
Position in a Department
of Commerce, Law,
Finance, Accounting, or
Other Academic
Department Related to
the Business Needs of
the Company in a Public
or Private Junior
College, College or
University

A Judge, Public
Prosecutor, Attorney,
Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed
a National Examination
and been Awarded a
Certificate in a Profession
Necessary for the
Business of the Company
Have Work
Experience in the
Areas of Commerce,
Law, Finance, or
Accounting, or
Otherwise Necessary
for the Business of
the Company
1 2 3 4 5 6 7 8 9 10
Kai Don Investment
Co., Ltd.
Representative
Chia-Juch Chang
0
Shin Wen Investment
Co., Ltd
Representative
Long-I Liao
1
Ching-Yen Tsay 0
GPPC Chemical
Corp.
Representative
Mark Wei
0
Chi Jie Investment
Co., Ltd.
Representative
Paul Yang
0
Shin Wen Investment
Co., Ltd
Representative
Howe Yong Lee
0
Bank of Taiwan
Co., Ltd
Representative
Shing-Shiang Ou
0
Gilbert T.C. Bao 0
Hsiou-Wei, Lin 0

Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  1. Not an employee of the Company or any of its affiliates.

  2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

  3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings.

  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.

  7. Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEX“.

  8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  9. Not been a person of any conditions defined in Article 30 of the Company Law.

  10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

25

Skill Matrix of 6[th] term Board of Directors

Directors & Independent Directors Directors & Independent Directors Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience Key Areas of Knowledge, Skills, and Experience
Name Years
on
CDF’s
Board
Execution & Strategic Planning Government & Public Policy Corporate Governance Investment Business & Marketing Leadership Human Resources Risk Management Financial Services Securities / Insurance Commercial Banking Info Technology International Experience
Kai Tung Investment Co.,
Ltd. Representative:
Chia-Juch Chang
5-10 ˅ ˅ ˅ ˅ ˅
Chi Jie Investment Co., Ltd.
Representative:
Paul Yang
5-10 ˅ ˅ ˅ ˅ ˅ ˅
Shin Wen Investment Co.,
Ltd. Representative:
Long-I Liao
10+ ˅ ˅ ˅ ˅ ˅
Shin Wen Investment Co.,
Ltd. Representative:
Howe YongLee
5-10 ˅ ˅ ˅ ˅
GPPC Chemical Co., Ltd.
Representative:
Mark Wei
2-4 ˅ ˅ ˅ ˅ ˅ ˅ ˅
Bank of Taiwan Co. Ltd.
Representative:
Shing-ShiangOu
10+ ˅ ˅ ˅
Independent Director
Ching-Yen Tsay
5-10 ˅ ˅ ˅ ˅ ˅
Independent Director
Gilbert T.C. Bao
10+ ˅ ˅ ˅ ˅ ˅
Independent Director
Hsiou-Wei Lin
1 ˅ ˅ ˅ ˅

26

Kai Tung Investment Education Co., Ltd. Ph.D., Engineering, Purdue University, U.S.A, 1979 Representative: Dr. Chia-Juch Chang Chairman of Board

Current Position: Chairman of China Development Financial Holding Corporation; Chairman of CDIB Capital Group

==> picture [98 x 116] intentionally omitted <==

Key Areas of Expertise/Experience

Senior Executive/ Strategic Leadership Government/ Public Policy Corporate Governance Investments International Experience

Professional Background

Age: 67 Director since: 2006 Attendance:

2015 Board: 18 of 18, 100% CSR Committee: 4 of 4, 100%

2016 Board: 18 of 18, 100% CSR Committee: 4 of 4, 100%

  • Chairman, CDIB Capital Group (formerly China Development Industrial Bank) (Since October 2014)

  • Minister, Ministry of Economic Affairs, R.O.C. (February 2013~August 2014)

  • Chairman& CEO, China Airlines Corporation (December 2010~February 2013)

  • Chairman & CEO, China Steel Corporation (August 2008~June 2010)

  • Supervisor / Standing Committee Director, China Development Financial Holding Corporation & CDIB Capital Group (July 2006~ February 2013)

  • President & Distinguished Chair Professor, Chung Hua University, Hsinchu, Taiwan (August 2005~August 2008)

  • Chairman, Chunghwa Post Co., Ltd. (December 2002)

  • Director-General, Institute of Transportation / Vice Minister, Ministry of Transportation and Communications, R.O.C. (October 1987~June 2005)

  • Professor & Director, Institute of Traffic and Transportation, National Chiao Tung University, Hsinchu, Taiwan (August 1982~August 1987)

27

Chi Jie Investment Co., Education Ltd. Representative: M.B.A., Harvard University, U.S.A. Mr. Paul Yang M.S. in Mechanical Engineering, Massachusetts Institute of Technology, U.S.A. Director

Current Position: Partner & CEO of Greater China, KKR Asia Limited; Director of CDIB Capital Group

==> picture [113 x 124] intentionally omitted <==

Key Areas of Expertise/Experience Strategy, Vision and Mission Planning Corporate Governance Investment Business and Marketing Leadership Human Resources Management International Experience

Professional Background

  • President & CEO, China Development Financial Holding Corporation

  • Age: 49 (August 2011~ January 2017)  President & CEO, CDIB Capital Group (formerly China Development

  • Director since: 2009 Industrial Bank) (October 2011~ January 2017)  Chairman, CDIB Capital International Corporation (February 2012~ January

  • Attendance: 2017)  Senior Executive Vice President & Chief Investment Officer, China

  • 2015 Development Financial Holding Corporation (2 years)  Executive Vice President & Chief Investment Officer, China Development

  • Board: 14 of 18, 78% Financial Holding Corporation (3.5 years)

  • CSR Committee: 2 of 4, 50%  Managing Director & Head, Private Equity and Mezzanine Finance, DBS Bank (4 years)

  • 2016 Board: 13 of 18, 72% CSR Committee: 3 of 4, 75%

28

Shin Wen Investment Education Education
Co., Ltd. B.A. in Economics, National Taiwan University
Representative:
Mr. Long-I Liao
Standing Committee
Director
Current Position:
Director of KGI Bank;
Independent Director of
TCI Co., Ltd.
Key Areas of Expertise/Experience
Senior Executive / Strategic Leadership
Corporate Governance
Risk Management
Financial Services
Commercial Banking Management
Professional Background
Standing Committee Director / Director, China Development Financial Holding
Age: 77 Corporation (Since July 2006)
Director, KGI Bank (Since September 2014)
Director since: 2006 Independent Director, TCI Co., Ltd. (Since March 2012)
Director / Standing Committee, CDIB Capital Group (formerly China
Attendance: Development Industrial Bank) (July 2006~ September 2014)
Vice President / President, First Commercial Bank (June 1997~ April 2006)
2015 Chairman, Trust Association of R.O.C. (1 year)
Board: 18 of 18, 100%
Committee: N/A
2016
Board: 17 of 18, 94%
Committee: N/A

29

Shin Wen Investment Education Education
Co., Ltd. B.A. in Business Administration, University of Washington , U.S.A., 1984
Representative:
Mr. Howe Yong Lee
Director
Current Position:
Director of Lee Kim
Yew (Pte.) Ltd.;
Director of Lee Kim
Yew (Trading) Pte. Ltd.,
Director of Lee Kim
Yew (Property) Pte.
Ltd., Singapore
Key Areas of Expertise/Experience
Senior Executive / Strategic Leadership
Investments
Financial Services
International Experience
Professional Background
Director, Lee Kim Yew (Pte.) Ltd. (Since September 1979)
Age: 61
Director, China Development Financial Holding Corporation (Since July 2011)
Supervisor, China Development Financial Holding Corporation (June 2010~
Director since: 2011 June 2011)
Independent Non-Executive Director, GigaMedia Limited (2004~2012)
Director, China Development Corporation Limited, Hong Kong (1997~2000)
Attendance: Director, Transmarco Limited, Singapore (1995~1997)
2015
Board: 7 of 18 , 39%
Committee: N/A
2016
Board: 8 of 18 , 44%
Committee: N/A

30

GPPC Chemical Co., Education Ltd. Representative: MBA (International Business), The George Washington University, Washington, D.C., Mr. Mark Wei 1991 Director MS (Financial Management), Benjamin Franklin University, Washington, D.C., 1987 BA (Marine Management), National Chiao Tung University, Hsinchu, Taiwan, 1980 Current Position: Chairman of KGI Bank Key Areas of Expertise/Experience Senior Executive / Strategic Leadership Government / Public Policy Corporate Governance Financial Services Insurance Industry Commercial Banking International Experience Professional Background

  • 5 years ( 2005~ 2010 ) with AIG subsidiaries in Taiwan, including Chairman of

  • Age: 59 AIG Investments, AIG Wealth Management Services, and AIG General Insurance ( Chartis ), respectively. Mark helped AIG to acquire local Central

  • Director since: 2013 Insurance in 2007 and sold AIG Wealth Management Services to Bank of East Asia in 2009 during AIG crisis.

  • Attendance:  5 years ( 2000~2005) insurance regulator, including Director General of Insurance Bureau of Financial Supervisory Commission, Insurance

  • 2015 Commissioner of Ministry of Finance, and President of Taiwan Insurance Institute.

  • Board: 16 of 18, 89%  9 years ( 1991~2000 ) securities regulator, including Division Director of

  • CSR Committee: 4 of 4, 100% Corporate Finance and International Affairs of Securities & Futures Commission, respectively, as well as Section Chief of Investment Management.

  • 2016  6 years ( 1985~ 1991 ) foreign commercial service in Washington, D.C., U.S.A. appointed by the Taiwan Ministry of Economic Affairs.

  • Board: 18 of 18; 100% CSR Committee: 4 of 4, 100%

31

Bank of Taiwan Co. Education Education
Ltd. Representative: Ph.D. in Economics, Georgia State University, Atlanta, Georgia, U.S.A., 1987
Dr. Shing-Shiang Ou B.A. in Economics, National Taiwan University, 1980
Director
Current Position:
S.V.P. & General
Manager, Department
Of Economic Research,
Bank of Taiwan
Key Areas of Expertise/Experience
Government & Regulations
Commercial Banking
International Experience
Economic Research
Professional Background
Supervisor, China Development Financial Holding Corporation
(December 2001~ April 2004)
_Age:_59 Director, China Development Financial Holding Corporation (April 2004~ July
2007, December 2008~ July 2011 & Since March 2015)
Director since: 2004 Senior Vice President & General Manager, Department of Auditing, Board of
Directors, Bank of Taiwan (April 2010~ May 2014)
Attendance: Senior Vice President & General Manager, Department of Credit Analysis, Bank
of Taiwan (September 2008~ April 2010)
2015 (Since March) Senior Vice President & General Manager, Department of Economic Research,
_Board:_16 of 16, 100% Bank of Taiwan (February 2001~ September 2008)
Committee: N/A Research Economist, Department of Economic Research, The Central Bank of
China (March 1997~ February 2001)
2016 Deputy Chief Representative, London Representative Office, The Central Bank
_Board:_18 of 18, 100% of China (February 1994~ March 1997)
Committee: N/A

32

Dr. Ching-Yen Tsay Standing Committee (Independent) Director

Current Position:

Chairman of Taiwan ITRI Entrepreneur Fund; Chairman of LoFTech Corporation; Standing Committee (Independent) Director of CDIB Capital Group

Education

Postdoctoral Research Fellow, Harvard University, U.S.A., 1973-1974 Ph.D., Meteorology, University of Utah, U.S.A., 1972 B.S., Meteorology, National Taiwan University, 1967 Honors: Doctor of Science Honoris Causa, National Central University, Taiwan, 2013 Fellow, Meteorological Society of R.O.C. , 2001 Fellow, American Meteorological Society , U.S.A., 1999

==> picture [94 x 118] intentionally omitted <==

Key Areas of Expertise/Experience Senior Executive/ Strategic Leadership Government/ Public Policy Corporate Governance Investments Science & Technology Policy & Management

Professional Background

Age: 73

  • Chairman, Industrial Technology Research Institute (2010~2016)

  • Director since: 2007  Chairman, Golden Asia Fund Taiwan Ltd. (Since 2011~2016)  Chairman, Science and Technology Interchange Committee, Association of East

  • Attendance: Asia (2008~2016)  Chairman, Association for Taiwan-Japan Cooperation on Industrial Technology,

  • 2015 R.O.C. (2008~2012)  Group Senior Advisor, Compal Electronics Inc. (2004~2010)

  • Board: 18 of 18, 100% Committee:  National Policy Advisor to the President, R.O.C. (2009~2012)  Minister of State, Executive Yuan & Convener, Science and Technology

  • Audit: 13 of 13, 100% Advisory Group, R.O.C. (2000~2004)

  • Remuneration: 10 of 10, 100%  Vice Chairman, National Science Council, R.O.C. (1996~2000)  Director-General of Central Weather Bureau / Director-General, Civil

  • CSR: 4 of 4,100% Aeronautics Administration, Ministry of Transportation and Communications,

  • 2016 R.O.C. (1989~1996)  Professor & Director, Department of Atmospheric Sciences, National Taiwan

  • Board: 16 of 18, 89% Committee: University (1974-1989) Audit: 14 of 14, 100% Remuneration: 11 of 11, 100% CSR: 4 of 4,100%

33

Mr. Gilbert T.C. Bao Education Independent Director B.A. in Economics, University of Southern California, U.S.A.

==> picture [95 x 109] intentionally omitted <==

Key Areas of Expertise/Experience Senior Executive/ Strategic Leadership Corporate Governance Investments Financial Management International Experience

Current Positions

Age: 53

  • Chairman, Chung Shing Textile Co., Ltd. (Since November 2007)

Director since: 2004

  • Chairman, Chong Bai Department Store Co., Ltd. (Since November 2007)

  • Director, Sunrise Department Store Co., Ltd.

  • Director, Chung Shing Textile Marketing Co., Ltd. (Since October 2006)

Attendance:

  • Independent Director, China Development Financial Holdings Corp. (Since June 2007 )

2015 Board: 16 of 18, 89%  Independent Director, CDIB Capital Group (formerly China Development Committee: Industrial Bank) (Since June 2007) Audit: 12 of 13, 92% Professional Background Remuneration: 10 of 10, 100%  Chairman, Baw Chao-Yun Charity Foundation

  • Executive Supervisor, Taiwan Spinner’s Association

  • 2016  Chairperson, Taiwan Man-Made Fiber Industries Association

Board: 13 of 18, 72%  Managing Director, Taiwan Textile Printing Dyeing & Finishing Association Committee: Audit: 11 of 14, 79% Remuneration: 10 of 11, 91%

34

Dr. Hsiou-Wei Lin Education Independent PHD (Business), Stanford University, U.S.A., 1994 Director MBA (Finance), New York University, U.S.A., 1989 Current Position: BBA (Business Administration), National Taiwan University, Taiwan 1985 Distinguished Professor and Dean of Management Key Areas of Expertise/Experience College, Tunghai Corporate Governance University; Professor, Investments Department of International Business, Risk Management National Taiwan Financial Services / Financial Statement Analysis University; Independent Director, KGI Bank

Professional Background

Director, KGI Bank Professional Background Professional Background
(a) Service to the University
Aug. 2015 - present Distinguished Professor and Dean of Management College,
Tunghai University
Aug. 2000 - present Professor, Department of International Business National
Taiwan University
Aug. 2013 - July 2015 Associate Dean, NTU Office of Student Affairs, National
Taiwan University
Aug. 2010 - July 2013 Executive Director, Global MBA Program National Taiwan
University
Aug. 2005 - July 2009 Department and Research Institute Chairman, Department of
International Business National Taiwan University
Aug. 1996 - July 2000 Associate Professor, Department of International Business
National Taiwan University
Aug. 1994 - July 1996 Associate Professor, Department of International Trade
National Cheng-Chi University
Age: 54 (b) Service to the Profession
Director since: 2016 2010 - present Editorial Board, Taiwan Banking & Finance Quarterly
2010 - present Chief Editor, Journal of Accounting Review
Attendance: 2007 - present Editorial Board, NTU Management Review
2015 2009 - 2009 Chief Editor, Special Issue, International Journal of
Board: N/A Accounting Studies
Committee: N/A 2008 - 2010 General Convener, Accounting and Finance Field Committee,
National Science Council, Taiwan
2016 (Since May)
Board: 12 of 12, 100%
Committee:
2008 - 2012 Deputy General Convener, Taiwan Financial Services
Roundtable
Audit: 8 of 8, 100% 2002 - 2004 Secretary-in-Chief, Association of East Asian Research
Remuneration: 5 of 5, Universities (AEARU)
100% (c) Service to the Community/Corporation/Government
2010 - 2014 Independent Board Member, MStar Semiconductor, Inc.
2008 - 2010 Commissioner, National Financial Stabilization Fund (NFSF),
Taiwan
2006 - 2007 Board Member, PSPFMB Management Board of Public
Service Pension Fund
2005 - 2008 Independent Supervisor, GO-IN Engineering Co., Ltd.
2003 - 2005 Board Member, Overseas Chinese Banking Corporation

35

3.2.2 Management Team

March 31, 2017
Managers who are
Spouses or Within Two
Degrees of Kinship
Title
Name Relations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
March 31, 2017
Managers who are
Spouses or Within Two
Degrees of Kinship
Title
Name Relations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
March 31, 2017
Managers who are
Spouses or Within Two
Degrees of Kinship
Title
Name Relations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
Acting President R.O.C Daw-Yi
Hsu
M 2017.02.16 511,091 0.00 5,600,000 0.04 0 0.00 MBA, The Ohio State University
EVP of CDF, Chairman of KGI Securities
Chairman of KGI Securities Co. Ltd.
Director of CPEC Huakai Private Equity (Fujian) Co., Ltd.
Director of CPEC Huachuang Private Equity (Kunshan) Co. Ltd.
Director of CDIB Private Equity (Hong Kong) Corporation Limited
Director of KG Investments Holdings Limited
Director of Richpoint CompanyLimited
- - -
Internal Audit
Dept.
Chief Auditor
R.O.C Kenneth
Huang
M 2009.10.22 178,407 0.00 0 0.00 0 0.00 Bachelor of Accounting and Statistic, National
Chung Hsing University
Acting Chief Auditor of CDF, Chief Auditor of
CDIB Capital Group
Chief Auditor of CDIB Capital Group - - -
Corporate
Strategy and
Planning Dept.
and Research
Dept.
Executive VP
R.O.C Eddy
Chang
M 2015.05.01 1,712,214 0.01 0 0.00 0 0.00 MBA, University of Southern California
EVP of CDF and CDIB Capital Group
EVP of CDIB Capital Group
Director of CDIB & Partners Investment Holding Corp.
Director of Development Industrial Bank Asset Management Corp.
Director of CDIB Venture Capital Corp.
Supervisor of Chung Hwa Growth 3 Asset Management Corp.
Supervisor of Chung Hwa Growth 4 Asset Management Corp.
Director of CDIB Venture Capital (Hong Kong) Corporation Limited
Director of CDIB Capital International (Korea) Corporation
Director of CDIB Capital International(USA)Corporation
- - -
Legal Dept.
Executive VP
R.O.C Julian Yan M 2015.05.01 819,394 0.01 0 0.00 0 0.00 MBA, MIT
LLM, University of Michigan
EVP of CDF and KGI Securities
Director and EVP of KGI Securities Co. Ltd.
Director of CDIB Capital Management Corp.
Supervisor of CDIB CME Fund, Ltd.
Director of Global Securities Finance Corp.
Supervisor of CPEC Huakai Private Equity (Fujian) Co., Ltd.
Supervisor of CPEC Huachuang Private Equity (Kunshan) Co. Ltd.
Director of KGI Alliance Corporation
Director of KGI Wealth Management Limited
Director of KGI Asset Management Limited
Director of KGI Securities (Thailand) Public Company Limited
Director of KGI Securities(Singapore)Pte. Ltd.
- - -
FinTech & New
Financial
Service Dept.
Executive VP
R.O.C Brian Chou M 2016.06.01 0 0.00 0 0.00 0 0.00 Master of Public Affairs Management, National
Sun Yat-sen University
SVP of CTBC Financial Holdings
- - - -
Compliance
Dept.
Executive VP
R.O.C Te-En
Chan
M 2017.01.01 8,000 0.00 0 0.00 0 0.00 Ph. D. of Criminology, National Chung Cheng
University
Associate Professor of Ming Chuan University
- - - -

36

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
Risk
Management
Dept.
Executive VP
R.O.C Jane Lai F 2011.05.09 1,559,123 0.01 0 0.00 0 0.00 MBA, Bernard M. Baruch College, the City
University of New York
EVP of CDF and CDIB Capital Group
Director and EVP of KGI Bank - - -
Human
Resources Dept.
Executive VP
R.O.C Jenny
Chiang
F 2014.04.14 1,539,261 0.01 0 0.00 0 0.00 Bachelor of Business, Ming Chuan University
EVP of CDF and CDIB Capital Group
EVP of CDIB Capital Group
Director of CDIB Capital Asia Partners Limited
Director of CDIB Capital International Corporation
Director of CDIB Capital International (Hong Kong) Corporation
Limited
Director of CDIB Capital International (Korea) Corp.
Director of CDIB Capital International (USA) Corp.
Director of CDIB Private Equity (Hong Kong) Corporation Limited
- - -
Finance Dept.
Executive VP
R.O.C Andy Lin M 2015.10.01 39,196 0.00 1,500,000 0.01 0 0.00 Master of Financial Management, National
Central University
EVP of CDF and KGI Bank
EVP of KGI Bank
Director of CDIB Capital Management Corp.
Director of CDC Finance & Leasing Corp.
Director of CDIB International Leasing Corp.
- - -
Operations and
Technology
Dept.
Executive VP
R.O.C Jane Lai F 2016.06.01 150,000 0.00 0 0.00 0 0.00 Bachelor of Economics, Stanford University
EVP of CDF and CDIB Capital Group
EVP of CDIB Capital Group
Director of CDC Finance & Leasing Corp.
Director of CDIB Venture Capital (Hong Kong) Corporation Limited
- - -
Secretariat,
Board of
Directors
Executive VP
R.O.C Chih-Yu
Chou
M 2016.07.01 1,118,154 0.01 0 0.00 0 0.00 Master of Public Finance, National Chengchi
University
EVP of CDF and CDIB Capital Group
EVP of CDIB Capital Group - - -
Executive VP R.O.C Eddie
Wang
M 2008.05.16 4,731,396 0.03 0 0.00 0 0.00 Master of International Affairs, Florida State
University / New York University
MD of Citigroup Asia Pacific
Director and Vice Chairman of KGI Bank
Chairman of CDIB Management Consulting Corp.
Chairman of CDIB International Leasing Corp.
Director of CDIB Capital International Corp.
Director of CDIB Capital International (Hong Kong) Corporation
Ltd.
- - -
Executive VP R.O.C Lawrence
S. Liu
M 2004.08.02 2,504,498 0.02 0 0.00 0 0.00 Doctor of Laws (J. D.), University of Chicago
Partner of Lee and Li Attorneys-at-Laws
Director of Taiwan Stock Exchange Corp.
Director of HIM International Music Inc.
Director of CECI Engineering Consultants,Inc.,Taiwan
Director of CDIB Capital Management Corp.
Chairman of CDIB CME Fund, Ltd.
Chairman of CDIB Healthcare Fund, Ltd.
Supervisor of China Development Asset Management Corp.
Chairman of CDIB Venture Capital Corp.
Director of CDIB Private Equity (China) Corp.
Director of CDIB Venture Capital (Hong Kong) Corporation Limited
- - -

37

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
Executive VP Singapore Reddy
Wong
M 2009.3.30 3,163,782 0.02 0 0.00 0 0.00 B.B.A., National University of Singapore
MD of CDIB Capital Limited
Director of Grand Cathay Securities (Hong Kong) Ltd.
Director of KGI International (Hong Kong) Ltd.
Director of Grand Cathay Capital (Hong Kong) Ltd.
Director of Trinitus Asset Management Ltd.
Director of KG Investments Holdings Ltd.
Director of KGI International Holdings Ltd.
Director of KGI International Ltd.
Director of KGI Asia (Holdings) Pte. Ltd.
Director of KGI Capital (Singapore) Pte. Ltd.
Director of Supersonic Services Inc.
Director of KGI Ltd.
Director of KGI Finance Ltd.
Director of KGI Investments Management Ltd.
Director of KGI Capital Asia Ltd.
Director and MD of KGI Hong Kong Ltd.
Director of KGI International Finance Ltd.
Director of KGI Wealth Management Ltd.
Director of KGI Asset Management Ltd.
Director of KGI Securities (Singapore) Pte. Ltd.
Director of KGI Futures(Singapore)Pte. Ltd.
- - -
Executive VP R.O.C Janet
Sheng
F 2015.05.01 1,609,149 0.01 0 0.00 0 0.00 MBA, Florida State National University
EVP of CDF and KGI Bank
EVP of KGI Bank - - -
Executive VP R.O.C Michael M.
H. Peng
M 2015.05.01 1,300,000 0.01 0 0.00 0 0.00 Bachelor of Economics, ChungHsing
University
EVP of CDF
- - - -
Executive VP R.O.C Josephine
Yang
F 2016.03.08 0 0.00 0 0.00 0 0.00 Bachelor of History, National Taiwan
University
SVP of Taipei Fubon Commercial Bank
EVP of CDIB Capital Group - - -
Executive VP R.O.C Vincent
Hung
M 2004.05.10 2,070,647 0.01 0 0.00 0 0.00 Bachelor of Information Management, Fu Jen
Catholic University
VP of KGI Securities
- - - -
Executive VP R.O.C Ming Lin M 2009.01.05 964,703 0.01 683 0.00 0 0.00 Master of Computer Science, University of
Southern California
EVP of CDF and CDIB Capital Group
EVP of KGI Bank - - -
Executive VP R.O.C David Kuo M 2009.01.12 1,964,086 0.01 326,364 0.00 0 0.00 MBA, West Coast University
EVP of CDF and CDIB Capital Group
EVP of KGI Bank - - -
Executive VP R.O.C James
Meng
M 2010.01.25 517,915 0.00 0 0.00 0 0.00 Master of Finance, National Taiwan University
EVP of CDIB Capital Group
Director of CDIB Management Consulting Corp.
Chairman and President of CDC Finance & Leasing Corp.
- - -
Executive VP R.O.C Guang
-Yue Yeh
M 2015.05.01 0 0.00 0 0.00 0 0.00 Master of Computer Science, Mississippi State
University
EVP of KGI Bank
EVP of KGI Bank
Director, Co-founder of Decision Analytics Consulting
- - -

38

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
Executive VP R.O.C Brian
Huang
M 2014.02.17 0 0.00 0 0.00 0 0.00 Master of Laws, National Chengchi University
VP in Global Compliance of BOA, Taipei
Branch
EVP of CDIB Capital Group - - -
Executive VP R.O.C Frances
Tsai
F 2014.09.15 0 0.00 0 0.00 0 0.00 MBA, National Taiwan University
Senior VP of Citi Bank
EVP of CDIB Capital Group
Supervisor of CDIB Capital Management Corp.
Supervisor of CDIB CME Fund, Ltd.
Supervisor of CDIB Healthcare Fund, Ltd.
Director of CDIB Venture Capital Corp.
Director of CDIB Capital International Corp.
Director of CDIB Capital International (Hong Kong) Corporation
Limited
Supervisor of CDIB Capital International (Korea) Corp.
Director of CDIB Capital International (USA) Corp.
Director of CDIB Venture Capital (Hong Kong) Corporation Limited
Director of CDIB Private Equity (Hong Kong) Corporation Limited
Director of CDIB Global Markets Ltd.
Director of CDIB Capital Investment I Ltd.
Director of CDIB Capital Investment II Ltd.
- - -
Executive VP R.O.C Kiki Shih F 2015.05.01 1,270,668 0.01 555,135 0.00 0 0.00 Master of Accounting, National Taiwan
University
SVP of CDF
Director of China Sea Products Development Corp.
Supervisor of CDIB Management Consulting Corp.
Director of China Development Asset Management Corp.
Supervisor of CDIB International LeasingCorp.
SVP Steven
Ching
Spouse
Executive VP R.O.C Isabel Liu F 2015.05.01 420,336 0.00 0 0.00 0 0.00 Bachelor of Economics, National Chengchi
University
SVP of CDF and KGI Bank
EVP of KGI Bank - - -
Executive VP R.O.C Hans Tzou M 2015.05.01 340,873 0.00 0 0.00 0 0.00 Bachelor of Accounting, National Chung Hsing
University
SVP of CDF and CDIB Capital Group
EVP of CDIB Capital Group
Supervisor of CDIB International Leasing Corp.
Supervisor of CDIB Management ConsultingCorp.
- - -
Executive VP R.O.C Teresa Li F 2015.05.01 0 0.00 0 0.00 0 0.00 MBA, Wharton School of the University of
Pennsylvania
SVP of KGI Bank
EVP of KGI Bank - - -
SVP R.O.C Amy Shan F 2008.11.01 283,831 0.00 0 0.00 0 0.00 Bachelor of Banking, National Chengchi
University
VP of CDF
SVP of CDIB Capital Group - - -
SVP R.O.C Lecko Lai F 2010.05.01 536,649 0.00 0 0.00 0 0.00 Bachelor of Finance, National Taiwan
University
VP of CDF and CDIB Capital Group
SVP of KGI Bank - - -
SVP R.O.C Michael
Chang
M 2011.07.01 0 0.00 0 0.00 0 0.00 Master of Laws, Harvard University
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group
Supervisor of CDIB Private Equity (China) Corp.
Supervisor of CDIB Venture Capital Corp.
Director of CDIB Venture Capital (Hong Kong) Corporation Ltd.
Director of CDIB Private Equity (HongKong)Corporation Ltd.
- - -

39

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
SVP R.O.C Ellen
Chang
F 2011.07.01 289,645 0.00 0 0.00 0 0.00 Master of Computer Science, University of
West Florida
VP of CDF and CDIB Capital Group
SVP of KGI Bank - - -
SVP R.O.C Adrienne
Chiu
F 2013.05.01 1,053,214 0.01 0 0.00 0 0.00 MBA, National Taiwan University
SVP of CDIB Management Consulting Corp.
and CDIB International Leasing Corp.
Director of Development Industrial Bank Asset Management Corp.
Supervisor of Chung Hwa Growth 3 Asset Management Corp.
Supervisor of Chung Hwa Growth 4 Asset Management Corp.
Director of Global Securities Finance Corp.
Director of Grand CathayHoldingLtd.
- - -
SVP R.O.C Vincent
Hsiao
M 2014.01.01 0 0.00 214,485 0.00 0 0.00 MBA, National Chengchi University
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group - - -
SVP R.O.C Chris Sun M 2014.08.01 194,138 0.00 0 0.00 0 0.00 Master of Accounting, National Chengchi
University
VP of CDF
SVP of KGI Bank - - -
SVP R.O.C Alex Hung M 2014.08.01 21,000 0.00 1,000 0.00 0 0.00 Bachelor of Open College with National Taipei
University of Business
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group - - -
SVP R.O.C Lian-Yin Li F 2014.08.01 297,384 0.00 0 0.00 0 0.00 Master of Public Policy, Harvard University
VP of CDF and CDIB Capital Group
- - - -
SVP R.O.C Marisol
Wang
F 2014.11.01 0 0.00 0 0.00 0 0.00 Master of Laws, Soochow University
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group
Supervisor of Development Industrial Bank Asset Management
Corp.
- - -
SVP R.O.C Sharol Lin F 2014.11.25 71,487 0.00 0 0.00 0 0.00 MBA, Oklahoma City University
SVP of CDIB Capital Group
SVP of KGI Bank - - -
SVP R.O.C Abby Chen F 2014.12.30 0 0.00 0 0.00 0 0.00 MBA, State University of New York at Buffalo
ED of JPMorgan Asset Management Ltd.
- - - -
SVP R.O.C Shu-Ling
Yang
F 2015.05.01 522,567 0.00 0 0.00 0 0.00 Bachelor of Accounting, Tunghai University
VP of CDF and CCM
SVP of CDIB International Leasing Corp. - - -
SVP R.O.C Christy Lin F 2015.05.01 758,644 0.01 0 0.00 0 0.00 MBA, National Taiwan University
VP of CDF
Director of CDIB Global Markets Limited - - -
SVP R.O.C Sandra Yao F 2015.05.01 92,470 0.00 0 0.00 0 0.00 Bachelor of Accounting, National Taiwan
University
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group - - -
SVP R.O.C Pi-Fa Yang M 2015.05.01 43 0.00 0 0.00 0 0.00 Bachelor of International Trade, Takming
University of Science and Technology
SVP of CDIB Capital Group
SVP of CDIB Capital Group - - -
SVP R.O.C Steven
Ching
M 2015.05.01 555,135 0.00 1,270,668 0.01 0 0.00 Master of Accounting, Soochow University
SVP of CDIB Capital Group
- EVP Kiki
Shih
Spouse
SVP R.O.C James
Chou
M 2015.05.01 80,000 0.00 0 0.00 0 0.00 Master of Economics Science, National Taiwan
University
VP of CDIB Capital Group
SVP of CDIB Capital Group - - -

40

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
SVP R.O.C Milly Liu F 2015.07.01 14,990 0.00 0 0.00 0 0.00 Bachelor of Public Finance, National Chengchi
University
VP of CDF and KGI Bank
SVP of KGI Bank - - -
SVP R.O.C Joann Tsai F 2016.05.01 33,210 0.00 0 0.00 0 0.00 Bachelor of Laws, National Taiwan University
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group - - -
SVP R.O.C Thomas
Wu
M 2016.05.01 0 0.00 0 0.00 0 0.00 Master of Accounting, Case Western Reserve
University
VP of CDF
- - - -
SVP R.O.C Floyd
Wang
M 2016.05.01 221,944 0.00 0 0.00 0 0.00 Bachelor of Applied Mathematics, Chinese
Culture University
VP of CDF and CDIB Capital Group
SVP of KGI Bank - - -
SVP R.O.C Spencer
Kao
M 2016.08.29 9,320 0.00 0 0.00 0 0.00 MBA, National Central University
SVP of KGI Bank
SVP of KGI Bank - - -
SVP R.O.C Patrick
Huang
M 2016.09.01 0 0.00 0 0.00 0 0.00 Master of Journalism, Chinese Culture
University
VP of CDF and CDIB Capital Group
SVP of CDIB Capital Group - - -
SVP R.O.C Marian Fu F 2016.09.26 0 0.00 0 0.00 0 0.00 Master of Education, Cleveland State
University
SVP of KGI Bank
SVP of KGI Bank - - -
VP R.O.C Willy Lu M 2008.07.01 67,871 0.00 0 0.00 0 0.00 Bachelor of International Trade, Hsing Wu
University
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Chien Ping
Lin
M 2012.01.01 263,012 0.00 0 0.00 0 0.00 MBA, National Chengchi University
AVP of CDF and CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Dennis
Yang
M 2012.01.01 362 0.00 23,376 0.00 0 0.00 B.B.A., National Taiwan University
AVP of CDF and CDIB Capital Group
- - - -
VP R.O.C Jessica
Chen
F 2012.01.01 54,357 0.00 0 0.00 0 0.00 Master of Accounting, Pace University of New
York
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Daphne
Chuang
F 2012.01.01 168,867 0.00 0 0.00 0 0.00 Master of Information Engineering, National
Taiwan University
AVP of CDF and CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Justin Wu M 2012.01.01 700,230 0.00 0 0.00 0 0.00 MBA, National Chengchi University
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Wen-Chiao
Chang
F 2012.01.01 128,349 0.00 0 0.00 0 0.00 Master of Accounting, National Chengchi
University
AVP of CDF
VP of KGI Bank - - -
VP R.O.C Amy Wang F 2012.01.01 173,822 0.00 0 0.00 0 0.00 MBA, National Chengchi University
AVP of CDF and Grand Cathay Securities
VP of CDIB Management Consulting Corp.
VP of CDC Finance & Leasing Corp.
- - -
VP R.O.C Chris
Chiang
F 2012.10.01 0 0.00 0 0.00 0 0.00 B.B.A., Ming Chuan University
VP of Grand Cathay Securities
VP of CDIB Capital Group - - -

41

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
VP R.O.C Fanny Lin F 2012.10.25 465,071 0.00 775 0.00 0 0.00 MBA, Chinese Culture University
VP of Grand CathaySecurities
VP of CDIB Capital Group
Director of Grand CathayHoldingLimited
- - -
VP R.O.C Wen-
ChungLin
M 2013.11.01 150,018 0.00 0 0.00 0 0.00 MBA, University of Illinois
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Judy Mao F 2014.05.20 49,483 0.00 0 0.00 0 0.00 Master of Economics , University of Wisconsin,
Madison
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C I- Ling Lai F 2014.05.20 65,962 0.00 45,208 0.00 0 0.00 Master of Economics Science, National Taiwan
University
VP of CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Claire
Wang
F 2014.06.01 389 0.00 0 0.00 0 0.00 Bachelor of Business Mathematics, Soochow
University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Chih- Shun
Wang
M 2014.06.23 157,649 0.00 0 0.00 0 0.00 MBA, Texas A&M University
VP of CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Shelly
Chang
F 2015.05.01 0 0.00 0 0.00 0 0.00 Master of Economics Science, National Taiwan
University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Hui-Ju
Huang
F 2015.05.01 73,110 0.00 0 0.00 0 0.00 Master of Computer Science, University of
Southern California
VP of CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Yi -Wen
Lin
F 2015.05.01 124,907 0.00 0 0.00 0 0.00 Master of Computer Science, The George
Washington University
VP of CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Wen-Jung
Chen
F 2015.05.01 9,600 0.00 0 0.00 0 0.00 Bachelor of Finance, National Chengchi
University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Kevin Hsu M 2015.05.01 121,544 0.00 2,000 0.00 0 0.00 Master of Information Systems, Lawrence
Technological University
VP of CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Felicia Kuo F 2015.07.20 0 0.00 0 0.00 0 0.00 Master in Applied Mathematics, State
University of New York at Stony Brook
VP of HSBC
VP of KGI Bank - - -
VP R.O.C Stephanie
Kao
F 2015.12.01 2,000 0.00 0 0.00 0 0.00 Master of Education, University of Bath
VP of Horizon Securities
- - - -
VP R.O.C Daisy Wu F 2016.05.19 215,144 0.00 0 0.00 0 0.00 MBA, National Chengchi University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Jeff Chiu M 2016.12.01 0 0.00 0 0.00 0 0.00 Bachelor of Photonics, National Cheng Kung
University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Alice Lee F 2017.03.13 0 0.00 0 0.00 0 0.00 MBA, National Chengchi University
VP of KGI Bank
VP of KGI Bank - - -

42

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
VP R.O.C Tess J.P.
Huang Liu
F 2013.11.01 259,923 0.00 0 0.00 0 0.00 MBA, National Chengchi University
AVP of CDF
- - - -
VP R.O.C Chia-Hui
Lee
F 2014.07.01 0 0.00 0 0.00 0 0.00 B.B.A., National Chengchi University
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Sophie
Hsieh
F 2014.07.01 163,019 0.00 0 0.00 0 0.00 Master of Finance, National Chengchi
University
AVP of CDF and CDIB Capital Group
VP of KGI Bank - - -
VP R.O.C Yen-Ling
Lai
F 2014.11.01 59,000 0.00 0 0.00 0 0.00 MBA, National Chengchi University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Melissa
Pan
F 2015.04.01 0 0.00 0 0.00 0 0.00 Bachelor of Accounting, National Chung Hsing
University
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Eveline Lu F 2015.04.01 0 0.00 0 0.00 0 0.00 Bachelor of Shipping and Transportation
Management, National Taiwan Ocean
University
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Dan Hsiao M 2015.05.01 1,436 0.00 0 0.00 0 0.00 Master of Economics Science, National Taiwan
University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Gina Fang F 2015.05.01 7,970 0.00 0 0.00 0 0.00 B.B.A., Soochow University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Ya- Hui
Tsai
F 2015.05.01 0 0.00 0 0.00 0 0.00 Bachelor of Information Management, National
Pingtung Institute of Commerce
AVP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Tien-Fu
Huang
M 2015.05.01 82,785 0.00 0 0.00 0 0.00 MBA, National Chengchi University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Bee-Jane
Hsu
F 2015.06.01 40,887 0.00 0 0.00 0 0.00 Master of Management Science, Tamkang
University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Mike Tsai M 2015.09.01 102,722 0.00 0 0.00 0 0.00 Bachelor of Transportation Management, Feng
Chia University
VP of KGI Bank
VP of CDIB Capital Group - - -
VP R.O.C Sandy Lu F 2015.09.01 0 0.00 0 0.00 0 0.00 Bachelor of Foreign Languages and Literatures,
National Chung Hsing University
Manager of HSBC
VP of CDIB Capital Group - - -
VP R.O.C Chi-Yun Yu M 2015.12.01 1,822 0.00 0 0.00 0 0.00 Bachelor of Public Finance, National Chengchi
University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Yung
-Ching Lin
M 2016.01.01 76,956 0.00 0 0.00 0 0.00 Bachelor of Information Management, Fu Jen
Catholic University
VP of CDIB Capital Group
VP of KGI Bank - - -

43

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
VP R.O.C Eddie
Chang
M 2016.01.01 85,555 0.00 0 0.00 0 0.00 Bachelor of Information Engineering, Feng
Chia University
VP of CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Jerry Li M 2016.05.01 0 0.00 0 0.00 0 0.00 Master of Economics, National Taiwan
University
AVP of CDF and CDIB Capital Group
VP of CDIB Capital Group - - -
VP R.O.C Elsa Wang F 2016.05.01 20,404 0.00 0 0.00 0 0.00 Bachelor of Journalism, Shih Hsin University
AVP of CDF and KGI Bank
VP of KGI Bank - - -
VP R.O.C Ya-shin Liu F 2016.05.01 419 0.00 0 0.00 0 0.00 Bachelor of Accounting, National Cheng Kung
University
AVP of CDF
- - - -
VP R.O.C Ellen Kao F 2016.05.01 60,142 0.00 0 0.00 0 0.00 Bachelor of Public Finance, National Chengchi
University
AVP of CDF and KGI Bank
VP of KGI Bank - - -
VP R.O.C Hsuan-Te
Chang
M 2016.05.01 0 0.00 1,479 0.00 0 0.00 Bachelor of Information and Computer
Engineering, Chung Yuan Christian University
AVP of CDF and KGI Bank
VP of KGI Bank - - -
VP R.O.C Angel Wei F 2016.05.09 0 0.00 0 0.00 0 0.00 Bachelor of Bank and Insurance, Feng Chia
University
VP of DBS
VP of KGI Bank - - -
VP R.O.C Joanne
Chien
F 2016.08.01 0 0.00 0 0.00 0 0.00 Master of Finance, National Chiao Tung
University
AVP of CTBC Bank
- - - -
VP R.O.C Ingo Huang M 2016.10.03 17,962 0.00 0 0.00 0 0.00 Master of International Trade, National
Chengchi University
AVP of Taishin International Bank
- - - -
VP R.O.C Ivy Wang F 2016.12.01 0 0.00 0 0.00 0 0.00 Bachelor of Electrical Engineering, Tungnan
University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Will Chang M 2016.12.01 0 0.00 0 0.00 0 0.00 Master of Information Management, National
Central University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Wen-Chi
Yu
F 2016.12.01 17 0.00 0 0.00 0 0.00 Bachelor of Finance, Takming University of
Science and Technology
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Tom Chuo M 2016.12.19 0 0.00 0 0.00 0 0.00 Master of Statistic and Actuarial Science, Feng
Chia University
VP of EHS
VP of KGI Bank - - -
VP R.O.C Steven
Chen
M 2017.01.01 0 0.00 0 0.00 0 0.00 Master of Industrial Economics, National
Central University
VP of CDIB & Partners Investment Holding
Corporation
VP of CDIB Capital Group - - -

44

Title
(Note1)
Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience (Education)
(Note2)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
shares % Shares % Shares % Title Name Relations
VP R.O.C Kanny
Yang
F 2017.01.16 88,802 0.00 0 0.00 0 0.00 Master of Economics, Soochow University
VP of KGI Bank
VP of KGI Bank - - -
VP R.O.C Jenny
Chang
F 2017.02.03 0 0.00 0 0.00 0 0.00 Master of Risk Management & Insurance,
National Kaohsiung First University of Science
and Technology
AVP of CTIB Bank
VP of KGI Bank - - -

Note 1: This should include all Presidents, Executive Vice Presidents, Senior Vice Presidents, and those who hold the equivalent positions (regardless the job titles), as well as, key managers from each department and branch entity. Note 2: Experiences related with current position. Detailed job title and the working responsibilities should be described if previously worked for the auditing accounting firm or its affiliated company.

45

3.3 Remuneration of Directors, Supervisors, President, and Vice President

3.3.1 Remuneration of Directors

.1 Remuneration of Directors .1 Remuneration of Directors .1 Remuneration of Directors
Unit: NT$ thousands;December 31, 2016
Title
Name
(Note1)
Remuneration of Directors Ratio of Total
Remuneration
(A+B+C+D) to Net
Income(%)(Note 10)
Relevant Remuneration Received byDirectors Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net
Income(%)(Note 10)
Compensation
Paid to
Directors from
an Invested
Company Other
than the
Company’s
Subsidiary
(Note 11)
Base Compensation
(A)
(Note 2)
Severance Pay
(B)
Bonus to
Directors (C)
(Note 3)
Allowances (D)
(Note 4)
Salary, Bonuses,
and Allowances (E)
(Note 5)
Severance Pay
(F)
Profit Sharing- Employee Bonus (G)
(Note 6)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidate
d financial
statements
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidate
d financial
statements
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidate
d financial
statements
(Note 7)
The company Companies in the consolidated
financial statements(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
Cash Stock Cash Stock
Chairman Kai Don Investment
Co., Ltd.
Representative:
Chia-Juch
Chang
18,101 18,101 0 0 58,000 58,000 4,476 6,528 1.360 1.395 90,998 199,446 0 0 0 0 0 0 2.897 4.762 -
Independent
Director /
Managing
Director
Ching-Yen Tsay
Director Chi Jie Investment
Co., Ltd.
Representative:
Paul
Yang
Director GPPC Chemical Corp.
Representative:
Mark
Wei
Director Bank of Taiwan
Representative:
Shing-
Shiang Ou
Independent
Director
Gilbert T.C. Bao
Independent
Director
Hsiou-Wei, Lin
Former
Chairman
Kai Don Investment
Co., Ltd.
Representative:
Mu-Tsai
Chen
Former
Vice
Chairman
Chi Jie Investment
Co., Ltd.
Representative:
Chia-Juch
Chang
Former
Director
GPPC Chemical Corp.
Representative:
David Chen
Former
Director
Kai Don Investment
Co., Ltd.
Representative:
Paul
Yang
Former
Director
Chi Jie Investment
Co., Ltd.
Representative:
Mark
Wei
Former
Independent
Director
Hue-Sun Teng

46

Title
Name
(Note1)

Name
(Note1)
Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Ratio of Total
Remuneration
(A+B+C+D) to Net
Income(%)(Note 10)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income(%)(Note 10)
Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net
Income(%)(Note 10)
Ratio of Total
Compensation
(A+B+C+D+E+F+G)
to Net
Income(%)(Note 10)
Compensation
Paid to
Directors from
an Invested
Company Other
than the
Company’s
Subsidiary
(Note 11)
Base Compensation
(A)
(Note 2)

Severance Pay
(B)
Bonus to
Directors (C)
(Note 3)
Allowances (D)
(Note 4)
Salary, Bonuses,
and Allowances (E)
(Note 5)
Severance Pay
(F)
Profit Sharing- Employee Bonus (G)
(Note 6)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)

The
company
Companies
in the
consolidate
d financial
statements
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidate
d financial
statements
(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
The
company
Companies
in the
consolidate
d financial
statements
(Note 7)

The company
Companies in the consolidated
financial statements(Note 7)
The
company
Companies in
the
consolidated
financial
statements
(Note 7)
Cash Stock Cash Stock
Managing
Director
Shin Wen Investment
Co., Ltd.
Representative:
Long-I Liao 0 0 0 0 0 0 567 2,907 0.010 0.049 0 0 0 0 0 0 0 0 0.010 0.049 -
Director Shin Wen Investment
Co., Ltd.
Representative:
Howe-
Yong Lee
0 0 0 0 0 0 120 120 0.002 0.002 0 0 0 0 0 0 0 0 0.002 0.002 -

Note1: The company offers directors with personal allowance for housing, cars, and other personal needs in the value of NT$4,319,000; compensation for drivers was NT$4,375,000.

Note2: Provision expense of retirement payments was NT$108,000.

Note3: Employee-related remuneration for executive director is collected individually. The recognized "share based payment" under IFRS2 "; including employee stock options and new restricted employee shares should also be included in the remuneration. Note4: The values of directors’ remuneration as part of earnings distribution are only tentative.

47

Range of Remuneration

Range of Remuneration Range of Remuneration Range of Remuneration Range of Remuneration
Range of
Remuneration
Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company (Note 8) Companies in the consolidated financial statements
(Note9)(H)

The company (Note 8)
Companies in the consolidated financial statements
(Note9)(I)
Under NT$ 2,000,000 Kai Don Investment Co., Ltd. : Chia-Juch Chang、Chi Jie
Investment Co., Ltd. : Paul Yang、GPPC Chemical Corp. :
Mark Wei、Hsiou-Wei, Lin
Kai Don Investment Co., Ltd. : Chia-Juch Chang、Chi Jie
Investment Co., Ltd. : Paul Yang、GPPC Chemical Corp. :
Mark Wei、Hsiou-Wei, Lin


Chi Jie Investment Co., Ltd. : Paul Yang、GPPC Chemical
Corp. : Mark Wei、Hsiou-Wei, Lin

Hsiou-Wei, Lin
NT$2,000,000 ~
NT$5,000,000(exclude)
Hue-Sun Teng(Former) Hue-Sun Teng(Former) Hue-Sun Teng(Former) Hue-Sun Teng(Former)
NT$5,000,000 ~
NT$10,000,000 (exclude)
Bank of Taiwan: Shing-Shiang Ou、Ching-Yen Tsay、
Gilbert T.C. Bao、GPPC Chemical Corp. : David
Chen(Former)、Chi Jie Investment Co., Ltd. :Mark
Wei(Former)
Bank of Taiwan: Shing-Shiang Ou、Ching-Yen Tsay、
Gilbert T.C. Bao、GPPC Chemical Corp. : David
Chen(Former)、Chi Jie Investment Co., Ltd. :Mark
Wei(Former)
Kai Don Investment Co., Ltd. : Chia-Juch Chang、Bank of
Taiwan: Shing-Shiang Ou、Ching-Yen Tsay、Gilbert T.C.
Bao、GPPC Chemical Corp. : David Chen(Former)、Chi Jie
Investment Co., Ltd. :Mark Wei(Former)

Kai Don Investment Co., Ltd. : Chia-Juch Chang、GPPC
Chemical Corp. : Mark Wei 、Bank of Taiwan:
Shing-Shiang Ou、Ching-Yen Tsay、Gilbert T.C. Bao
NT$10,000,000 ~
NT$15,000,000(exclude)
Chi Jie Investment Co., Ltd. : Chia-Juch Chang(Former)、
Kai Don Investment Co., Ltd. : Paul Yang(Former)
Chi Jie Investment Co., Ltd. : Chia-Juch Chang(Former)、
Kai Don Investment Co., Ltd. : Paul Yang(Former)
- -
NT$15,000,000 ~
NT$30,000,000(exclude)
Kai Don Investment Co., Ltd. : Mu-Tsai Chen(Former) Kai Don Investment Co., Ltd. : Mu-Tsai Chen(Former) Chi Jie Investment Co., Ltd. : Chia-Juch Chang(Former) Chi Jie Investment Co., Ltd. : Paul Yang、Chi Jie
Investment Co., Ltd. : Chia-Juch Chang(Former)、GPPC
Chemical Corp. : David Chen(Former) 、Chi Jie
Investment Co.,Ltd. :Mark Wei(Former)
NT$30,000,000~
NT$50,000,000(exclude)
- - Kai Don Investment Co., Ltd. : Mu-Tsai Chen(Former) Kai Don Investment Co., Ltd. : Mu-Tsai Chen(Former)
NT$50,000,000 ~
NT$100,000,000(exclude)
- - Kai Don Investment Co., Ltd. : Paul Yang(Former) -
Over NT$100,000,000 - - - Kai Don Investment Co., Ltd. : Paul Yang(Former)
Total 13 13 13 13
  • Remuneration shown under the chart is for disclosure purpose. It is not subject to “income” under the Income Tax Act, and thereby is not taxable.

  • Note 1: Directors name must be shown separately (for institutional directors, both the institution and the representative are required). All compensation paid must be added together. For directors who are also presidents or executive vice presidents at the Company or the subsidiaries, this and the following charts must be filled in.

  • Note 2: This includes salary, compensation for professional services, severance pay, and all bonus and bounties paid to the director during the year.

  • Note 3: The director’s profit sharing of the latest fiscal year proposed and resolved by the Board but before the final approval of shareholders’ meeting.

  • Note 4: Payments to the director to cover business expenses (including travel expenditures, allowances, reimbursements, accommodation, company cars, in-kind supplies, etc.) If residences, cars (or other transportations) or personal expenses are provided, information about the assets (including classification, cost, actual or fair market values of the rent, gasoline expenses, other perks) must be disclosed but not included in the remuneration. Compensation paid to personal drivers must be noted, when applicable, but not accumulated under the remuneration received.

  • Note 5: Payments to the director, who is also a president, executive vice president, manager, or employee, include salary, supervisory differential pay, severance pay, remuneration, and other payment to cover business expenses (including travel expenditures, allowances, reimbursements, accommodation, company cars, in-kind supplies, etc.) If residences, cars (or other transportations) or personal expenses are provided, information about the assets (including classification, cost, actual or fair market values of the rent, gasoline expenses, other perks) must be disclosed but not included in the remuneration. Compensation paid to personal drivers must be noted, when applicable, but not accumulated under the remuneration received. In addition, the recognized "share based payment" under IFRS2, including employee stock options, new restricted employee shares and participation in new issued common stocks, etc., should also be included in the remuneration.

  • Note 6: Employee remuneration (stock and cash) to the director, who is also a president, executive vice president, manager, or employee. The rewarding amount is proposed and resolved by the Board but before the final approval of shareholders’ meeting of the fiscal years. If cannot be estimated, an amount = (the percentage received last year) x (net income this year) must be adopted and filled in Table 1-3.

Note 7: Total remuneration paid by the Group companies (including the Company) in the consolidated statement to the director.

  • Note 8: Disclose remuneration paid by the Company to the director under the suitable range. Name of the receiver must be shown under the suitable range.

  • Note 9: Disclose remuneration paid by the Group companies (including the Company) in the consolidated statement to the director under the suitable range. Name of the receiver must be shown under the suitable range.

Note 10: Net income disclosed from latest financial statement of each company.

Note 11: a. Remuneration amount received by directors from Non-group affiliates.

  • b. For remuneration received by Company supervisors from Non-group affiliates, the amount must be shown in the Column I under the Remuneration Range Table. The Column must be renamed to “All Investee Companies.”

  • c. Remuneration, including salary, compensation, employee remuneration(including compensations received as an employee, director and supervisor), business allowance, etc., received by directors from Non-group affiliates for being a director, supervisor, or managers.

48

3.3.2 Remuneration of the President and Executive Vice President

Unit: NT$ thousands ; December 31, 2016

Title Name
(Note1)
Salary (A)
(Note2)
Salary (A)
(Note2)
Severance Pay (B) Severance Pay (B) Bonuses and Allowances (C)
(Note3)
Bonuses and Allowances (C)
(Note3)
Profit Sharing- Employee Bonus (D)
(Note4)
Profit Sharing- Employee Bonus (D)
(Note4)
Profit Sharing- Employee Bonus (D)
(Note4)
Profit Sharing- Employee Bonus (D)
(Note4)
Ratio of total compensation
(A+B+C+D) to net income (%)
(Note8)
Ratio of total compensation
(A+B+C+D) to net income (%)
(Note8)
Compensation Paid
to Directors from an
Invested Company
Other than the
Company’s
Subsidiary
(Note9)
The
company
Companies in the
consolidated
financial statements
(Note5)
The
company
Companies in the
consolidated
financial statements
(Note5)
The
company
Companies in the
consolidated
financial statements
(Note5)
The company Companies in the consolidated
financial statements(Note5)
The
company
Companies in the
consolidated
financial statements
(Note5)
Cash Stock Cash Stock
President Paul Yang 76,959 128,456 0 0 152,209 287,281 23,365 0 23,365 0 4.264 7.413 -
Executive VP Eddie Wang
Executive VP Brian Chou
Executive VP Daw-Yi Hsu
Executive VP Janet Sheng
Executive VP ReddyWong
Executive VP Kenneth Huang
Executive VP EddyChang
Executive VP Michael M. H. Peng
Executive VP Josephine Yang
Executive VP Lawrence S. Liu
Executive VP Julian Yen
Executive VP Teresa Li
Executive VP MingLin
Executive VP AndyLin
Executive VP James Meng
Executive VP Chih Yu Chou
Executive VP Vincent Hung
Executive VP Kiki Shih
Executive VP JennyChiang
Executive VP David Kuo
Executive VP Brian Huang
Executive VP Hans Tzou
Executive VP Frances Tsai
Executive VP Isabel Liu
Executive VP Guang-Yue Yeh
Executive VP Jane Lai
Executive VP Jane Lai
Executive VP(Former) BingHuangShih
Executive VP(Former) Beatrice Chou
Executive VP(Former) I-Wei Hsieh

Note1: The company offers directors with personal allowance for housing, cars, and other personal needs in the value of NT$5,096,000; compensation for drivers was NT$8,282,000. Note2: Provision expense of retirement payments was NT$3,083,000.

Note3: The values of employee bonuses as part of earnings distribution are only tentative.

Note4: The recognized salary payment under IFRS2 "share based payment", including employee stock options and new restricted employee shares should also be included in the remuneration.

49

Range of Remuneration

Range of Remuneration Range of Remuneration
Range of
Remuneration
Name of President and Vice President
The company (Note 6) Companies in the consolidated financial statements
(Note7)(E)
Under NT$ 2,000,000 Daw-Yi Hsu、Janet Sheng、Chih Yu Chou、Jenny Chiang、
David Kuo、Brian Huang、Hans Tzou、Isabel Liu、I-Wei Hsieh
I-Wei Hsieh
NT$2,000,000 ~ NT$5,000,000(exclude) Brian Chou、Kenneth Huang、Josephine Yang、Teresa Li、
BingHuangShih
Brian Chou、Josephine Yang、Teresa Li、Chih Yu Chou、Hans
Tzou、Isabel Liu、BingHuangShih
NT$5,000,000 ~ NT$10,000,000(exclude) Michael M. H. Peng、Julian Yen、Ming Lin、James Meng、
Vincent Hung、Kiki Shih、Frances Tsai、Guang-Yue Yeh、
Jane Lai、Jane Lai、Beatrice Chou
Janet Sheng、Kenneth Huang、Michael M. H. Peng、
Ming Lin、James Meng、Vincent Hung、Kiki Shih、Jenny
Chiang、David Kuo、Brian Huang、Frances Tsai、Guang-Yue
Yeh、Jane Lai、Jane Lai、Beatrice Chou
NT$10,000,000~NT$15,000,000(exclude) Reddy Wong、Eddy Chang、Andy Lin Julian Yen、Andy Lin
NT$15,000,000~NT$30,000,000(exclude) Eddie Wang、Lawrence S. Liu Daw-Yi Hsu、Eddy Chang、Lawrence S. Liu
NT$30,000,000~NT$50,000,000(exclude) - Eddie Wang、Reddy Wong
NT$50,000,000~NT$100,000,000(exclude) Paul Yang -
Over NT$100,000,000 - Paul Yang
Total 31 31
  • Remuneration shown under the chart is for disclosure purpose. It is not subject to “income” under the Income Tax Act, and thereby is not taxable.

  • Note 1: President and Executive Vice Presidents name must be shown separately. All compensation paid must be added together. For president or executive vice presidents who are also directors at the Company or the subsidiaries, this and the preceding forms must be filled in.

  • Note 2: This includes salary, supervisory differential pay, severance pay to the President and Executive Vice Presidents during the year.

  • Note 3: Payments to the President and Executive Vice Presidents to cover business expenses (including travel expenditures, allowances, reimbursements, accommodation, company cars, in-kind supplies, etc.) If residences, cars (or other transportations) or personal expenses are provided, information about the assets (including classification, cost, actual or fair market values of the rent, gasoline expenses, other perks) must be disclosed but not included in the remuneration. Compensation paid to personal drivers must be noted, when applicable, but not accumulated under the remuneration received. In addition, the recognized "share based payment" under IFRS2, including employee stock options, new restricted employee shares and participation in new issued common stocks, etc., should also be included in the remuneration.

  • Note 4: Employee remuneration (stocks and cash) to the president and executive vice presidents of the latest fiscal year proposed and resolved by the Board but before the final approval of shareholders’ meeting. If cannot be estimated, an amount = (the percentage received last year) x (net income this year) must be adopted and filled in Table 1-3.

  • Note 5: Total remuneration paid by the Group companies (including the Company) in the consolidated statement to the president and executive vice presidents.

  • Note 6: Disclose remuneration paid by the Company to the director under the suitable range. Name of the receiver must be shown under the suitable range.

  • Note 7: Disclose remuneration paid by the Group companies (including the Company) in the consolidated statement to the director under the suitable range. Name of the receiver must be shown under the suitable range.

  • Note 8: Net income disclosed from latest financial statement of each company.

Note 9: a. Remuneration amount received by directors from Non-group affiliates.

  • b. For remuneration received by Company supervisors from Non-group affiliates, the amount must be shown in the Column E under the Remuneration Range Table. The Column must be renamed to “All Investee Companies.”

  • c. Remuneration, including salary, compensation, employee remuneration (inclusive of employees' directors' and supervisors' compensation), business allowance, etc., received by directors from Non-group affiliates for being a director, supervisor, or managers.

50

3.3.3 Employee Remuneration

Unit: NT$ thousands ; December 31, 2016

Title
(Note1)
Name
(Note1)
Employee
Bonus
- in Stock
(Note 2)
Employee Bonus
- in Cash
(Note 2)
Total Ratio of
Total
Amount to
Net Income
(%)
Executive
Officers
(Note3)
Executive VP Eddie Wang、Brian Chou、
Daw-Yi Hsu、Janet Sheng、
Reddy Wong、Kenneth Huang、
Eddy Chang、Michael M. H. Peng、
Josephine Yang、Lawrence S. Liu、
Julian Yen
0 29,861 29,861 0.504

Executive VP
Teresa Li、Ming Lin、
Andy Lin、James Meng、
Chih Yu Chou、Vincent Hung、
Kiki Shih、Jenny Chiang、
David Kuo、Hans Tzou、
Frances Tsai、Isabel Liu、
Guang-Yue Yeh、Jane Lai、
Jane Lai
SVP Marisol Wang、Floyd Wang、
Thomas Wu、James Chou、
Adrienne Chiu、Sharol Lin、
Christy Lin、Alex Hung、
Sandra Yao、Chris Sun、
Spencer Kao、Michael Chang、
Abby Chen、Ellen Chang、
Amy Shan、Patrick Huang、
Marian Fu、Steven Ching、
Pi Fa Yang、Shu Ling Yang、
Milly Liu、Lian Yin Li、
Lecko Lai、Joann Tsai、
Vincent Hsiao

Note 1: Individual name and title must be disclosed. Profit distributing awarded must be shown as an aggregated number.

Note 2: Employee remuneration (stock and cash bonus) to managers. The rewarding amount is proposed and resolved by the Board but before the final approval of shareholders’ meeting of the fiscal years. If cannot be estimated, an amount = (the percentage received last year) x (net income this year) must be adopted. Net income disclosed from the latest financial statement of each company. Note3: Managers subject to the rewarding (according to per March 27, 2003 Letter No. Securities and Futures Bureaus-III-0920001301 of the Financial Supervisory Commission, Executive Yuan of the Taiwan Stock Exchange Corporation) are:

(1) president or their equivalents; (2) executive vice president or their equivalents; (3) Division Head or their equivalents; (4) chief financial officer; (5) chief accounting officer; and (6) other persons authorized to manage affairs and sign documents on behalf of a company.

Note 4: For directors, presidents, and executive vice presidents who received employee remuneration (including stock and cash bonus), Table 1-2 must be filled in other than this chart.

51

3.3.4 Comparison of Remuneration for Directors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Presidents and Vice Presidents

  1. Analysis of director/president remuneration as a percentage of the company’s net income In 2015, all the remunerations paid to directors by the company and all companies in the consolidated financial statement (not including part-time employee compensation, same below) as a percentage of the company’s net income were 1.008% and 1.059%, respectively. In 2016, all remunerations paid to directors by the company and all companies in the consolidated financial statement as a percentage of the company’s net income were 1.372% and 1.446%, respectively; and in 2015, all remunerations paid to presidents and vice presidents by the company and all companies in the consolidated financial statement as a percentage of net income were 3.976% and 6.411%, respectively. In 2016, all remunerations paid to presidents and vice presidents by the company and all companies in the consolidated financial statement as a percentage of the company’s net income were 4.264% and 7.413%, respectively.

  2. Transportation fees, attendance fees, and other forms of compensation are given in compliance with the Company Act and the Articles of Association of the company.

  3. The company’s policy on manager remuneration is determined by job description and the candidate’s work experience, with due consideration given to the company’s earnings status, wage growth across the job market, price fluctuations, prospective risks, and other internal/external factors. Ultimately, it is the company’s goal to present compensation packages that reflect performance and that are competitive in the recruiting of talent.

52

3.4 Status of Corporate Governance

3.4.1 Information concerning the board of directors

The board held eighteen meetings during 2016 (A); the attendance details as follows:

December 31, 2016 December 31, 2016
Title Name
(Note 1)
Actual
Attendance
(B)
Attendance
by Proxy
Actual
Attendance
Rate (%)
(B/A) (Note2)
Remark
Chairman,
Managing Director
Kai Don Investment Co., Ltd.
Representative:
Chia-Juch Chang
18 0 100
Managing
Director,
Independent
Director
Ching-Yen Tsay 16 2 89
Managing Director Shin Wen Investment Co., Ltd.
Representative:
Long-I Liao
17 1 94
Director Chi Jie Investment Co., Ltd.
Representative:
Paul Yang
13 4 72
Director GPPC Chemical Corp.
Representative:
Mark Wei
18 02 100
Director Shin Wen Investment Co., Ltd.
Representative:
Howe YongLee
8 10 44
Director Bank of Taiwan Co. Ltd
Representative:
Shing-ShiangOu
18 0 100
Independent
Director
Gilbert T.C. Bao 13 4 72
Independent
Director
Hsiou-Wei Lin 12 0 100 Elected on May
16, 2016
Former Chairman Kai Don Investment Co., Ltd.
Representative:
Mu-Tsai,Chen
6 0 100
Former Director GPPC Chemical Corp.
Representative:
David Chen
6 0 100
Former
Independent
Director
Hue-Sun Teng 5 1 83

Note 1: For representatives of institutional shareholders, the name of the institutional shareholder should be noted. Note 2: (1) If any director resigned before year end, the resignation date should be filled in the Remark column. The actual attendance rate is calculated on the basis of the number of board meetings held during his/her real term and the number of meetings he/she actually attended.

(2) If any board election happened during the year, both old/new directors should be noted and the re-elect date should be filled in the Remark column. The actual attendance rate is calculated on the basis of the number of board meetings held during his/her real term and the number of meetings he/she actually attended.

(3) The board held eighteen meetings during 2016: 6 meetings were held before election on May 16, 2016 and 12 meetings held afterwards.

53

Other items to be stated:

  1. The operation of the board of directors shall, if any of the following circumstances, clearly state the meeting date, term, contents of proposal and resolution thereof, opinions of all independent directors and the Company’s handling of the said opinions:

  2. (1) For resolution(s) passed pursuant to Article 14-3 of the Securities and Exchange Act or, the minutes concerned:

The Company has an audit committee that, in accordance with Article 14-5 of the Securities and Exchange Act, shall be subject to the approval of more than one-half of all members of the Audit Committee and shall make the resolution of the board of directors. Not applicable to Article 14-3 of the Securities and Exchange Act

  • (2) any other resolution(s) passed but with independent directors voicing opposing or qualified opinions on the record or in writing

None

  1. In instances where a director recused himself/herself due to a conflict of interest, the minutes shall clearly state the director’s name, contents of the proposal and resolution thereof, reason for not voting and actual voting counts:
Date/Term Recused
Director
Agenda Item Reason for recusal Notes
February 1
5thterm
50thmeeting
Paul Yang The proposed distribution list of the
3rdrestricted employee shares (issued
in 2016)
The interested director is
the recipient of the subject
restricted new shares
Recused from
voting
Mu-Tsai Chen
Chia-Juch Chang
Performance remuneration for
Chairman and Vice Chairman
The interested directors are
the chairman and vice
chairman of the Company
Recused from
voting
March 28
5thterm
53rdmeeting
Chia-Juch Chang
Paul Yang
Long-I Liao
Howe Yong Lee
Shing-Shiang Ou
Mark Wei
Ching-Yen Tsay
Gilbert Bao
Review the list of candidates for the
nominated directors of the Company
and the qualifications of candidates
for independent directors
The interested directors are
the candidates of
nominated directors /
independent directors
Recused from
voting when
examining the
eligibility of
their own
qualifications
May 30
6thterm
2ndmeeting
Chia-Juch Chang Chairman’s remuneration package The interested director is
the Chairman
Recused from
voting
August 29
6thterm
6thmeeting
Mark Wei
Long-I Liao
Hsiou-Wei Lin
Capital expenditure (NT$320
million ) of the new core system of
subsidiary KGI Commercial Banks
The interested directors are
the board directors of KGI
Commercial Bank
Recused from
voting

54

Date/Term Recused
Director
Agenda Item Reason for recusal Notes
Chia-Juch Chang
Paul Yang
Long-I Liao
Howe Yong Lee
Shing-Shiang Ou
Mark Wei
Ching-Yen Tsay
Gilbert Bao
2015 remuneration of directors The interested directors are
the parties receiving the
remuneration
Recused from
discussing and
voting on the
matter
December 19
6thterm
11thmeeting
Paul Yang CDIB Yida Private Equity (Kunshan)
Co. Ltd., which is 65% owned
subsidiary of CDIB, will established
CDIB Healthcare Private Equity
(Kunshan) Enterprise (Limited
Partnership) (tentative name). CDIB
will be the key manager and the
General Partner of the new company;
CDIB Venture Capital Corporation,
100% owned subsidiary of CDIB,
invests in CDIB Healthcare Private
Equity (Kunshan) via 100% owned
subsidiary CDIB Venture Capital
(Hong Kong) Corporation Limited.
The interested director is
the board director of both
CDIB Venture Capital
Corporation and CDIB
Venture Capital (Hong
Kong)
Recused from
voting

3. Measures taken to strengthen the functionality of the board :

The company has complied with the Regulations Governing Procedures for the Board of Director Meetings of Public Companies in drafting internal regulations governing procedures for the company’s Board of Directors meetings and has disclosed the attendance data of directors on the Market Observation Post System website. To assist the Board of Directors in raising the efficacy of corporate governance, the company has (in the second half of 2011) set up the Auditing Committee and the Remuneration Committee, and has submitted important related bills for the review and authorization of these committees; in accordance with CSR Best Practice Principles for TWSE/GTSM Listed Companies, CDF has also established a CSR committee under the Board of Directors. Under the aegis of the committee, five task forces of corporate governance, social philanthropy, environmental protection, client relations and employee well-being have been assembled to engage in the planning and supervision of the company’s CSR policy.

In order to strengthen the efficiency of the Board, the Company passed the Performance Evaluation of the Board and Directors on November 21, 105. It is stipulated that the performance evaluation of the board of directors shall be conducted before the end of each year. The evaluation method includes self-evaluation of board performance and

55

self-assessment of board members. The results of the 2005 annual assessment are as follows. The outcome report has been presented on the Board meeting dated January 19, 2006:

“Five specific criteria were evaluated in the process of the 2016 Internal Performance Evaluation of the Board, namely board participation in company operations, improvement of the decision-making quality of the board, board structure and composition, selection and continuing education of board members, and internal control. The outcome is evaluated as

“Good”, indicating a strong soundness of board operations, which have strictly adhered to Corporate Governance Best-Practice Principles of CDF.

Six specific criteria were evaluated in the process of the 2016 Individual Board Director Self-evaluations, namely a comprehensive understanding of CDF’s goals and objectives, the degree of awareness of board of director duties, individual participation in company operations, internal communication and relations management, degree of expertise of each director and continuing education of board members and internal controls. The overall outcome indicates that each board director had a positive effect on the efficiency and effectiveness of the company’s operations.

56

3.4.2 Audit Committee (or Attendance of Supervisors at Board Meetings)

A. Audit Committee

A total of fourteen 【 A 】 Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Name Attendance
in Person
(B)
Attendance
by Proxy
Actual
Attendance Rate
(%)
【B/A】
(Note)
Remark
Independent
Director
Ching-Yen
Tsay
14 0 100
Independent
Director
Gilbert
T.C. Bao
11 3 79
Independent
Director
Hsiou-Wei
Lin
8 8 100 New elected
on May 16,
2016
Former
Independent
Director
Hue-Sun
Teng
5 1 83
  • Note:

  • * If there is independent director resigned before the end of the year, the resigned date shall be indicated in the note column, and the rate of attendance in person (%) shall be calculated based on the number of meetings held during the terms of office and the number of attendance made in person.

  • * If there is new election of independent director before the end of the year, the election date and whether such independent director is a previous member, a new member or a re-elected member shall be indicated in the note column. The actual attendance rate (%) shall be calculated based on the number of meetings held during the terms of office and the number of attendance made in person. (total 14 meetings were held in 2016: 6 meetings prior the election dated May 16, 2016 and 8 meetings afterwards)

Other items to be stated:

  1. The operation of the Audit Committee shall, if any of the following circumstances, clearly state the meeting date, term, contents of proposal and resolution thereof, opinions of all independent directors and the Company’s handling of the said opinions:

  2. (1) Matters listed in Article 14-5 of the Securities and Exchange Act

Date Term Agenda Resolution
2016/3/9 2ndterm
36thmeeting
Report of the Financial Supervisory
Commission on the improvement of the
inspection opinion of the Company for
the inspection of the risk management
project of the Company (Table A)
Approved

57

Date Term Agenda Resolution
2016/3/24 2ndterm
37thmeeting
2015 Internal Control Report Approved
2015 Financial Statement Approved
Appointment and remuneration of CPA Approved
2016/3/28 2ndterm
38thmeeting
Review of the nominated list of director
candidates and the qualification of
nominated independent directors
candidates
The interested
directors rescued
from voting; list
Approved
Issuance of the 4threstricted employee
shares
Approved
Acquisition of China Development
Asset Management Corporation
Approved
2016/3/28 2ndterm
39thmeeting
2015 Business report, financial
statements and consolidated financial
statements
Approved
2015 Dividend distribution Approved
2016/5/16 3rdterm
1stmeeting
The convener of the third term of the
Audit Committee
Approved
Ching-Yen Tsay to
be the convener
2016/8/29 3rdterm
4thmeeting
2016 Q2 consolidated financial
statement
Approved
2016/9/19 3rdterm
5thmeeting
Amendments to the Audit Operational
Guidelines
Approved
2016/12/26 3rdterm
8thmeeting
Change of CPA Approved
2017 Annual Auditing Plan Approved

(2) Resolution(s) not passed by the audit committee but receiving the consent of at least two thirds of the board of directors

None.

58

  1. In instances where an independent director recused himself/herself due to a conflict of interest, the minutes shall clearly state the director’s name, contents of the proposal and resolution thereof, reason for not voting and actual voting counts:
Date/Term Recused
Director
Agenda Item Reason for recusal Notes
March 28
2ndterm
38thmeeting
Ching-Yen
Tsay
Gilbert Bao
Review the list of candidates
for the nominated directors of
the Company and the
qualifications of candidates for
independent directors
The interested directors
are the candidates of
nominated directors /
independent directors
Recused from
voting
  1. Communication between independent directors and internal auditing officers as well as CPAs on company finances and business situation (such as items discussed, means communication and results, etc.):

  2. (1) In addition to communication through the audit committee, the audit supervisors and independent directors shall held reviewing forum at least once a year to examine on the company's internal control system

  3. (2) The CPS shall attend the audit committee on a regular basis and communicate and discuss with the independent directors on matters such as the scope and manner of the verification of the financial report, the results of the examination and the effect of the revision of the laws and regulations, so as to facilitate the independent directors and keep track of the company's financial status

  4. (3) Summary of communication between independent directors and internal audit supervisors and CPA:

Date Method Matters Outcome
2016/3/24 Audit Committee 2015 2H Auditing Report Acknowledged
2016/3/24 Audit Committee 2015 Internal Control Report Approved
2016/3/24 Audit Committee 2015 Financial Statement Approved
2016/8/29 Audit Committee 2016 1H Financial Statement Approved
2016/9/26 Audit Committee 2016 1H Auditing Report Acknowledged
2016/10/14 Forum Review
internal
control
system deficiencies
A
strengthen
action
were recommended by
independent directors
2016/11/21 Audit Committee Meeting minutes of internal
control system reviewing
Acknowledged
2016/12/26 Audit Committee 2016 Auditing performance
scoringof the Company
Approved
2016/12/26 Forum 2016 Auditing performance
scoringof subsidiaries
Informed

59

3.4.3 Items disclosed in accordance with the Corporate Governance Best-Practice Principles for Financial Holding Companies:

On the home page of the Company’s website, the “Corporate Governance” section discloses information related to the operations of corporate governance of the Company.

(http://www.cdibh.com/enhtml/index)

60

3.4.4 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for Financial Holding Companies”

Financial Holding Companies”
Evaluation Item Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
1. Shareholding structure and shareholder rights of financial
holding company
(1) Does the financial holding company (FHC) establish
internal operating procedures to handle shareholders’
recommendations, questions, disputes and litigation, and
implement in accordance with the procedures?
(2) Does the FHC possess the list of its major shareholders as
well as the ultimate owners of those shares?
(3) Does the FHC establish and implement the risk control
mechanism and firewall system between the Company and
its affiliates?
V
V
V
(1) The Company has designated appropriate personnel to handle
shareholders’ recommendations, questions, disputes and
litigations.
(2) The Company’s Secretariat, Board of Directors is responsible for
collecting the update information of major shareholders and the
list of ultimate owners of those shares.
(3) A. The Company’s finances and operations are independent from
its affiliates.
B. The Company has an independent risk management unit
being responsible for supervising and implementing risk
management measures. In addition, the risk control mechanism
and firewall system between the Company and its subsidiaries
are established in accordance with the Company’s” Risk
Management Policy” and “Regulations Governing Operations
Related to Financial Transactions with Affiliated Companies and
Stakeholders”
C. In accordance with article 44 and 45 of the Financial Holding
Company Act and the related regulations, the Company has
established "Related Party Transaction Management Policy” to
regulate the business and transactions between the Company’s
subsidiaries,and between the Companyand its subsidiaries.


None
None
None

61

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
2. Composition and Responsibilities of Board of Directors
(1) In addition to the Remuneration Committee and the Audit
Committee, does the FHC voluntarily establish other
functional committees?
(2) Does the FHC periodically evaluate the independence of the
certified public accountants (CPA) that audit its financial
statements?

V
V
(1) Other than the Remuneration Committee and Audit Committee,
the Company has voluntarily established Risk Management
Committee and CSR Committee.
(2) Prior the approval of CPA’s appointment, the Board of Directors
will review of the independence of the CPA and request the CPA
to submit a declaration of independence. The Board will make
sure that the appointed CPA is not an interest party of the
Company and the CPA has no any financial interest or business
relationships except the auditing fee with the Company. The
motion for employment will be subject to a resolution made by
the Board of Directors. In addition, the rotation of CPAs also
operates in accordance with related regulations.
None
None
3. Does the FHC, in the event of a public company, set
up a dedicated or adjunct unit responsible for matters
relating tocorporategovernance (including but not
limited to preparing business materials for directors
and supervisors, organizing board and shareholder
meetings, company registration and providing meeting
minutes)?

V
The Company has set up a corporate governance working
group under the Corporate Social Responsibility
Committee and assigned administrative duties, organizing
board and shareholder meetings, company registration and
providing meeting minutes, to the Secretariat, Board of
Directors.
None

62

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
4. Does the FHC establish communication channels with
stakeholders (included but not limited to shareholders,
employees and clients)?
V The Company has established “Interested Parties” section on its
website to provides its interested parties, such as employee,
clients, vendors and investors, a easy access to communicate
with the Company through letter, telephone, fax, Internet, etc.
In addition to the dedicated units (Stock Affairs, Public
Relations and Investor Relations), the Company has designated a
spokesperson and a deputy Spokesperson to offer timely
response to its interested parties. Internal staff issues are handled
by dedicated units of Human Resource Department.
There are also designated contact windows for subcontractors
and the competent authorities.

None
5. Information Disclosure
(1) Does the FHC set up a website to disclose both financial
standings and the status of corporate governance?
(2) Does the FHC employ other methods (e.g. setting up
English language websites, appointing dedicated personnel
to collect and disclose corporate information, implementing
a spokesperson system, webcasting investor conferences) to
disclose information?
V
V
(1) The Company has set up both Chinese and English language
websites to disclose information about the Company’s financials,
business and corporate governance status.
(2) The Company has appointed appropriate personnel to handle
information collection and disclosure on the corporate website.
The Company has established a spokesperson system in
accordance with regulations, with a spokesperson and deputy
spokesman tasked to centralize the announcement of corporate
information. In accordance with the Taiwan Stock Exchange
Corporation’s rules and regulations, the Company discloses its
material information and financial data on the Market
Observation Post System (MOPS). The Company periodically
holds investor conferences and posts related information in
Chinese and English on its website.












None
None

63

Evaluation Item Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
6. Is there any other important information to facilitate a better
understanding of the FHC’s corporate governance practices
(e.g. including, but not limited to, employee rights,
employee well-being, investor relations, rights of
stakeholders, directors’ and supervisors’ training records,
the implementation of risk management policies and risk
evaluation measures, the implementation of customer
relations policies, the purchasing of insurance for
directors and supervisors, and the donations to political
parties, stakeholders and non-profit organizations)?

V
I & II Employee Rights and Employee Well-being:
For detail information, please refer to Section 8 Labor Relations in
Chapter Five – Business Overview of the current report.
III. Investor Relations
The company maintains proper and appropriate relations with
investors through the following measures:
1. Holding an Annual General Meeting (AGM), in accordance
with related laws and regulations.
2. Disclosure of information on the Market Observation Post
System.
3. Organizing investor conferences on a regular basis.
4. Established “Investor Relations” section under the company’s
website, where investors can view/download information on
the company.
5. Providing “Investor Relations” contact details (phone and
email) to facilitate timely communication.
IV. Stakeholder Interests
On the aspect of the interaction with vendors, the Company has
formulated “the Operation Guidelines for Procurement”,
ensuring a transparent and fair process. The Company also
emphasizes fair and green procurement. When purchasing office
supplies, equipment, lighting systems and other office products,
the Company’s selecting priority is low energy consumption and
environmental friendliness.
While opting for local suppliers first, the Company checks
whether theyare certified bythe International Organization for


None

64

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
Standardization and excludes those with major records of
violating environmental regulations. On-site investigation at the
supplier’s premises is also required when necessary.
The Company requires all suppliers’ to commit to honest
behavior and the Company's Directions for Supplier Corporate
Social Responsibility, as announced on the website. To ensure
suppliers' commitment to the Company’s corporate social
responsibility policies, the Company had specified in the
contracts all of the policies that suppliers are bound to follow
(including but not limited to the protection of workers' rights,
environment, and consumers' interests); these contracts are
structured in ways that allow the Company to terminate the
service arrangement at any time if suppliers are found to have
violated the prescribed policies or caused significant impact to
the environment or society.
V. Continuing education of Directors
1. In accordance with ”Taiwan Stock Exchange Corporation Rules
Governing Information Filing by Companies with TWSE
Listed Securities and Offshore Fund Institutions with TWSE
Listed Offshore Exchange-Traded Funds” and “Directions for
the Implementation of Continuing Education for Directors and
Supervisors of TWSE Listed and TPEX Listed Companies”, the
Company files the board meeting attendance and continuing
education record of all directors and supervisors for the
preceding month by 15 day of each month. The Company also
proactively provides directors with information on training

65

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
opportunities with regard to corporate governance.
2. From 1 January to 31 December 2016, ten directors attended the
corporate governance related training courses of various
entities including Taiwan Securities Association, Securities and
Futures Institute, Taiwan Corporate Governance Association,
Chinese National Association of Industry and Commerce,
Taiwan Academy of Banking and Finance, and the Financial
SupervisoryCommission.
VI. Implementation of Risk Management Policy and Risk
Measurement Criteria
The Company has instituted Risk Management Policy and
established rules and guidelines to manage market risk, credit
risk and operational risk.
Market risk.The Company employs sensitivity and value at risk
(VaR) analyses, among others, to gauge existing or potential
market risk for its trading positions. Stop-loss limits for various
positions are established based on daily assessments, in order to
appropriately control risk.
Credit risk.The Company analyses indicators including
probability of default, loss given default, exposure and credit
rating to gauge loss and risk capital, among other risk factors. In
addition to controlling the exposure of each individual client by
imposing a credit limit on a daily basis, the Company also
monitors and controls creditportfolios on a monthlybasis.

66

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
Operational risk.The Company employs three methods to
counter operational risk: (1) every business unit undertakes
routine management of operations on a daily basis; (2) the
operational risk management unit monitors and controls risks
through Loss Event (LE) reporting, Risk Control
Self-Assessment (RCSA) and Key Risk Indicator (KRI); and (3)
the internal audit unit conducts audit examinations on an
aperiodic basis.
VII. Implementation of Client Policy
In order to protect the interests of clients, the Company has
personnel dedicated to providing both juridical- and
natural-person clients with services to resolve transaction
disputes.
VIII. Purchase of Liability Insurance by the Company for Directors
and Supervisors
The Company has entered into liability insurance contracts with
insurance companies, including AIG Taiwan, extending coverage
to all directors and supervisors of the Company and its
subsidiaries.
IX. Donation to Political Parties, Stakeholders and Non-profit
Organizations
1. The Company donated NT$2,500,000 in 2015 to “Taiwan
Financial Services Education Charity Fund”, launched by the
Taiwan Financial Services Roundtable(TFSR),to support

67

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
economically disadvantaged youth.
2. The Company donated NT$10,000,000 to the Bureau of Social
Affairs, Tainan City Government, to support earthquake relief
efforts on February 6, 2016.
3. The Company donated NT$700,000 to National Taiwan
University Academic Development Foundation in 2016.
4. The Company donated NT$700,000 to National Chengchi
University in 2016.
5. The Company donated NT$300,000 to Chinese National
Association of Industry and Commerce in 2016.
6. The Company donated NT$60,000 to National Culture and Art
Foundation in 2016.
7. The Company’s subsidiary CDIB Capital Group donated
NT$30,000,000 to “CDIB Education and Cultural Affairs
Foundation” in 2016.
8. The Company’s subsidiary CDIB Capital Group donated
NT$3,050,000 to “CDIB Education and Cultural Affairs
Foundation” to provide financial assistance to the student victims
of the dust explosion at Formosa Fun Coast in New Taipei City.
9. The Company’s subsidiary CDIB Capital Group donated
US$15,000 to Massachusetts Institute of Technology (MIT).
10. The Company’s subsidiary KGI Bank donated NT$20,000,000 to
“CDIB Education and Cultural Affairs Foundation” in 2016.
11. The Company’s subsidiary KGI Securities donated
NT$17,000,000 to “CDIB Education and Cultural Affairs
Foundation” in 2016.

68

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviation from “the
Corporate Governance
Best-Practice Principles
for Financial Holding
Companies” and Reasons
Yes No Summary
12. The Company’s subsidiary KGI Securities donated
NT$10,000,000 to KGI Charity Foundation in 2016.
13. The Company’s subsidiary KGI Securities donated NT$648,000
to National Chengchi University in 2016.
14. The Company’s subsidiary KGI Securities donated NT$200,000
to Rong-Shing Cultural Foundation in 2016.
15. The Company’s subsidiary KGI Securities donated NT$32,000 to
the Children Welfare League Foundation in 2016.
16. The Company’s subsidiary KGI Securities donated NT$15,000 to
ASE Cultural & Education Foundation in 2016.
17. No donation to political parties by the Company and its
subsidiaries.

7. Updates on the actual improvement and improvement plan following up on TWSE Corporate Governance Center’s most recent Corporate Governance Evaluation.
The Company ranked among the top 6-20% companies in the 2ndCorporate Governance Evaluation in 2016.
(1) Improvement on missed areas
a. Do all the directors spend time on continuing education as required by Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE
Listed and TPEx Listed Companies?
All the directors took enough courses to meet the official requirement by end-2016, as coordinated by the Secretariat Department.
b. Does the Company conduct regular board performance reviews (annually at least) and disclose the results on the website or in the annual report?
Pursuant to Article 37 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company has set forth Guidelines for Board Performance
Reviews, as announced on the website.
(2) Priority areas for improvement
a. The Company will devise a system for reporting the illegal (bribery included) and unethical behavior of internal and external persons.
b. The Companywill devise means to review boardperformance and conduct a feasibilitystudyfor external reviews at least everythreeyears.

Note 1: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.

69

3.4.5 Composition, Responsibilities and Operations of the Remuneration Committee

A. The Composition

Criteria
Name

Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience

Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience

Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Independence
Criteria(Note2)
Number of Other
Public Companies
in Which the
Individual is
Concurrently
Serving as an
Independent
Director
Others
Identity
(Ntoe 1)
An Instructor or Higher
Position in a
Department of
Commerce, Law,
Finance, Accounting, or
Other Academic
Department Related to
the Business Needs of
the Company in a
Public or Private Junior
College, College or
University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed
a National Examination and
been Awarded a Certificate
in a Profession Necessary
for the Business of the
Company
Have Work
Experience in the
Areas of Commerce,
Law, Finance, or
Accounting, or
Otherwise
Necessary for the
Business of the
Company
1 2 3 4 5 6 7 8
Independent
Director
Ching-Yen Tsay 0 reelected
Independent
Director
Gilbert T.C. Bao 0 reelected
Independent
Director
Hue-Sun Teng 0 Former
Independent
Director
Hsiou-Wei Lin new

Note1: Please fill in the form as a director, independent director or other

  • Note 2: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings.

  • (6) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.

  • (7) Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEX“.

  • (8) Not been a person of any conditions defined in Article 30 of the Company Law

.

70

B. The Operation

  • (1) The Remuneration Committee consist three sitting members.

  • (2) In 2016, 6 meetings were convened during January 1 to May 15 and 5 meetings were convened from May 16 to December 31 by the 3rd term of Remuneration Committee which was elected by the Board on May 16. In 2016, a total of eleven meetings were convened, with attendance detailed below.

Title Name Actual
attendance
Attendance
by proxy
Actual attendance
ratio(%)
Note
Chief Ching-Yen Tsay 11 0 100
Member Gilbert T.C. Bao 10 1 91
Member Hsiou-Wei Lin 5 0 100 Newly elected on May 16, 2016.
Five meetingwere convened.
Member Hue-Sun Teng 5 1 83 Former. 6 meeting were held before
election on May16, 2016.

C. Scope of function

  • (1) Establishing and periodically assessing the performance and remuneration policies, systems, standards and structures for directors (chairman and vice chairman included) and executives.

  • (2) Establishing and periodically assessing directors (chairman and vice chairman included) and individual executives’ remuneration and related structure.

  • (3) Deciding on matters assigned by the Board of Directors.

With the exception of matters assigned by the Board of Directors and regulations and rules approved by the Board of Directors, which may be implemented after the Remuneration Committee gives its approval, all decisions made by the Committee must be sent to the Board of Directors for discussion.

71

Table 1 Directors' Training - 2016

Table 1 Directors' Training - 2016 Table 1 Directors' Training - 2016 Table 1 Directors' Training - 2016 Table 1 Directors' Training - 2016 Table 1 Directors' Training - 2016 Table 1 Directors' Training - 2016
December 31,2016
Course name Training date Organizer **Name of director ** Training
hours
Start End
2016 Corporate Governance Forum:
Insider tradingand CSR
2016/1/26 2016/1/26 Securities and Futures
Institute
David Chen 3
How do directors and supervisors
without background in finance/
accountingreview financial statements?

2016/3/22
2016/3/22 Taiwan Corporate
Governance Association
Chia-Juch Chang 3
The impact of amendments to
Company Act on investment decisions
bythe board of directors
2016/3/29 2016/3/29 The Chinese National
Association of Industry
and Commerce(CNAIC)
Mark Wei 3
Legal liability arising from M&A for
directors and supervisors
2016/4/15 2016/4/15 Taiwan Corporate
Governance Association
Chia-Juch Chang 2
How to communicate with the market
effectively: Using information
disclosure for strategic competition
2016/6/23 2016/6/23 Taiwan Corporate
Governance Association
Paul Yang 3
Legal liability of independent directors 2016/7/14 2016/7/14 Taiwan Corporate
Governance Association
Hsing-Hsiang Ou 3
Practices of risk management, internal
control and information management
2016/8/5 2016/8/5 Taiwan Corporate
Governance Association
Hsiou-Wei Lin 3
Latest development and analysis of
taxation in China: Cross-strait tax
treaties and new tax issues in China
2016/8/10 2016/8/10 Taiwan Corporate
Governance Association
Long-I Liao 6
Group governance 2016/8/12 2016/8/12 Taiwan Corporate
Governance Association
Hsing-Hsiang Ou 3
Operation and resolution effectiveness
of the board of directors
2016/9/2 2016/9/2 Taiwan Corporate
Governance Association
Mark Wei 3
Analysis of commercial considerations
and legal risks for business decisions
2016/9/27 2016/9/27 Securities and Futures
Institute
Chia-Juch Chang
Ching-Yen Tsay
How Yong Lee
Hsiou-Wei Lin
3
How does the board supervise risk and
crisis management to enhance
corporate governance?
2016/9/27 2016/9/27 Securities and Futures
Institute
Ching-Yen Tsay
How Yong Lee
3
Strategy and KPI 2016/11/24 2016/11/24 Securities and Futures
Institute
Paul Yang 3
Liability from false disclosures and
financial statements for board directors
and supervisors
2016/12/9 2016/12/9 Taiwan Corporate
Governance Association
Gilbert Bao 3
The role and responsibilities of
independent directors and operational
practice of the audit committee
2016/12/16 2016/12/16 Taiwan Corporate
Governance Association
Gilbert Bao 3

72

Table 2 Managers' Corporate Governance Training - 2016

Table 2 Managers' Corporate Governance Training - 2016 Table 2 Managers' Corporate Governance Training - 2016 Table 2 Managers' Corporate Governance Training - 2016 Table 2 Managers' Corporate Governance Training - 2016 Table 2 Managers' Corporate Governance Training - 2016 Table 2 Managers' Corporate Governance Training - 2016
December 31,2016
Title Name Trainingdate
Organizer
Course name Hours
Chairman Chia-Juch
Chang
2016/3/11 China Development
Financial Holding Corp
Introduction of the Banking Act 2
2016/3/22 Taiwan Corporate
Governance Association
How do directors and supervisors
without a background in finance/
accountingreview financial statements?
3
2016/4/15 Taiwan Corporate
Governance Association
Legal liability arising from M&A for
directors and supervisors
3
2016/9/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3
President Paul Yang 2016/6/23 Taiwan Corporate
Governance Association
How to communicate with the market
effectively: Using information disclosure
for strategic competition
3
2016/11/24 Securities and Futures
Institute
Advanced seminar for (independent)
directors and supervisors: Strategy and
KPI
3
Executive
Vice
President
Eddie Wang 2016/3/31 Taiwan Corporate
Governance Association
Development and sustainability of core
corporate values & family-owned
businesses
3
2016/5/13 Taiwan Corporate
Governance Association
Legal guidelines for M&A 3
Executive
Vice
President
Eddy Chang 2016/1/14 China Development
Financial Holding Corp
Industry themes and economic trends for
2016
3.7
2016/8/12 China Development
Financial Holding Corp
Global economic and financial market
outlook and industry report for 2H 2016
3.5
2016/9/29 China Development
Financial Holding Corp
Guidelines for material information
disclosure and declaration
2
2016/12/1 China Development
Financial Holding Corp
Workshop on Personal Information
Protection Act
2
Executive
Vice
President
Julian Yen 2016/1/22 Taiwan Securities
Association
Corporate Governance Workshop - A
perspective of the hidden risks of
financial statements
3
2016/9/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3
Executive
Vice
President
Janet Sheng 2016/3/23 China Development
Financial Holding Corp
Workshop on digital banking and
regulations
2
Executive
Vice
President
Brian Chou 2016/7/5 IBM, Global Views
Magazine
Conference lunch for top management
on FinTech as a disruptive innovation
and new opportunity
4
2016/7/6 IBM 2016 symposium on financial
innovations
4
2016/7/11 Business Weekly FinTech: future trend of global finance 2.5

73

Title Name Trainingdate
Organizer
Course name Hours
Magazine
2016/7/21 Institute for Information
Industry
Seminar on payment service via smart
devices and regulatoryadaptations
2
2016/8/2 Global Views Magazine International forum: Envision the future 6.8
2016/8/26 Institute for Information
Industry
Big data analytics and case studies 3
2016/12/15 Taiwan Academy of
Bankingand Finance
Symposium on new RegTech trends and
the impact on the local financial industry
3
Executive
Vice
President
Kenneth
Huang
2016/06/14-
2016/06/15
Taiwan Academy of
Bankingand Finance
Seminar for audit managers 13.5
2016/08/13 China Development
Financial HoldingCorp
Audit officer training for 2016 7
2016/08/31 Financial Examination
Bureau, Financial
SupervisoryCommission
Internal audit for financial holding
companies
3
2016/09/23 Financial Examination
Bureau, Financial
SupervisoryCommission
Internal audit for local banks 2
Executive
Vice
President
Michael
M.H.
Peng
2016/06/24 China Development
Financial Holding Corp
The effect of tax treaties on multinational
operations and the role of an offshore
holdingcompany

3
2016/07/14 Taiwan Corporate
Governance Association
Legal liability of independent directors 3
2016/08/12 Taiwan Corporate
Governance Association
Group governance 3
Executive
Vice
President
Andy Lin 2016/03/23 China Development
Financial HoldingCorp
Workshop of digital banking and
regulations
2
2016/06/07 China Development
Financial HoldingCorp
Introduction to digital banking trends
and regulations
3.5
2016/07/21 China Development
Financial HoldingCorp
IFRS 9 Financial Instruments 3
0216/09/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3
2016/10/21 China Development
Financial HoldingCorp
Challenges and applications of
innovative financial business models
2
Executive
Vice
President
Jane Lai 2016/04/13 Taiwan Academy of
Bankingand Finance
Service reforms in a multi-channel era 3.5
2016/05/03 Taiwan Academy of
Bankingand Finance
2016 seminar for risk management
managers
3.5
2016/05/06 Taiwan Academy of
Banking and Finance
2016 cross-strait financial symposium:
Opportunities and threats for Taiwan’s
banking sector from China’s 13th
Five-Year Plan
7
2016/05/12 Taiwan Academy of
Bankingand Finance
Introduction of structured products and
practices
4

74

Title Name Trainingdate
Organizer
Course name Hours
2016/06/15 Taiwan Academy of
Bankingand Finance
Risk management for derivatives 4
2016/07/14 Taiwan Academy of
Bankingand Finance
Regulations and information security for
digital banking
3
2016/07/28 Taiwan Academy of
Bankingand Finance
Development and implications of
innovative service in the digital era
3
2016/08/05 Taiwan Academy of
Bankingand Finance
Tends and risk controls of mobile
payment and digital banking
6.3
2016/08/19 Taiwan Corporate
Governance Association
Legal guidelines for M&A 3
2016/08/19 Taiwan Corporate
Governance Association
M&A scrutinized from the viewpoint of
directors and supervisors
3
2016/09/02 Taiwan Corporate
Governance Association
Operation and resolution effectiveness of
the board of directors
3
2016/09/08 Taiwan Academy of
Bankingand Finance
Control of counterparty credit risk for
derivativeproducts
4
2016/09/27 China Development
Financial Holding Corp
How does the board supervise risk and
crisis management to enhance corporate
governance?
3
Executive
Vice
President
Jenny
Chiang
2016/04/21 China Development
Financial Holding Corp
M&A regulations and planning 3
Executive
Vice
President
David Kuo 2016/05/12 Taiwan Academy of
Bankingand Finance
Introduction of structured products and
practices
4
2016/05/27 China Development
Financial HoldingCorp
Insider trading and corporate governance 3
2016/06/15 Taiwan Academy of
Bankingand Finance
Risk management for derivatives 4
2016/09/01 KGI Bank Liquidity risk management 3
2016/10/13 Taiwan Academy of
Bankingand Finance
Trading practices of equity derivatives 4
Executive
Vice
President
Vincent Hung
2016/07/05
Taiwan Institute of
Directors
Major decisions of the Board :
Succession planning
3
Executive
Vice
President
Kiki Shih 2016/07/21 China Development
Financial HoldingCorp
IFRS 9 Financial Instruments 3
2016/08/24 Accounting Research and
Development Foundation
How do Taiwanese enterprises respond
to the evolution of IFRS and financial
instruments: An accountant’s viewpoint
6
2016/09/30 Accounting Research and
Development Foundation
The key role of material information in
economic crimes: Legal liability and
case study
3
2016/12/13 China Development
Financial HoldingCorp
Introduction to 2017 IFRS 3

75

Title Name Trainingdate
Organizer
Course name Hours
2016/12/14 Accounting Research and
Development Foundation
Legal liability in financial statement
fraud for directors/supervisors and senior
financial officers and IFRSQ&A
4
Executive
Vice
President
Jane Lai 2016/02/23 China Development
Financial HoldingCorp
Introduction to the Banking Act 2
2016/04/13 China Development
Financial HoldingCorp
Codes for a financial holding company’s
investment and co-marketing
3
2016/04/20 China Development
Financial HoldingCorp
CSR as a competitive advantage 3
2016/09/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3
2016/09/27 Securities and Futures
Institute
How does the board supervise risk and
crisis management to enhance corporate
governance?
3
Executive
Vice
President
Brian Huang 2016/01/22 Taiwan Academy of
Banking and Finance
Prevention of international money
laundering: Regulatory evolution amid
emergingtechnologies
6.5
2016/03/24 China Development
Financial HoldingCorp
M&A regulations and planning 3
2016/04/13 China Development
Financial HoldingCorp
Investment and co-marketing guidelines
for financial holdingcompany
3
2016/05/27 China Development
Financial HoldingCorp
Insider trading and corporate governance 3
2016/06/07 China Development
Financial HoldingCorp
Introduction to digital banking trends
and regulations
3.5
2016/06/24 China Development
Financial Holding Corp
The effect of tax treaties on multinational
operations and the role of an offshore
holdingcompany

3
2016/07/18-
2016/07/19
Taiwan Academy of
Bankingand Finance
Operation, risk management and auditing
practices of e-Banking

13
2016/08/05 Taiwan Academy of
Bankingand Finance
Trends and risk controls of mobile
payment and digital banking
6.3
2016/08/26-
2016/08/27
Taiwan Academy of
Bankingand Finance
Financial crime prevention and
international sanctions
14
2016/08/30 Taiwan Academy of
Bankingand Finance
Money laundering prevention 3
2016/09/23 Taiwan Academy of
Banking and Finance
Seminar on the effectiveness of
anti-money laundering and
counter-terrorist financingmeasures
3.5
2016/09/27 Securities and Futures
Institute
How does the board supervise risk and
crisis management to enhance corporate
governance?
3
2016/09/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3

76

Title Name Trainingdate
Organizer
Course name Hours
2016/10/21 China Development
Financial HoldingCorp
Challenges and applications of
innovative financial business models
2
2016/11/08 Taiwan Academy of
Bankingand Finance
Anti-money laundering and FinTech 3
Executive
Vice
President
Frances Tsai 2016/02/23 China Development
Financial HoldingCorp
Introduction to the Banking Act 2
2016/03/18 China Development
Financial HoldingCorp
Financial and tax considerations in M&A 3
2016/04/13 China Development
Financial HoldingCorp
Investment and co-marketing guidelines
for financial holdingcompany
3
2016/04/20 China Development
Financial HoldingCorp
Competitive advantage for future: CSR 3
2016/04/21 China Development
Financial HoldingCorp
M&A regulations and planning 3
2016/07/13 Taiwan Academy of
Bankingand Finance
FinTech applications 3
2016/09/27 Securities and Futures
Institute
How does the board supervise risk and
crisis management to enhance corporate
governance?
3
2016/09/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3
2016/09/29 China Development
Financial HoldingCorp
Guidelines of material information
disclosure and declaration
2
2016/12/13 China Development
Financial HoldingCorp
Introduction to 2017 IFRS 3
Executive
Vice
President
Chih-Yu
Chou
2016/03/25 China Development
Financial Holding Corp
Base erosion and profit shifting (BEPS):
International tax anti-avoidance and
transfer pricing audit across the Taiwan
Strait
3
2016/03/29 China Development
Financial HoldingCorp
Symposium on digital banking and
regulations
2
2016/04/13 China Development
Financial HoldingCorp
Investment and co-marketing guidelines
for financial holdingcompany
3
2016/09/27 Securities and Futures
Institute
Analysis of commercial considerations
and legal risks for business decisions
3
2016/09/27 Securities and Futures
Institute
How does the board supervise risk and
crisis management to enhance corporate
governance?
3
Executive
Vice
President
Hans Tzou 2016/03/03 The Institute of Internal
Auditors- Chinese Taiwan
Regulatory practices for subsidiaries 6
2016/03/29 China Development
Financial HoldingCorp
Symposium on digital banking and
regulations
2
2016/04/13 China Development
Financial HoldingCorp
Investment and co-marketing guidelines
for financial holdingcompany
3
2016/05/27 China Development Insider tradingand corporategovernance 3

77

Title Name Trainingdate
Organizer
Course name Hours
Financial HoldingCorp
2016/08/13 China Development
Financial HoldingCorp
Audit officer training for 2016 7
2016/08/31 Financial Examination
Bureau, Financial
SupervisoryCommission
Internal audit for financial holding
companies
3
2016/09/27 China Development
Financial HoldingCorp
Analysis of commercial considerations
and legal risks for business decisions
3
2016/10/06-
2016/10/07
China Development
Financial HoldingCorp
Financial inspection and auditing 13
2016/12/13 The Bankers Association
of the Republic of China
Feedback on international internal audit 6.5
Executive
Vice
President
Isabel Liu 2016/06/24 China Development
Financial Holding Corp
The effect of tax treaties on multinational
operations and the role of an offshore
holdingcompany

3
2016/12/20 KPMG Applications and legal planning of
FinTech
4
Executive
Vice
President
Teresa Li 2016/11/30-
2016/12/01
Taiwan Academy of
Banking and Finance
Machine learning and big data analytics 14

78

3.4.6 Corporate Social Responsibility

3.4.6 Corporate Social Responsibility
Evaluation Item Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
1. Corporate Governance Implementation
(1) Does the company have a corporate social
responsibility policy or system in place? Is the
implementation reviewed on a regular basis?
(2) Does the company organize social
responsibility training on a regular basis?
(3) Does the company have a unit that specializes
(or is involved) in CSR practices? Is the CSR
unit run by senior management and reports its
progress to the board of directors?
(4) Does the company formulate a reasonable
remuneration policy that associates employees'
performance appraisals with CSR? Does the
remuneration policy supported by an effective
reward/disciplinarysystem?
V
V
V
V
(1) The Company has assembled "China Development Financial Corporate Social
Responsibilities Committee" in accordance with "Corporate Social Responsibility
Best Practice Principles for TWSE/TPEX-Listed Companies," and assigned task
forces to execute various assignments.
The Company adopts business policies that focus on achieving "active
participation of public affairs; balance between economic, social and
environmental development; business sustainability through corporate social
responsibilities." For more detailed descriptions of the Company's CSR
involvements in 2016, please refer to Section 5. Corporate Responsibilities and
Ethics in Chapter Five - Business Overview of the current annual report.
(2) The Company organizes regular training courses on corporate social
responsibilities to promote employees' awareness and knowledge to the relevant
regulations.
(3) The Company has assembled "China Development Financial Corporate Social
Responsibilities Committee" in accordance with "Corporate Social Responsibility
Best Practice Principles for TWSE/TPEX-Listed Companies," and assigned task
forces to execute various assignments.
(4) The Company has a Remuneration Committee in place to regularly review
directors' (including Chairman and Vice Chairman) and managers' performance, as
well as the policy, system, standards and structure of the current remuneration.
Should any employee violate this policy, the respective departments are required to
report to the Audit Division for immediate inspection. Violations that are found to
None
None
None
None

79

Evaluation Item Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
be true will be subject to disciplinary actions in accordance with the Company's
Employee Reward and Discipline Policy.
2. Sustainable Environment Development
(1) Is the company committed to achieving efficient
use of resources, and using renewable materials
that produce less impact on the environment?
V (1) The Corporate Social Responsibility Committee was established as for the
purpose of enivornmental sustainability. The committee’s main task is create
tangible goals and practices related to enivornmental sustainability and
carbon reduction in a manner that actively promotes a susitainable business
environmenta and meets regulalary to discuss related issues. In 2015, in an
attempt to utilize a more systematic approach towards environmental
protection and energy saving, the Company has passed ISO 14001
Environmental Management System certification in December 2015 to
ensure better efficiency in the use of various resources. Moreover, The
Company has also procured 200K kWh of green power that has lowered
environmental impact annuallysince 2015.
None
(2) Has the company developed an appropriate
environmental management system, given its
distinctive characteristics?
V (2) The Company imported ISO 14001 environmental management system and
created service handbooks that detail environmental policy and office energy
conservation issues according to the specific characteristics of the financial
industry for its employees to follow. All of the Company’s subsidiaries
have outlined environmental management policies, and assigned their
respective General Affairs Departments to supervise office environment and
equipment maintenance. Regular services have been procured to ensure
proper functioning of all equipment used and the cleanliness and appearance
of the work environment.
None

80

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
(3) Is the company aware of how climate changes
affect its business activities? Are there any
actions taken to measure and reduce greenhouse
gas emission and energy use?
V
V
V
V
(3) Pursuant to the Paris Agreement and international environmental management
systems, the Company as a responsible corporate citizen implements measure
aimed at energy efficiency and low carbon production as well as faithful disclosure
of carbon emissions. It introduced ISO 14064-1 in 2016 to monitor greenhouse gas
emissions and scheduled third-party certification for 2017.
The Company’s main source of greenhouse gas emissions comes from electricity
use. To create a low-carbon environment, the Company plans to reduce its total
electricity consumption by 2%, using total energy consumption in 2015 as the base,
over a period of two years (by the end of 2018) in relation to air-conditioning and
lighting power consumption. The Company saw consolidated power consumption
decrease by 1% from a year ago in 2016. Some of the energy conservation and
carbon reduction measures the Company continues to promote include:
1. Energy conservation: Adjustment of chilled water temperature for air
conditioning units in main office buildings; partial shutdown of elevator
services during off-peak hours and public holidays; replacement of outdated
elevator controllers; removal of ceiling lighting tubes and adjustment of
indoor temperature; use of LED lighting for emergency signs; partial
shutdown of lighting at common areas and parking lots during lunch breaks
and after-work hours and use of window films or curtains in areas of strong
sunlight.
2. Water resource management: Reduced tap water flow at pantry and toilets;
regular cleaning of water tank and detecting water quality.
3. Greenhouse gas control: The Company is not a manufacturer and therefore
does not directly emit ozone depleting substances.
There is no relevant statistics of othergreenhousegas emissions,such as
None
None
None
None

81

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
V
V
septic tanks, fire extinguishers and employee commuting. However, Through
engaging with certified vendors, adoping environmentally friendly materials
and strengthening advocacy, the Company is determinded to reduce
greenhouse emissions. In the future, the Company will continue its
self-management in order to minimize the the emissions of greenhouse gas.
4. Waste sorting, recycling and reuse: Used batteries are classified and recycled;
kitchens are equiped with oil-water separators to minimize water pollution;
used office equipment such as computers, light tubes and toners are sorted
and recycled.
5. Walking more and driving less: The Love the Earth by Walking competition
held in December registered a total of 592,960,903 steps by employees,
which translate into 355,777 km (assuming 10k steps equal to 6km), or nearly
nine circles around the earth, and reduction of carbon emissions by 84,200
carbon dioxide equivalents/km.
None
None
3. Enforcement of Public Welfare
(1) Does the company develop its policies and
procedures in accordance with laws and
International Bill of Human Rights?
V (1) The Company takes care of employees by: (1) providing Labor Insurance and
National Health Insurance coverage ; (2) providing group insurance and free
physical examinations; (3) maintaining a pension system that complies with the
Company's Employee Retirement Guidelines and the Labor Pension Act; and (4) a
activities and benefits for employees.
None
(2) Does the company have means through which
employees may raise complaints? Are employee
complaints being handled properly?
V (2) The Company offers an on-line opinion box for employees to raise complaints and
report misconducts. The Company and all its subsidiaries also have dedicated
phone lines available for outsiders to report employee misconducts. Those who
violate against the Company's "Employee Code of Conduct" will subject to
disciplinaryactions under the Employee Reward and Discipline Policy. Those who
None

82

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
violate against government regulations will be subject to legal liabilities where
appropriate.
(3) Does the company provide employees with a
safe and healthy work environment? Are
employees trained regularly on safety and
health issues?
V (3) The Company values employees' safety and their rights to a healthy work
environment. Some of the actions taken to ensure this include:
1. Appointment of safety and health officers to conduct regular safety training, fire
drills, office lighting inspections (through professional service providers), CO2
measurements and drinking water’s turbidity, PH level and E. Coli numbers
detection.
2. Provision of group insurance coverage and free physical examination. In addition,
all main subsidiaries engage professional nurses and physicians to educate
employees on topics such as health promotion and prevention of occupational
illness, and disseminate health-related information and organize health seminars
from time to time.
3. In accordance to regulation, fire safety equipment maintenance and reporting is
authentically executed at each office building. Regular fire safety drills are also
organized in order to improve employees’ disaster prevention awareness and
response capabilities.
4. Strict access control: All headquarters have 24-hour security guard who routinely
engage in safety patrol, prevent illegal intrusion and ensure the personal security of
employees.
None
(4) Does the Company setup a communication
channel with employees on a regular basis, as
well as reasonably inform employees of any
significant changes in operations that may have
an impact on them?
V (4) The Chairman or President would take initiative in notifying employees through
email on any major decisions of the Company at the first instance.
None

83

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
(5) Does the Company provide its employees with
career development and training session?
(6) Does the company establish any consumer
protection mechanisms and appealing
procedures regarding research development,
procurement, production, operation and service?
(7) Does the company advertises and label its
goods and services according to relevant
regulations and international standards?
(8) Does the company evaluate suppliers'
environmental and social conducts before
commencing business relationships?
(9) Is the company entitled to terminate supply
agreement at any time with a major supplier, if
the supplier is found to have violated its
V
V
V
V
(5) Talents are the foundation of any organization, which is why the Company has long
emphasized on the importance of employees' development. In support of this
policy, the Human Resource Division offers employees a rich and diverse selection
of courses that they may take online, as well as physical workshops and career
development programs that would align them with the world's latest financial
trends.
(6) The Company has setup guidelines for customer information confidentiality
measures, personal information protection, personal file security plans, and
post-service data disposal rules in order to ensure appropriate use and custody of
customers' personal information.
In addition, in order to protect consumer’s right and interest, the Company’s
subsidiaries, KGI Bank and KGI Securities have formulated “Guidelines for
Handling Consumers’ Compliant and Dispute” which clearly detail relevant
consumer protection policy and complaint procedures. Moreover, a 24-hour
service hotline and email provide customers with a simple and diverse access to
communicate with the Company.
(7) All of the Company's products and services are launched in compliance with
relevant regulations and international standards.
(8) ~ (9)
1. The Company places great emphasis on environmental, safety and health issues.
Therefore, the Company requires all suppliers’ to commit to honest behavior and
the Company's corporate social responsibility policies.
2. While opting for local suppliers first, the Company checks whether they are
certified bythe International Organization for Standardization and excludes those
None
None
None
None

84

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation from “the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies” and
Reasons(Note 3)
Yes No Summary (Note 2)
corporate social responsibilities and caused
significant impact to the environment or
society?
with major records of violating environmental regulations. On-site investigation at
the supplier’s premises is also required when necessary.
3. To ensure suppliers' commitment to the Company’s corporate social responsibility
policies, the Company had specified in the contracts all of the policies that
suppliers are bound to follow (including but not limited to the protection of
workers' rights, environment, and consumers' interests); these contracts are
structured in ways that allow the Company to terminate the service arrangement at
any time if suppliers are found to have violated the prescribed policies or caused
significant impact to the environment or society.
4. Enhancing Information Disclosure
Has the company disclosed relevant and
reliable CSR information on its website and at
the Market Observation Post System?
V More detailed disclosures on corporate social responsibilities can be found on the
Company's website and annual report. The Company has published "Corporate Social
Responsibility Report" on an annual basis since 2011. These reports are disclosed on
the Company's website.
None
5. If the company has established CSR principles in accordance with "Corporate Social Responsibility Best Practice Principles for TWSE/TPEX-Listed Companies," please describe its
current practices and any deviations from the Best Practice Principles:
None
6. Other information material to the understanding of corporate responsibility fulfillments (e.g. the company's policies, measures, and practices toward environmental protection, social
engagement, society contribution, social services, social justice, consumers' interests, human rights, safety and health, and other social responsibilities):
See Notes 1-4 above.
7. If the company's products or corporate social responsibility reports are certified by external institutions, please describe the certification criteria used:
None
Note 1: Always provide explanations in the summary description column, regardless of whether "Yes" or "No" has been selected.
Note 2: If the company has prepared a CSR report, the summary description may be completed by providing page references to the CSR report instead.
Note 3: Non-TWSE- and non-TPEX-listed banks need not complete the field "Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX-Listed Companies."

85

3.4.7 Ethical Corporate Management

3.4.7 Ethical Corporate Management
Evaluation Item Implementation Status(Note 1) Deviation and causes of deviation
from Ethical Corporate
Management Best Practice
Principles for TWSE/TPEX-Listed
Companies (Note2)
Yes No Summary
1. Establishment of ethical corporate management
(1) Does the company state its ethical corporate
management policies and procedures in its
guidelines and external documents, as well as the
commitment from its Board to implement the
policies?
(2) Does the company establish policies to prevent
unethical conduct with clear statements regarding
relevant procedures, guidelines of conduct,
punishment for violation, rules of appeal, and the
commitment to implement the policies?
(3) Does the company establish appropriate
precautions against high-potential unethical
conducts or listed activities stated under Paragraph
2 of Article 7 of the "Ethical Corporate
Management Best Practice Principles for
TWSE/TPEX-Listed Companies"?
V
V
V
(1) On November 23, 2015, the Board of Directors have passed the
Company's “Ethical Corporate Management Best Practice
Principles ", and have proposed for resolution during the 2016
shareholder meeting.
(2) The Company's "Ethical Corporate Management Best Practice
Principles," "Code of Conduct" and "Subsidiary Insiders
Discipline" have specifically outlines a list of dishonest
behaviors and conflicting interests, and prohibits any offer or
accept bribery, and improper Donations or sponsorships. These
rules are conveyed to employees through training sessions.
Employees who are found to have committed dishonest
behaviors will be disciplined according to the Company's
policies or regulations.
(3) According to the Company's "Ethical Corporate Management
Best Practice Principles," employees are required to report to
the Audit Committee, managers, internal audit officers or other
managerial staff where appropriate upon discovery of any
violation against business integrity. The Company will maintain
confidentiality of informant's identity and the details reported,
while in the meantime take initiative in the investigation.
Furthermore, the Company's "Code of Conduct" also requires
employees to handle the Company's affairs in the utmost
None
None
None

86

Evaluation Item Implementation Status(Note 1) Deviation and causes of deviation
from Ethical Corporate
Management Best Practice
Principles for TWSE/TPEX-Listed
Companies (Note2)
Yes No Summary
honesty and good faith. Should any employee violate this
policy, the relevant departments are required to report to the
Internal Audit Department for immediate inspection. Violations
that are found to be true will be subject to disciplinary actions
in accordance with the Company's Employee Reward and
Discipline Policy. Where government regulations are involved,
employees may also be subject to legal liabilities.
2 Implementation of Ethical Business Conduct
(1) Does the company evaluate the ethical records of
all counterparties? Are there any integrity clauses
in the contracts it signs with business partners?
V (1) The Company evaluates credibility of all major suppliers. The
Company would require all major suppliers to commit to the
Company's policies. To ensure suppliers' commitment, the
Company would specify in the service contract all of the
policies that suppliers are bound to follow (including but not
limited to the protection of workers' rights, environment, and
consumers' interests);
If the counterparty is involve in unethical conduct or caused
significant impact on the environment or society, the Company
may, at any time, terminate or rescind the contract.
None
(2) Does the company have a dedicated unit which
promotes corporate ethical management, and
reports the implementation to the Board of Director
regularly?
V (2) The Company has assigned Human Resource Department to
promote corporate ethical management and assist CSR
Committee's five working groups to report its implementation
status to the Board of Directors.
None

87

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation and causes of deviation
from Ethical Corporate
Management Best Practice
Principles for TWSE/TPEX-Listed
Companies (Note2)
Yes No Summary
(3) Does the company have any policy that prevents
conflict of interest, and channels that facilitate the
report of conflicting interests?
(4) Has the company established effective accounting
and internal control systems for the implementation
of corporate ethical management? Are these
systems reviewed by internal or external auditors
on a regular basis?
V
V
(3) In order to prevent potential conflict of interest and facilitate
immediate resolution, employees have the obligation to report
to their departments and the human resource department any
commercial activities they have taken outside the Company in
their private capacity. Non-managerial staff has to report to the
head of department, who then forwards to the Human Resource
Department for filing. Managerial staff is required to report to
line managers, who then circulate to Legal Affairs and Human
Resource Departments before seeking President's or Chairman's
approval. When required by law or under special circumstances,
permission must be sought in a managing directors meeting or
Board of Directors meeting before employees are allowed to
undertake concurrent employment. The Company will carefully
evaluate all concurrent employments reported by employees, in
order to identify a potential conflict of interest.
(4) The Company has established effective accounting policies and
internal control systems to ensure business integrity.
According to the Company's " Ethical Corporate Management
Best Practice Principles," the Internal Audit Department is
required to conduct general audits at least once a year, and
special
audits
(finance,
risk
management,
or
compliance-related) at least once every six months on the
Company and its subsidiaries. The Internal Audit Department
also conducts regular checks on subsidiaries with regards to
their establishment, execution and compliance of business
integrity principles.
None
None

88

Evaluation Item Implementation Status(Note 1) Deviation and causes of deviation
from Ethical Corporate
Management Best Practice
Principles for TWSE/TPEX-Listed
Companies (Note2)
Yes No Summary
(5) Does the company organize internal or external
training on a regular basis to enforce business
integrity?
V (5) The Company has "Ethical Corporate Management Best
Practice Principles," "Code of Conduct" and "Subsidiary
Insiders Discipline" in place that requires employees to handle
the Company's affairs in the utmost honesty and good faith.
These policies have been made accessible on the Company's
intranet; any additions and amendments made are notified to all
employees via email, whereas internal trainings are organized
on a regular basis.
None
3. Status of Whistleblowing system
(1) Does the company provide incentives and means
for employees to report misconducts? Has the
company assigned dedicated personnel to
investigate the reported misconducts?
(2) Has the company implemented any standard
procedures or confidentiality measures for handling
reported misconducts?
(3) Has the company provided proper whistleblower
protection?
V
V
V
(1) The Company encourages employees to take initiative in
notifying the Audit Committee, managers, internal audit
officers or any supervisor deemed appropriate upon discovery
of any situation that would constitute a violation against laws or
policies. The Company has an opinion box created within the
computer network that employees may use to report
misconducts. The Company also has dedicated phone lines
available for outsiders to report employee misconduct. All
reported misconducts are treated with discretion by dedicated
personnel.
(2) The Company would assign dedicated persons to investigate the
reported misconduct. The process and details of which would
be kept confidential, while informants and investigators are
protected from harm.
(3) The Company has internal and external channels for receiving
misconduct reports. All reported cases are treated with
discretion and in a manner that protects the informant.
None
None
None

89

Evaluation Item Implementation Status(Note 1) Implementation Status(Note 1) Implementation Status(Note 1) Deviation and causes of deviation
from Ethical Corporate
Management Best Practice
Principles for TWSE/TPEX-Listed
Companies (Note2)
Yes No Summary
4. Enhancing information disclosure
Has the Company disclosed its Ethical Corporate
Management Best Practice Principles and progress
onto its website and MOPS?
V The Company’s Ethical Corporate Management Best Practice
Principles and the results of implementation have been posted on
the Company’s Chinese / English website.
None
5. If the company has established ethical corporate management policies in accordance with "Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed
Companies,"please describe its currentpractices and anydeviations from the Best Practice Principles: None
6. Other important information that helps to understand the operation of the company's ethical corporate management. ( Review or amend of the Company’s Ethical Corporate
Management Best Practice Principles):
See item 1 to 4 of above table for details

Note 1: Always provide explanations in the summary description column, regardless of whether "Yes" or "No" has been selected.

Note 2: Non-TWSE- and non-TPEX-listed banks need not complete the field "Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX-Listed Companies."

90

3.4.8 Corporate Governance Guidelines and Regulations

Please view the “Corporate Governance” section, under “Investor Relations” on the home page of the Company’s website. (http://www.cdibh.com/enhtml/content/24)

3.4.9 Other Information enabling better understanding of the Company’s corporate

governance

Please refer to the “Corporate Governance” section, under the “Investor Relations” on the homepage of CDF’s website: (http://www.cdibh.com/enhtml/content/24) or the official website of the Market Observation Post System

(http://mops.twse.com.tw/mops/web/index; company code 2883).

91

3.4.10 Implementation of Internal Control System

1. Statement

Statement on Internal Control System of

China Development Financial Holding

We hereby declare on behalf of China Development Financial Holding Co., Ltd., that, in accordance with the Regulations Governing the Implementation of Internal Control and Audit Systems by Financial Holding Companies and Banking Industry, from January 1, 2016 to December 31, 2016, the Company had an internal control system, performed risk management, and was audited by an impartial and independent internal auditing department, which regularly reports to the Board of Directors and the Audit Committee. After a careful assessment, all units were able to effectively implement internal control and legal compliance tasks during the year. This statement shall be included among the chief contents of the Company’s annual report and prospectus, and shall be made public. Any illegalities such as misrepresentations or concealments in the published contents mentioned above will be considered a breach of Articles 20, 32, 171, and 174 of the Securities and Exchange Act and incur legal responsibilities.

To:

Financial Supervisory Commission, R.O.C

Stated by

Chairman: Chia-Juch Chang

President: Daw-Yi Hsu

General Auditor: Kenneth Huang

Legal Compliance Officer: Brian Huang

Dated: March 21, 2017

92

Plan for improving internal controls as of end-2016

Area for improvement Details Estimated time
of completion
China Development Financial
FSC’s bank and financial holding issue No.10500185010
on January 10, 2017
The FSC’s ad-hoc risk management inspection of the
Company found that subsidiary KGI Securities’ overseas
subsidiary, Grand Cathay Capital HK, failed to report
related party transactions to the board of directors as
stipulated in the FSC’s bank issue No.0946000269 on July
8, 2005. The subsidiary and FHC were thus found failing to
establish a legal compliance system and fulfill supervisory
duties, respectively. Pursuant to Paragraph 1, Article 54 of
the Financial Holding Company Act, the Company
received thepunishment of correction.
KGI Securities has revised its “Principles
for Supervising Subsidiaries”, having
overseas
subsidiaries
comply
with
regulations
regarding
disclosure
of
directors’
conflicts
of
interest
and
recusals and report any potential conflicts
of interest against a proposal at the board
meeting and in the meeting minutes.
Completed.
KGI Bank (subsidiary)
1. Procedures of switching targets for investment-linked
insurance policies
KGI Bank has revised its rules for
switching targets for investment-linked
insurance
policies,
adding
quarterly
examination.
Completed.
2. FSC’s
bank
and
financial
holding
issue
No.10560001090 on June 23, 2016
KGI Bank was found to have deficiencies in operations
as it failed to implement proper account opening
procedures and internal controls required by the parent
company and found to have inadequate procedure of
approval by the board of directors. Pursuant to
Paragraph 1, Article 61-1 of the Banking Act, the
Company received punishment of correction.
1. KGI Bank has reviewed its procedures
of opening accounts, adding phone call
recording and joint visits.
2. KGI Bank has drafted internal control
guidelines, approved by the board of
directors.
Completed.
3. FSC’s
bank
and
financial
holding
issue
No.10500185210 on December 14, 2016
KGI Bank was found in violation of the Bankers
Association’s
Self-Regulatory
Rules
on
Banks
Conducting
Financial
Derivatives
Business
with
improper risk management, KYC procedure and selling
process. Pursuant to Paragraph 1, Article 61-1 of the
Banking Act, the Company received punishment of
correction.
KGI Bank has revised its regulations in
compliance to FSC’s latest version of
Regulations
Governing
Internal
Operating Systems and Procedures for
Banks Conducting Financial Derivatives
Business.
Completed.

2. Where the competent authority has required the company's internal control policies to be reviewed by a CPA, the CPA review report must be disclosed:

None

93

3.4.11 Penalties imposed for violations of laws or regulations and the major deficiencies of

China Development Financial Holding and its subsidiaries during the most recent two years and improvements made:

1. Prosecution against the Company’s statutory responsible person or any employee for crimes committed on the job:

None

2. Fines imposed by Financial Supervisory Commission (FSC) for violations of laws and regulations:

Nature of case and fines amount Status of the Improvement
FSC Decision No. Jin-Guan-Zheng-Qi-Fa-10300482361 and
Letter No. Jin-Guan-Zheng-Qi-10300482363 dated January
14, 2015
Findings in subsidiary - KGI Futures:
In June 2014, Lin, sales of KGI Futures, was found to have
engaged outsiders to solicit customers to open futures
accounts. Given that Lin had contacted outsiders by using
KGI Future’s company phone lines, the Company was found
responsible for lack of supervision. Both KGI Futures and Lin
were found to have violated Paragraph 2, Article 2 and
Subparagraph 21, Article 55 of Regulations Governing
Futures Commission Merchants, and Paragraph 2, Article 16
of
Regulations
Governing
Responsible
Persons
and
Associated Persons of Futures Commission Merchants.
Fines totalingNT$ 120,000 were imposed.
KGI Futures has since taken enhanced measures to
promote legal awareness among employees and
conducted intensive trainings to ensure compliance
from all employees.
FSC Decision No. Jin-Guan-Zheng-Jiao-Fa-1040050712 dated
December 10, 2015
On August 24, 2015, board of directors of China Development
Financial passed a resolution to buy back the Company's
shares, and was later found to have made purchases before
submitting a written report to FSC. This constituted a
violation against Article 3 of "Regulations Governing Share
Repurchase by Exchange-Listed and OTC-Listed Companies,"
a law created and authorized under Paragraph 3, Article 28-2
of the "Securities and Exchange Act."
Fines totaling NT$ 240,000 were imposed against the
statutory responsible person of China Development Financial
Holding.
To prevent future recurrence, China Development
Financial has revised its internal policies in
accordance with "Regulations Governing Share
Repurchase by Exchange-Listed and OTC-Listed
Companies,"
which
requires
all
necessary
announcements and reports to be made before
repurchasing shares.

94

3. Deficiencies reprimanded by the FSC

3. Deficiencies reprimanded by the FSC
Nature of case Status of the Improvement
FSC Letter No. Jin-Guan-Zheng-Quan-1040021630 dated
June 5, 2015
Findings in subsidiary - KGI Securities:
FSC made the following discoveries when conducting its
general inspection on subsidiary - KGI Securities between
December 3 and 27, 2014:
1. During the book building stage in some of the initial
public offerings (IPO), the subsidiary obtained declaration
of buyers' eligibility from potential subscribers but failed
to reject subscription requests raised by issuers' directors
and supervisors, and continued to allocate shares to them
despite their identities.
2. The Proprietary Trading Department was found to have
subscribed to shares underwritten by the subsidiary's own
Underwriting Department, and the underwritten securities
were not placed on the restricted list before relevant
information was made public.
3. The Proprietary Trading Department was found to have:
traded securities outside the price range recommended in
the investment decision report; issued trade instructions
before completing a formal trade decision report; and
where Emerging Stock Market shares were involved, the
Capital Markets Department was notified via email to
process trade instruction after the deal was made.
4. Sales of Xinyi Branch, Kuo was found to have paid
subscription deposits on behalf of customers during the
book building stage of a share offering.
5. When discussing certain agendas that concerned interests
of individual directors, the board had failed to address
whether these agendas were free of conflicting interests,
and allowed the interested directors to participate in the
discussion and voting without recuse.
An order of correction was issued for this violation.
KGI Securities had made the following improvements:
1. Companies for which the subsidiary plans to
underwrite shares over the next 3 months are now
placed on the restricted list, while more robust
controls have been taken to prevent subscription
from insiders.
2. To prevent similar mistakes, the subsidiary had
introduced enhanced notification practices on top of
its existing controls since January 8, 2015.
3. The subsidiary had reiterated and demanded all
sales/trader personnel to follow internal policies of
KGI Securities for all activities concerning the
analysis, decision-making, execution, amendment
and review of proprietary trading. Furthermore, the
computer system was amended on January 5, 2015,
to prevent similar occurrences.
4. Improvements at the frontline:
(1) Managers and traders of all branches nationwide
are being conveyed on "prohibited conduct."
(2) Partner banks are being instructed to reject
payments if the name of the payer differs from
the name of the subscriber. Exceptions are
allowed only if the payer provides satisfactory
explanation that is supported by a photocopy of
the fund transfer memo.
5. Since June 2013, the subsidiary has taken a more
general approach, rather than the material approach,
to include directors of both companies into the
avoidance list.
FSC Letter No. Jin-Guan-Zheng-Quan-1040030553 dated
August 3, 2015
As a participating securities firm of "W.I.S.E. - SSE 50
China Tracker"(referred to as SSE 50 ETF below)
KGI Securities had made the following improvements:
KGI Securities' subsidiary - KGI Securities (Hong
Kong) Limited was commissioned as the participating
securities firm for SSE 50 ETF in HongKongon

95

Nature of case Status of the Improvement
distributed by KGI SITC, subsidiary - KGI Securities was
found to have violated the following:
According to Subparagraph 18, Article 5 of the
"Collaboration Agreement" signed with KGI SITC: "The
participating securities firm... may trade on the secondary
market of Hong Kong... for the purpose of enhancing market
liquidity." However, KGI Securities had neglected its duty
of care as a prudent manager and failed to build up holding
positions of the fund, as required in the agreement, when the
Chinese stock market showed significant gains toward the
end of 2014. As a result, KGI Securities was unable to
mediate supply and demand on January 6, 2015, when SSE
50 ETF was priced at a premium instead of a discount. This
constituted a violation against Paragraph 1, Article 5 of
Regulations Governing Offshore Funds and Subparagraph
22, Article 37 of Regulations Governing Securities Firms.
An order of correction was issued for this violation.
August 21, 2015. KGI Securities had subsequently
signed an SSE 50 ETF Subscription and Buyback
Agreement with KGI Asia Limited and KGI Securities
(Hong Kong) Limited on December 21, 2015, that
should greatly reduce the chances of SSE 50 ETF being
priced at a significant discount or premium in the local
market.
FSC Letter No. Jin-Guan-Zheng-Tou-1040030438 dated
August 5, 2015
As a distributor of "W.I.S.E. - SSE 50 China Tracker"
(referred to as SSE 50 ETF below), KGI SITC was found to
have violated the following:
1. KGI SITC had neglected its duty of care and failed to
supervise its participating securities firm - KGI Securities
to build up holding positions of the fund in the Hong
Kong market in accordance with the Collaboration
Agreement, when the Chinese stock index that was being
tracked by SSE 50 ETF made significant gains toward the
end of 2014. Eventually, KGI Securities lacked the
inventory to mediate investors' demands, causing the SSE
50 ETF to be priced at a 14.55% premium instead of a
discount on 2015/1/6. This constituted a violation against
Paragraph 1, Article 5 of Regulations Governing Offshore
Funds.
2. Between January 6 and 15, 2015, the SSE 50 ETF
continued to be priced at a premium, reaching as high as
102.63% at one point. Given that the need to build up
positions was material to investors' interests,KGI SITC
KGI SITC had made the following improvements:
1. Liquidity plan:
The participating securities firm - KGI Securities had
engaged its own subsidiary - KGI Securities (Hong
Kong) Limited to become the participating securities
firm for SSE 50 ETF in Hong Kong on August 21,
2015. This new arrangement enabled an easier access
for all subscription and redemption requests. On
February 15, 2016, KGI Securities became the
liquidity provider for SSE 50 ETF, which enables it
to mediate investors' demands in the future.
2. In the future, KGI SITC will disclose on Fund Clear
any significant increases in pricing premiums that
would require the liquidity provider to build up
holding positions.

96

Nature of case Status of the Improvement
did not disclose this information on Fund Clear during
this period, which constituted a violation against
Subparagraph 13, Paragraph 1, and Article 12 of
Regulations Governing Offshore Funds.
A warningwas issued in light of this violation.
FSC Letter No. Jin-Guan-Zheng-Quan-1040037202 dated
October 19, 2015
Subsidiary - KGI Securities had performed inadequate credit
assessment when accepting customers' instructions to
purchase securities. It lacked the necessary internal control
to prevent disruption of market stability, whereas its sales
were ignorant of the professional care they were expected at
work. All of which had violated securities regulations.
A warning was issued in light of this violation.
KGI Securities had made the following improvements:
1. "Notes on Acceptance of Customers' Trading
Instructions by International Department" was
implemented on January 30, 2016.
2. "Notes on Acceptance of Customers' Trading
Instructions
by
Brokerage
Department"
was
implemented on February 23, 2016.
3. "Notes on Acceptance of Trading Instructions from
Institutional
Investors"
was
implemented
on
February24,2016.
FSC Letter No. Jin-Guan-Zheng-Tou-1040048995 dated
November 20, 2015
Subsidiary - KGI SIAC was found to have charged service
fees at 15% of customers' profits in the discretionary
investment agreements it signed with customers. This
constituted a violation against Subparagraph 4, Article 20 of
Regulations Governing the Conduct of Discretionary
Investment Business by Securities Investment Trust
Enterprises
and
Securities
Investment
Consulting
Enterprises.
An order of correction was issued for this violation.
KGI SIAC had made the following improvements:
1. FSC had approved the request made by KGI SIAC
on July 29, 2015, to cease all discretionary
investment services.
2. KGI SIAC will ensure compliance with laws and
protection of customers' interests should it decide to
resume discretionary investment services in the
future.
FSC Letter No. Jin-Guan-Zheng-Fa-1040038042 dated
December 4, 2015
Subsidiary - KGI Securities was found to have violated
Subparagraph 4, Article 25 of Regulations Governing
Securities Firms while serving as the lead underwriter for
the new share offering of ABC Company.
An order of correction was issued for this violation.
KGI Securities had made the following improvements:
1. Communicated with employees on some of the
important issues concerning "securities underwriting
services and case assessments," including the
following:
(1) For issuers that had completed their previous
offerings less than one year ago for the purpose of
working capital, employees are required to develop
further understanding into the purpose of the new
offering, the timing of capital shortage, the cause of
capital shortage, and the necessity and rationality
of the new offering.

97

Nature of case Status of the Improvement
(2) Employees
are
required
to
understand
the
rationality that issuers adopt to estimate their
minimum cash balances, as shown in the cash flow
projection of the new offering.
(3) Employees are required to understand whether
there are any major differences in future R&D
expenses, whether the new offering is used to
finance new R&D projects, and evaluate the overall
necessity of the new offering.
2. All business units have been instructed to take note
of the above in future services.
FSC Letter Jin-Guan-Zheng-Tou-1050014657 dated May
12, 2016
FSC examined the day-to-day operations of subsidiary KGI
SITE and formed the following opinions:
1. The investment analysis reports referenced for buying
attention securities failed to analyze and evaluate the risks
involved with the degree of short-term increases and
liquidity.
2. Mutual funds traded securities-related products for
hedging purposes but failed to reveal the negotiable
securities (or investment portfolios), that are highly
related to these products, in the transaction analysis
reports.
An order of correction was issued for these violations.
KGI SITE has made the following improvements:
1. It has made it a point to advertise internally that
when buying “attention securities”, the Company
should reveal transaction information in the
investment analysis report and also conduct
analysis and evaluation of short-term rally and
liquidity risks.
2. The Company has raised internal awareness of the
need
for
mutual
funds,
when
trading
securities-related products for hedging purposes, to
explicitly reveal their portfolios of negotiable
securities that are highly related to hedging
products, in investment analysis reports.
FSC Letter Jin-Guan-Yin-Kong-10560001090 dated June
23, 2016
KGI Bank failed to thoroughly implement the due
procedures of opening savings accounts and used the
corporate charter directly copied from the parent company
for internal control without first having it approved by the
board of directors. This risks hindering the healthy
operations of CDF.
An order of correction was issued for this violation.
1. KGI Bank has re-examined account-opening
procedures and added such mechanisms as
recorded telephone notices and joint external
clients.
2. KGI Bank has set up its own internal control
charter, approved by the board of directors.

98

Nature of case Status of the Improvement
FSC Letter Jin-Guan-Zheng-Zi-1050029805 dated August 4,
2016
FSC examined the day-to-day operations of subsidiary
Global Securities Finance Corporation (GSF) and formed
the following opinions:
1. Capital stock reduction was partially funded by issuance
of commercial paper.
2. When granting margin loans or lending out stocks, GSF
failed to evaluate clients and grant credit lines
accordingly, as required by internal rules. The internal
control was flawed.
An order of correction was issued for these violations.
GSF has made the following improvements:
1. When conducting capital maneuvers in the future,
GSF will see to it that the source of funds is in
compliance with legal regulations.
2. For the purpose of granting margin loans or lending
out stocks or opening or renewing accounts for
clients who borrow on collateral, GSF now
provides a client credit line search table, so as to
facilitate calculating clients’ credit lines on a
consolidated basis and controlling clients’ overall
credit default risk.
FSC
Letter
Jin-Guan-Yin-Kong-10500185210
dated
December 14, 2016
When conducting financial derivatives business, CDF
subsidiary KGI Bank failed to fully implement the
risk-management
requirements
indicated
in
“Self-disciplinary Regulation Governing Banks Conducting
Financial Derivatives Business”, as drafted by The Bankers
Association of the Republic of China. Such deficiencies as
imperfect implementation of the know-your-client and
risk-management procedures were found during sales of
products and might hinder the healthy operations of CDF.
An order of correction was issued for this violation.
KGI Bank has completed amendments of its internal
charter pursuant to FSC’s revision of “Regulations
Governing Internal Operating Systems and Procedures
for Banks Conducting Financial Derivatives Business”
and related regulations.

99

4. Penalties imposed by the FSC in accordance with Paragraph 1, Article 54 of the Financial Holding Company Act

Financial Holding Company Act
Nature of case Status of Improvement
FSC Letter Jin-Guan-Yin-Kong-10500185010 dated January
10, 2017
FSC stated in a report detailing its examination of CDF’s
risk-management measures that regarding subsidiary KGI
Securities’ overseas subsidiaries revealing information on
related-party transactions during board meetings, due
procedures had not been followed thoroughly. KGI
Securities had not fulfilled its responsibility of overseeing
subsidiaries, which may hinder the healthy operations of
CDF.
An order of correction was issued for this violation.
KGI
Securities
has
amended
its
“Subsidiary
Supervision Process Criteria” to see to it that its
overseas subsidiaries will follow the requirements
regarding the revealing and avoidance of conflicts of
interests involving board directors. KGI Securities now
requires that, when submitting proposals during board
meetings, subsidiaries must check for potential
conflicts of interest involving board directors. In the
event such a conflict of interest is discovered, an
explanation of the situation will be added to the
meetingminutes.

5. Disclosure of losses exceeding NT$ 50 million incurred during the year, whether in one event or aggregately over several events, as a result of extraordinary non-recurring incidents (such as fraud, theft, embezzlement, fictitious transactions, forgery of documents and securities, kickbacks, natural disasters, external forces, hackers' attacks, theft and leakage of confidential information, disclosure of customers' details or other material occurrences), or accidents arising due to lack of financial security measures

None

6. Other disclosures mandated by FSC

None

100

3.4.12 Shareholder meeting(s) and significant board resolutions during the most recent year and up to the date of publication of this annual report

1. Resolutions of 2015 shareholders meeting (May 16, 2016) and their implementation: (1) Matters for Discussion:

Proposal 1: Amendment on the Company’s “Articles of Incorporation”

Resolution:

The proposal was approved as proposed. The number of shares represented by the shareholders present at the time of voting was 12,192,963,806, including 4,829,033,641 shares represented by the shareholders exercising voting rights electronically, accounting for 83.03% of the total outstanding shares. The total number of votes casted for the proposal was 10,965,211,834, including 4,028,582,618 votes casted electronically, accounting for 92.33% of the votes. 5,448,949 votes (among which 5,447,175 votes were casted electronically) were casted against the proposal, 0 shares were invalid votes and 905,832,307 shares (among which 795,003,848 were electronic votes) were refrained from voting.

Implementation: The amended Articles of Incorporation implemented on May 16, 2016 and completed the registration to the Ministry of Economic Affairs within 15 days in comply with the law.

(2) Matters for Recognition:

Proposal 1 : Acceptance of 2015 Business Report, financial statements, consolidated financial statements and relevant books and reports

Resolution:

This proposal was recognized as proposed. The number of shares represented by the shareholders present at the time of voting was 12,193,632,257, including 4,829,033,641 shares represented by the shareholders exercising voting rights electronically, accounting for 83.03% of the total outstanding shares. The total number of votes casted for the proposal was 10,923,149,261, including 3,985,595,432 votes casted electronically, accounting for 91.97% of the votes. 89,696 votes (among which 69,844 votes were casted electronically) were casted against the proposal, 39 shares were invalid votes and 953,922,545 shares (among which 843,368,365 were electronic votes) were refrained from voting.

Implementation : Announced upon resolution of the shareholders meeting

Proposal 2: Acceptance of 2015 earnings distribution plan

Resolution:

This proposal was recognized as proposed. The number of shares represented by the

101

shareholders present at the time of voting was 12,194,709,702, including 4,829,033,641 shares represented by the shareholders exercising voting rights electronically, accounting for 83.04% of the total outstanding shares. The total number of votes casted for the proposal was 10,970,626,935, including 4,033,878,938 votes casted electronically, accounting for 92.36% of the votes. 196,855 votes (among which 177,003 votes were casted electronically) were casted against the proposal, 0 shares were invalid votes and 907,415,196 shares (among which 794,977,700 were electronic votes) were refrained from voting.

Implementation : The cash dividends were allocated on June 24, 2016.

(3) Matters for Discussion:

Proposal 1: Approval of the proposal for the 4th issuance of restricted employee stocks to attract and retain professional talents

Resolution:

The proposal was approved as proposed. The number of shares represented by the shareholders present at the time of voting was 12,195,552,906, including 4,829,033,641 shares represented by the shareholders exercising voting rights electronically, accounting for 83.04% of the total outstanding shares. The total number of votes casted for the proposal was 10,134,332,444, including 3,196,731,190 votes casted electronically, accounting for 85.31% of the votes. 757,737,495 votes (among which 756,166,697 votes were casted electronically) were casted against the proposal, 563,160 shares were invalid votes and 986,449,091 shares (among which 876,135,754 were electronic votes) were refrained from voting.

Implementation : The total restricted employee new shares issued: 1,321,551 common shares and was distributed on January 25, 2017

(4) Matters for Election:

Proposal 1: Election of the 6th term Board of Directors (including Independent Directors)

Resolution:

Chairperson declared that the 6 directors and 3 independent directors were elected as received most votes among other candidates.

Implementation : The elected list has been announced on “Market Observation Post System (MOPS) as required and completed the registration to the Ministry of Economic Affairs on July 4, 2016.

102

2. Major Resolutions of Shareholders’ Meeting and Board Meetings

  • (1) 49[th] directors’ meeting of the 5th board on January 25, 2016

  • resolution for the date to convene the 2016 general shareholders' meeting and related matters

  • resolution to repurchase and cancel its shares

  • (2) 51[st] directors’ meeting of the 5th board on February 22, 2016

  • resolution for amendment of Articles of Incorporation

(3) 52[nd] directors’ meeting of the 5th board on March 9, 2016

  • resolution for election of the 6[th] term Board of directors

(4) 53[rd] directors’ meeting of the 5th board on March 28, 2016

  • resolution to dispose of China Development Asset Management Corporation

  • resolution for implementation of stock repurchase plan

  • resolution for the 2015 employees' compensation and remuneration to directors

  • resolution for 2015 Business Report, financial statements, consolidated financial statements and relevant books and reports

  • resolution for 2015 dividends distribution

  • resolution for the fourth issuance of restricted employee shares

  • resolution for shareholders-nominated list of director candidates and qualification of independent directors candidates

  • resolution for 2016 annual shareholder meeting agenda

(5) 54[th] directors’ meeting of the 5th board on April 25, 2016

  • resolution for retiring purchased shares

(6) 1[st] directors’ meeting of the 6th board on May 16, 2016

  • announcement of the 3rd-term Remuneration Committee

  • resolution of the election of the 6th-term Board of Directors

  • (7) 4[th] directors’ meeting of the 6th board on July 14, 2016

  • on behalf of CDIB, announced the list of the 20th-term Directors

  • on behalf of KGI Bank, announced the list of the 10th-term Directors

(8) 5[th] directors’ meeting of the 6th board on July 25, 2016

  • resolution to apply to the Financial Supervisory Commission for extension of the industrial bank license through the subsidiary of China Development Bank

(9) 6[th] directors’ meeting of the 6th board on August 29, 2016

  • resolution for the 2015 distribution of directors’ compensation

103

  • (10) 9[th] directors’ meeting of the 6th board on October 24, 2016

  • resolution for directors’ liability insurance

  • (11) 10[th] directors’ meeting of the 6th board on November 21, 2016

  • resolution for cooperating with the subsidiary China Development Bank to extend the industrial bank license and apply to the Financial Supervisory Commission for a further extension of the 100% holding of the Bank of China Asset Management Co., Ltd.

  • (12) 12[th] directors’ meeting of the 6th board on December 26, 2016  resolution for 2017 budget report

3.4.13 Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors:

None

3.4.14 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, President and Heads of Finance, Accounting, and Auditing) in the most recent year up to the publication date of this annual report:

up to the publication date of this annual report: up to the publication date of this annual report: up to the publication date of this annual report: up to the publication date of this annual report: up to the publication date of this annual report:
March 31,2017
Title Name Date of
Appointment
Date of
Termination
Reasons for Resignation
or Dismissal
Chairman Mu-Tsai Chen 2008/12/15 2016/5/17 Retired
President Paul Yang 2011/9/29 2017/1/21 Resigned

104

3.5 Information Regarding the Company’s Audit Fee and Independence

3.5.1 Audit Fee

Accounting Firm Name of CPA Name of CPA Period Covered by
CPA’s Audit
Remarks
Deloitte & Touche Wu, Yi-Chun Kuo, Cheng-Hung 2016.01.01~
2016.12.31
(Note)
Wu, Mei-Hui Kuo, Cheng-Hung

Note: Due to the internal work adjustment in DDT, the CPA has been changed from 2016 Q4.

Unit: NT$ thousands

Fee Items
Fee Range
Fee Items
Fee Range
Audit Fee Non-audit
Fee
Total
1 Under NT$2,000,000 - 1,571 1,571
2 NT$2,000,001 ~ NT$4,000,000 - - -
3 NT$4,000,001 ~ NT$6,000,000 4,900 - 4,900
4 NT$6,000,001 ~ NT$8,000,000 - - -
5 NT$8,000,001 ~ NT$10,000,000 - - -
6 Over NT$100,000,000 - - -

Unit: NT$ thousands

Unit: NT$ thousands
Accounting
Firm
Name of CPA
(Note1)
Audit
Fee
Non-audit Fee Period
Covered
by CPA’s
Audit
Remarks
System
of
Design
Company
Registration
Human
Resource
Others
(Note2)
Subtotal
Deloitte &
Touche
Wu,
Yi-Chun
Kuo,
Cheng-Hung
- - - 1,571 1,571 2016.01.01
~
2016.12.31

(Note2 )
Wu,
Mei-Hui
Kuo,
Cheng-Hung

Note 1: Due to the internal work adjustment in DDT, the CPA has been changed from 2016 Q4.

Note 2: Other non-audit fees include those for reviewing the checklists and basic information tables intended for capital increase applications and tax-related cases.

3.5.2 If a change of accounting firm has taken place during the year, please divide the audit

period and disclose audit and non-audit fee in chronological order. Please also state the reason for such changes in the Remarks column.

None

105

3.5.3 If audit fee is reduced by 15% or more from the previous year, the amount, percentage and reason for reduction must be disclosed:

None

3.6 Replacement of CPA

Due to the internal work adjustment in DDT, the company’s CPA has been changed from Wu, Yi-Chun and Kuo, Cheng-Hung to Wu, Mei-Hui and Kuo, Cheng-Hung.

3.7 Audit Independence

The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2016:

None

106

  • 3.8 Facts about the director, manager, or a same person or a same affiliated enterprise having held the equity of a same financial holding corporation with voting power exceeding the specified ratio which should be declared the facts of equity transfer and change in equity pledge under Article 11 of the Managerial Regulations

3.8.1 Changes in Shareholding of Directors, Managers and Major Shareholders

Unit: Shares

Unit: Shares Unit: Shares
Title Name 2016 As of March 31,2017
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman Kai Don Investment
Co.,Ltd.
0 0 0
0
Representative
Chia-JuchChang
380,000 0 0
0
Managing
Director
Shin Wen Investment
Co., Ltd.
(Major shareholders with
over 1% shareholding.)
0 0 0
0
Representative
Long-I Liao
0 0 0
0
Independent
Director /
Managing
Director
Ching-Yen Tsay 0 0 0
0
Director GPPC Chemical Corp. 0 0 0
0
Representative
MarkWei
(50,000) 0 0
0
Director Chi Jie Investment
Co.,Ltd.
0 0 0
0
Representative
Paul Yang
3,220,303 (3,600,000) 3,358,025
0
Director Shin Wen Investment
Co., Ltd.
(Major shareholders with
over 1% shareholding.)
0 0 0
0
Representative
HowYongLee
0 0 0
0
Director Bank of Taiwan Co., Ltd.
(Major shareholders with
over 1% shareholding.)
32,729,754 0 48,211,577
0
Representative
Shing-Shiang Ou
0 0 0
0
Independent
Director
Gilbert T.C. Bao 0 0 0
0
Independent
Director
Hsiou-Wei, Lin 0 0 0
0

107

Title Name 2016 2016 As of March 31,2017 As of March 31,2017
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Acting President Daw-Yi Hsu 82,733 0 28,744
0
General Auditor Kenneth Huang 0 0 0
0
Executive VP Eddy Chang 73,255 0 77,890
0
Executive VP Julian Yan 0 0 0
0
Executive VP Brian Chou 0 0 0
0
Executive VP Te En Chan 0 0 8,000
0
Executive VP Jane Lai 0 0 0
0
Executive VP Jenny Chiang 0 0 0
0
Executive VP Andy Lin (1,500,000) 0 25,317
0
Executive VP Jane Lai 0 0 0
0
Executive VP Chih Yu Chou 20,000 0 0
0
Executive VP Eddie Wang 517,818 0 542,613
0
Executive VP Lawrence S. Liu 118,201 0 91,867
0
Executive VP Reddy Wong 94,321 0 425,132
0
Executive VP Janet Sheng 32,683 0 8,945
0
Executive VP Michael M. H. Peng 20,000 0 0
0
Executive VP Josephine Yang 0 0 0
0
Executive VP Vincent Hung 0 0 0
0
Executive VP Ming Lin 139,151 0 0
0
Executive VP David Kuo 0 0 0
0
Executive VP James Meng 0 0 0
0
Executive VP Guang-Yue Yeh 0 0 0
0
Executive VP Brian Huang 0 0 0
0
Executive VP Frances Tsai 0 0 0
0
Executive VP Kiki Shih 0 0 0
0
Executive VP Isabel Liu 0 0 0
0
Executive VP Hans Tzou 0 0 0
0
Executive VP Teresa Li 0 0 0
0

108

Title Name 2016 2016 As of March 31,2017 As of March 31,2017
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
SVP Amy Shan 0 0 0
0
SVP Lecko Lai 0 0 0
0
SVP Michael Chang 0 0 0
0
SVP Ellen Chang 152,953 0 0
0
SVP Adrienne Chiu 0 0 0
0
SVP Vincent Hsiao 0 0 0
0
SVP Chris Sun 0 0 0
0
SVP Alex Hung 1,000 0 0
0
SVP Lian Yin Li 0 0 0
0
SVP Marisol Wang 0 0 0
0
SVP Sharol Lin 0 0 0
0
SVP Abby Chen 0 0 0
0
SVP Shu Ling Yang 0 0 0
0
SVP Christy Lin 0 0 0
0
SVP Sandra Yao 0 0 0
0
SVP Pi Fa Yang 0 0 0
0
SVP Steven Ching 0 0 0
0
SVP James Chou 0 0 0
0
SVP Milly Liu 0 0 0
0
SVP Joann Tsai 0 0 0
0
SVP Thomas Wu 0 0 0
0
SVP Floyd Wang 61,243 0 0
0
SVP Spencer Kao 0 0 0
0
SVP Patrick Huang 0 0 0
0
SVP Marian Fu 0 0 0
0

Note 1: Any of the aforementioned personnel who fill up this Table if holding over 1% of the total shares of the financial holding corporation shall be remarked as a major shareholder and shall respectively enumerate such fact.

  • Note 2: In the event that the opposite party of share transfer or share pledge is a related party, please additionally fill up the following table.

109

3.8.2 Shares Trading with Related Parties

March 31, 2017

Name Reason for
Transfer
Date of
Transaction
Transferee Relationship between Transferee
and Directors, Supervisors,
Managers and Major
Shareholders

Shares
Transaction
Price (NT$)
None None None None None None None

3.8.3 Shares Pledge with Related Parties

3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties 3.8.3 Shares Pledge with Related Parties
March 31, 2017
Name Reason for
Transfer

Date of
Transaction
Transferee Relationship between
Transferee and Directors,
Supervisors, Managers and
Major Shareholders
Shares Shares
holding
%
Shares
Pledged
%
Pledged
Amount
None None None None None None None None None

110

3.9 Relationship among the Top Ten Shareholders

April 18, 2017

Name Current
Shareholding
Current
Shareholding
Spouse’s/minor’s
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship
Between the Company’s
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Name and Relationship
Between the Company’s
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Remarks
Shares % Shares % Shares % Shares
Bank of Taiwan Co.,
Ltd. (Note)
286,941,073 1.92 0 0.00 0 0.00 None None
Representative:
Lyu,Jye-Cherng
0 0.00 0 0.00 0 0.00 None None
KGI Securities 302,585,796 2.02 0 0.00 0 0.00 None None
Representative:
Daw-Yi Hsu
511,091 0.00 5,600,000 0.04 0 0.00 None None
Government of
Singapore
295,005,426 1.97 0 0.00 0 0.00 None None
China Life Insurance
Co., Ltd.
562,468,259 3.76 0 0.00 0 0.00 None None
Representative:
Alan Wang
0 0.00 0 0.00 0 0.00 None None
Cathay Life
Insurance Co., Ltd.
347,341,000 2.32 0 0.00 0 0.00 None None
Representative:
Hong-Tu Tsai
0 0.00 0 0.00 0 0.00 None None
Shin Kong Life
Insurance Co., Ltd.
226,737,310 1.51 0 0.00 0 0.00 None None
Representative:
Tung-Chim-Wu
0 0.00 0 0.00 0 0.00 None None
Vanguard Emerging
Markets Stock Index
Fund
251,192,649 1.68 0 0.00 0 0.00 None None
Shin Wen Investment
Co., Ltd
650,252,192 4.34 0 0.00 0 0.00 Jing Kwan
Investment
Co., Ltd.
With the same
person as the
representative;
Shin Wen
Investment Co.,
Ltd. is the
supervisor of Jing
Kwan Investment
Co.,Ltd.
Representative:
Chun-Tai Wu
2,594,652 0.02 0 0.00 0 0.00
Jing Kwan
Investment Co., Ltd.
416,881,377 2.78 0 0.00 0 0.00 Shin Wen
Investment
Co., Ltd
With the same
person as the
representative;,
Shin Wen
Investment Co.,
Ltd. is the
supervisor of Jing
Kwan Investment
Co.,Ltd.
Representative:
Chun-Tai Wu
2,594,652 0.02 0 0.00 0 0.00
Fubon Life Insurance
Co.,Ltd.
456,500,000 3.05 0 0.00 0 0.00 None None
Representative:
Richard M. Tsai
0 0.00 0 0.00 0 0.00 None None

Note: Shares held by Bank of Taiwan Co., Ltd. do not include shares held by the financial department of Bank of Taiwan.

111

3.10 Ownership of Shares in Affiliated Enterprises

December 31, 2016 Unit: shares/ %

December 31, 2016
Unit:shares/ %
December 31, 2016
Unit:shares/ %
Affiliated
Enterprises
(Note 1)
Ownership by the Company
(Note 2)
Direct or Indirect Ownership by
Directors, Supervisors, Managers
Total Ownership
Shares % Shares % Shares %
China Development
Industrial Bank (Note 3)
2,060,399,410 100.00 0 0.00 2,060,399,410 100.00
KGI Securities Co., Ltd. 3,498,812,320 100.00 0 0.00 3,498,812,320 100.00
KGI Bank 4,606,162,291 100.00 0 0.00 4,606,162,291 100.00
Capital Securities
Corporation
123,811,510 5.46 12,137,528 0.53 135,949,038 5.99
CDIB Venture Capital
Corporation
0 0.00 922,790,915 100.00
922,790,915

100.00
China Development Asset
Management Corporation
0 0.00 200,000,000 100.00
200,000,000

100.00
CDIB Capital Management
Corporation
0 0.00 33,093,889 100.00
33,093,889

100.00
CDIB Capital Investment I
Limited
0 0.00 132,800,000 100.00
132,800,000

100.00
CDIB Capital International
Corporation
0 0.00 4,700,000 100.00
4,700,000

100.00
CDIB Capital Investment II
Limited
0 0.00 80,000,000 100.00
80,000,000

100.00
CDIB Global Markets
Limited
0 0.00 339,392 100.00
339,392

100.00
CDIB Management
Consulting Corporation
0 0.00 153,171,873 100.00
153,171,873

100.00
Richpoint Company
Limited
0 0.00 229,751,070 100.00
229,751,070

100.00
KGI Venture Capital Co.,
Ltd.
0 0.00 60,000,000 100.00
60,000,000

100.00
KGI Securities Investment
Advisory Co., Ltd.
0 0.00 5,000,000 100.00
5,000,000

100.00
KGI Insurance Brokers Co.,
Ltd.
0 0.00 500,000 100.00
500,000

100.00
KGI Securities Investment
Trust Co., Ltd.
0 0.00 29,998,147 99.99
29,998,147

99.99
KGI Futures Co., Ltd. 0 0.00 85,744,086 99.61
85,744,086

99.61
CDIB Biotech USA
Investment Co., Ltd.
0 0.00 3,060,000 50.00 3,060,000
50.00

112

Affiliated
Enterprises
(Note 1)
Ownership by the Company
(Note 2)
Ownership by the Company
(Note 2)
Direct or Indirect Ownership by
Directors, Supervisors, Managers
Direct or Indirect Ownership by
Directors, Supervisors, Managers
Total Ownership Total Ownership
Shares % Shares % Shares %
Tuntex Gas Corporation 0 0.00 104,066,400 47.30
104,066,400

47.30
CDIB CME Found Ltd. 0 0.00 59,700,000 39.80
59,700,000

39.80
CDIB Biomedical Venture
Capital Corporation
0 0.00 60,000,000 34.29
60,000,000

34.29
CDIB & Partners
Investment Holding
Corporation
0 0.00 367,200,000 33.66
367,200,000

33.66
CDIB Bioscience Venture
Management (BVI), Inc.
0 0.00 112,500 28.04
112,500

28.04
Global Securities Finance
Corporation
0 0.00 87,958,558 21.99
87,958,558

21.99
CDIB Bioscience Ventures
I, Inc.
0 0.00 5,729,721 21.41
5,729,721

21.41
Yih Dah Co., Ltd. 0 0.00 13,746,864 19.89
13,746,864

19.89
Belta (Cayman) Holding
Company Ltd. - Corporate
Bond
0 0.00 35,781 19.26
35,781

19.26
Awise Fiber Technology
Co., Ltd.
0 0.00 3,500,000 18.15
3,500,000

18.15
STL Technology Co., Ltd. 0 0.00 12,457,934 17.71
12,457,934

17.71
Insrea Game Center Corp. 0 0.00 3,000,000 17.65
3,000,000

17.65
LeFram Technology Corp. 0 0.00 7,484,454 17.48
7,484,454

17.48
Sun Q Solar Corporation 0 0.00 19,000,000 17.26
19,000,000

17.26
Luminous Town Electric
Co., Ltd.
0 0.00 10,699,209 16.01
10,699,209

16.01
Gold Peak Industries
(Taiwan) Ltd.
0 0.00 30,626,980 15.04
30,626,980

15.04
Healthstream Taiwan Inc. 0 0.00 4,774,523 13.96
4,774,523

13.96
Top Green Energy
Technologies Inc.
0 0.00 17,351,851 13.88
17,351,851

13.88
Entery Industrial Co., Ltd. 0 0.00 8,364,000 13.60
8,364,000

13.60
Copartner Tech. Corp. 0 0.00 11,024,340 12.97
11,024,340

12.97
Dabomb Protein Corp. 0 0.00 3,128,160 12.86 3,128,160
12.86

113

Affiliated
Enterprises
(Note 1)
Ownership by the Company
(Note 2)
Ownership by the Company
(Note 2)
Direct or Indirect Ownership by
Directors, Supervisors, Managers
Direct or Indirect Ownership by
Directors, Supervisors, Managers
Total Ownership Total Ownership
Shares % Shares % Shares %
Riselink Venture Capital
Corp.
0 0.00 8,015,792 12.50
8,015,792

12.50
Reliance Securities
Investment Trust Co., Ltd.
0 0.00 3,840,175 12.31
3,840,175

12.31
Eastern Power and Electric
Company Limited
0 0.00 3,201,019 12.00
3,201,019

12.00
EVA Technologies Co., Ltd. 0 0.00 6,120,399 11.87
6,120,399

11.87
Aonvision Technology
Corp.
0 0.00 1,803,000 11.71
1,803,000

11.71
EChem Hightech Co., Ltd. 0 0.00 2,047,913 11.69
2,047,913

11.69
Kuangli Photoelectric
Technology Co., Ltd.
0 0.00 5,224,326 11.45
5,224,326

11.45
The Asia Java Fund PTE.
Ltd.
0 0.00 2,111 11.34
2,111

11.34
Lightel Technologies, Inc. 0 0.00 3,000,000 11.27
3,000,000

11.27
Yenyo Technology Co., Ltd. 0 0.00 4,500,000 11.15
4,500,000

11.15
Chain Yarn Co., Ltd. 0 0.00 16,671,977 10.85
16,671,977

10.85
Solar Fine Chemical Co.,
Ltd.
0 0.00 4,828,064 10.83
4,828,064

10.83
Logitech Inc. 0 0.00 2,965,248 10.69
2,965,248

10.69
Elit Fine Ceramics Co., Ltd. 0 0.00 5,000,000 10.64
5,000,000

10.64
Mostar Semiconductor
Corp.
0 0.00 2,741,208 10.60
2,741,208

10.60
MEC IMEX INC. 0 0.00 4,802,000 10.52
4,802,000

10.52
Jochu Technology Co., Ltd. 0 0.00 8,499,726 10.21
8,499,726

10.21
Motive Power Industry Co.,
Ltd.
0 0.00 10,000,000 10.00
10,000,000

10.00

Note 1: Investees of China Development Financial Holding Co., Ltd. and the subsidiaries.

Note 2: The investments made pursuant to Article 36 of Financial Holding Company Act.

Note 3: Renamed as CDIB Capital Group on March 15, 2017.

114

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Issued Shares

April 18,2017 April 18,2017 April 18,2017
Month/
Year

Par
Value
(NT$)
Authorized Capital Paid-in Capital Remark
Shares Amount
(NT$’000)
Shares Amount
(NT$’000)
Sources of Capital Capital
Increased by
Assets Other
than Cash
Other
January
2014
10 20,000,000,000 200,000,000,000 15,036,966,640 150,369,666,400 New restricted
employee shares
from equity raising
None Decree
No.1020026295
issued by FSC
dated July 12th,
2013
September
2014
10 20,000,000,000 200,000,000,000 15,343,113,310 153,431,133,100 Capital raising via
new share issuance
as quid pro quo with
Cosmos Bank's
share transfer.
None Decree
No.1030011717
0 issued by FSC
dated July 29th,
2013
December
2014
10 20,000,000,000 200,000,000,000 15,343,849,307 153,438,493,070 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
February
2015
10 20,000,000,000 200,000,000,000 15,349,549,047 153,495,490,470 New restricted
employee shares
from equity raising
None Decree
No.1030026288
issued by FSC
dated July 17th,
2014
March 2015 10 20,000,000,000 200,000,000,000 15,353,318,276 153,533,182,760 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
May
2015
10 20,000,000,000 200,000,000,000 15,164,430,276 151,644,302,760 Capital deduction
via decrease in
treasury stocks.
None Decree
No.1040009405
0 issued by FSC
dated May 15th,
2015
July
2015
10 20,000,000,000 200,000,000,000 15,164,455,276 151,644,552,760 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
October
2015
10 20,000,000,000 200,000,000,000 15,166,084,122 151,660,841,220 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
December
2015
10 20,000,000,000 200,000,000,000 15,112,407,122 151,124,071,220 Capital deduction
via decrease in
treasury stocks.
None Decree No.
10400299100
issued by FSC
dated December
14th, 2015

115

February
2016
10 20,000,000,000 200,000,000,000 15,116,885,170 151,168,851,700 New restricted
employee shares
from equity raising
None Decree No.
1040033216
issued by FSC
dated August
31st, 2015
April
2016
10 20,000,000,000 200,000,000,000 15,117,022,208 151,170,222,080 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
June
2016
10 20,000,000,000 200,000,000,000 14,974,012,208 149,740,122,080 Capital deduction
via decrease in
treasury stocks.
None Decree No.
10500121330
issued by FSC
dated May 31st,
2016
October
2016
10 20,000,000,000 200,000,000,000 14,974,420,275 149,744,202,750 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
January
2017
10 20,000,000,000 200,000,000,000 14,974,421,275 149,744,212,750 Change employee
stock option
issuance to common
shares.
None Decree No.
0990042795
issued by FSC
dated September
2nd, 2010
January
2017
10 20,000,000,000 200,000,000,000 14,975,742,826 149,757,428,260 New restricted
employee shares
from equity raising
None Decree No.
1050024592
issued by FSC
dated July 5th,
2016

B. Type of Stock

April 18, 2017

April 18, 2017
Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
14,975,742,826 5,024,257,174 20,000,000,000 Listed Stocks
0 0 0

C. Information for Shelf Registration

April 18, 2017

Securities
Type
Preparingto Issue Amount Preparingto Issue Amount Issued Amount Issued Amount Purpose and
Effect for
Issued Shares
Issue Period
for Unissued
Shares
Remarks
Total
Shares
Authorized
Amount
(NT$’000)
Shares Price
(NT$)
none none none none none none none none

116

4.1.2 Status of Shareholders

April 18, 2017

April 18, 2017
Item Government
Agencies
Financial
Institutions
Other Juridical
Persons
Domestic Natural
Persons
Foreign Institutions
& Natural Persons
Total
Number of
Shareholders
9 21 902 543,352 1,137 545,421
Shareholding
(shares)
1,191 2,138,403,978 2,629,008,720 6,568,365,793 3,639,963,144 14,975,742,826
Percentage 0.00 14.28 17.56 43.85 24.31 100.00

4.1.3 Shareholding Distribution Status

A. Common Shares

April 18, 2017

April 18, 2017
Class of Shareholding
(Unit: Share)
Number of Shareholders Shareholding (Shares) Percentage
1 ~ 999 188,620 36,681,844 0.24
1,000 ~ 5,000 175,161 422,633,844 2.82
5,001 ~ 10,000 64,780 472,323,081 3.15
10,001 ~ 15,000 35,317 422,964,510 2.82
15,001 ~ 20,000 17,614 311,398,698 2.08
20,001 ~ 30,000 22,396 544,046,915 3.63
30,001 ~ 50,000 18,173 699,331,706 4.67
50,001 ~ 100,000 13,245 915,846,297 6.12
100,001 ~ 200,000 5,966 810,719,381 5.41
200,001 ~ 400,000 2,397 653,642,277 4.36
400,001 ~ 600,000 654 318,204,972 2.12
600,001 ~ 800,000 248 172,052,286 1.15
800,001 ~ 1,000,000 173 156,276,351 1.04
1,000,001 or over 677 9,039,620,664 60.39
Total 545,421 14,975,742,826 100.00

B. Preferred Shares

April 18, 2017

April 18, 2017
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding (Shares) Percentage
Total None

117

April 18, 2017

4.1.4 List of Major Shareholders

Shareholder's Name
Bank of Taiwan Co., Ltd.
KGI Securities Co., Ltd.
Government of Singapore
China Life Insurance Co., Ltd.
CathayLife Insurance Co., Ltd.
Shin KongLife Insurance Co., Ltd.
Vanguard Emerging Markets Stock Index Fund, A Series
of Vanguard International EquityIndex Funds
Shin Wen Investment Co., Ltd.
JingKwan Investment Co., Ltd.
Fubon Life Insurance Co., Ltd.
Shareholding Shareholding
Shares Percentage
286,941,073 1.92
302,585,796 2.02
295,005,426 1.97
562,468,259 3.76
347,341,000 2.32
226,737,310 1.51

251,192,649
1.68
650,252,192 4.34
416,881,377 2.78
456,500,000 3.05

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$

Items Items Items 2015 2016 Year to date (as
of March 31,
2017)
Market Price
per Share
(Note 1)
Highest 13.30 8.65 8.42
Lowest 7.72 6.94 7.89
Average 10.18 7.95 8.09
Net Worth per
Share
(Note 2)
Before Distribution 11.18 11.17 -
After Distribution 10.67 (Note 9) -
Earnings per Share Weighted Average number of
Shares
14,822,514,384 14,662,151,423 14,644,610,240
EPS
(Note 3)
Before
Adjustment
0.58 0.40 -
After
Adjustment
0.58 0.40 -
Dividends per
Share
Cash Dividends 0.50 0.50(Note 9) -
Stock
Dividends
Dividends from
Retained
Earnings
- - -
Dividends from
Capital Surplus
- - -
Accumulated Undistributed
Dividends(Note 4)
- - -
Return on
Investment
Price / Earnings Ratio
(Note 5)
17.55 19.88 -
Price / Dividend Ratio
(Note 6)
20.36 15.90(Note 9) -
Cash Dividend Yield Rate
(Note 7)
4.91% 6.29%(Note 9) -

118

  • The number of shares issued by the retrospective adjustment of the market price and cash dividend information should be disclosed, if there is a surplus or capital reserve to the capital increase.

  • Note 1: Please list the market share prices, including the highest, lowest and average for the year. Average market share price should be calculated by applying the turnover value and the total turnover volume for the year.

  • Note 2: Please use the number of the issuing shares in the year end as the base with the distribution decision resolved at the shareholders’ meeting held in the following year.

  • Note 3: For retroactive adjustment made for stock dividends, both before and adjustments earnings per share should be disclosed.

  • Note 4: For securities issued with terms that entitle the holder to accumulate the unpaid dividend during the current year, for

receiving in an earning-generating fiscal year, the accumulated unpaid amount shall also be disclosed.

Note 5: Price/Earnings Ratio = average share market price / earnings per share. Note 6: Price/Dividend Ratio = average market price / cash dividends per share. Note 7: Cash Dividend Yield = cash dividends per share / average share market price. Note 8: Provide information for the current year up till the publication date of this annual report.

  • Note 9: Distribution for earnings in 2016 had not yet been resolved by the shareholder’s meeting.

4.1.6 Dividend Policy and Implementation Status

A. Dividend Policy:

In order to continue the business expansion and to enhance profitability as well as comply with relevant laws and regulations, CDF adopts a residual dividend policy. A stock dividend is paid toward the reserve capital needed for future operations, with the remainder paid in the form of a cash dividend, to account for no less than 10% of the total dividend.

The Company shall pay all taxes, as required by the law and applicable regulations, from the current year’s earnings and make a regulatory required deduction for prior years’ losses and contributions to legal and special reserves when there are positive earnings shown on the approved financial statements. Residual earnings shall then be added to the starting retained earnings as the distributable base. 30% to 100% of the total can be distributed for dividends and bonuses for the shareholders proposed by the Boards of Directors and approved by a shareholders' meeting.

B. Implementation:

Dividend to be paid pending an AGM resolution:

Total cash dividend for common stockholders: NT$7,487,871,413 (NT$0.50 per share)

4.1.7 Impact of the proposed stock dividend on corporate operating performance and EPS

Not applicable as no stock dividend is proposed at the AGM.

119

4.1.8 Distribution of Employee’s Compensation and Directors’ Remuneration

A. Quota and scope of employee’s Compensation and directors’ remuneration in the Company’s Articles of Incorporation (note)

If earnings are available for distribution at the end of a fiscal year, no less than 1% of the remaining amount shall be allotted as employee compensation and no more than 1% of the remaining as directors’ remuneration. The company's accumulated losses shall have been covered.

The earning is the pretax profit before deducting employee’s compensation and directors’ remuneration.

The board is also authorized to draft an employee bonus plan with conditions that qualify certain employees to receive a stock bonus.

B. Accounting treatment for the difference between accrual and actual payment for employee’s compensation and directors’ remuneration.

The employee’s compensation and directors’ remuneration is set aside at the rates no less than 1% and no higher than 1% respectively, of pretax profit before deducting employees’ compensation and directors’ remuneration. In the event the amount estimated by the Board of Directors is revised substantially before the announcement of annual financial statement, the expense originally reserved will be adjusted. If a different amount is revised after the announcement of annual financial statement, the difference shall be treated as a change in accounting estimates and recognized as gains or losses in next accounting year. In the event a stock bonus is opted for at the AGM, the number of shares to be distributed is calculated by dividing the determined bonus amount by the share par value. The share par value is the closing price one day prior to a shareholders’ resolution.

C. Information regarding employee compensation approved by the Board Meeting

  • (1) Distribution of cash and stock compensation to employees and remuneration of directors. In the event there is found to be a difference between the estimated expense and actual amount of cash and stock compensation to employees and remuneration of directors, disclosure of the exact difference, the reason for the difference and follow-up procedures is required.

A proposal to distribute NT$59,000,000 in cash compensation to employees and NT$58,000,000 in remuneration to directors, both identical to the figures stated in the 2016 financial report, is made at the AGM.

  • (2) Proposed distribution of employees’ stock bonus as a percentage to net profit after tax plus employees’ total compensation in the entity or individual financial statement for the current period:

Not applicable

120

  • D. The actual distribution of employees’ compensation and directors’ remuneration for the previous fiscal year (with an indication of the number, value and stock price of the shares distributed) shall be declared. If there is any discrepancy between the actual distribution and the recognized employees’ compensation and directors’ remuneration, the discrepancy, its cause, and its status must also be listed:

The Company’s distribution of earnings as employee bonuses and directors’ remuneration for 2015 as approved by the shareholders’ meeting did not differ from the financial statement in 2015; NT$87,000,000 was distributed as employee compensation and NT$75,000,000 as remuneration to directors.

4.1.9 Buyback of Treasury Stock

March 31, 2017

March 31, 2017
Treasury stocks: Batch Order 15thBatch
Purpose of buyback To maintain the Company’s credit and shareholders’
equity and the shares so purchased are cancelled.
Buyback period January 26, 2016
– March 25, 2016
Price range 7.27~10.00
Number of shares bought back 143,010,000
common shares
Total value of shares bought back
(NT$’000)
1,150,440
Capital adequacy ratio prior buyback Record Date:
December 31, 2015
CAR:165.38%
Capital adequacy ratio after buyback Record Date:
December 31, 2015
CAR:162.53%
Number of shares transferred/cancelled 143,010,000
common shares
Accumulated number of company shares
held
-
Accumulated number of company shares
held as a percentage of total outstanding
shares(%)
-

121

4.2 Corporate Bonds

Corporate Bond Type Corporate Bond Type 2009 Unsecured Corporate
Bonds, Phase I (Note)
2011 Unsecured Corporate
Bonds, Phase I (Note)
2011 Unsecured Corporate
Bonds, Phase I
Issue date March 1, 2010 March 7, 2012 March 7, 2012
Denomination NT$1,000,000 NT$1,000,000 NT$1,000,000
Issuing and transaction location N/A N/A N/A
Issue price Issue by denomination Issue by denomination Issue by denomination
Total price NT$1,000,000,000 NT$5,000,000,000 NT$1,000,000,000
Coupon rate 2.00%, fixed 1.32%, fixed 1.42%, fixed
Tenor 7 years
Maturity: March 1, 2017
5 year
Maturity: March 7, 2017
7 years
Maturity: March 7, 2019
Guarantee agency None None None
Consignee Trust Department,
Taipei Fubon Bank
Trust Department,
Taipei Fubon Bank
Trust Department,
Taipei Fubon Bank
Underwriting institution N/A N/A N/A
Certified lawyer Rich Lin, LCS & Partners Rich Lin, LCS & Partners Rich Lin, LCS & Partners
CPA Deloitte & Touche
Wu, Mei-Hui and Yang,
Ming-Che
Deloitte & Touche
Wu, Mei-Hui and Yang,
Ming-Che
Deloitte & Touche
Wu, Mei-Hui and Yang,
Ming-Che
Repayment method Repayment in lump sum upon
maturity
Repayment in lump sum
upon maturity
Repayment in lump sum
upon maturity
Outstanding principal NT$1,000,000,000 NT$5,000,000,000 NT$1,000,000,000
Terms of redemption or advance
repayment
None None None
Restrictive clause None None None
Name of credit rating agency, rating
date, rating of corporate bonds
Rating agency:
Taiwan Rating Co., Ltd.
Rating date:
March 01, 2010
Credit rating: twAA-
Rating agency:
Taiwan Rating Co., Ltd.
Rating date:
December 06, 2011
Credit rating: twA+
Rating agency:
Taiwan Rating Co., Ltd.
Rating date:
December 06, 2011
Credit rating: twA+
Other
rights
attached
As of the printing date
of this annual report,
converted amount of
(exchanged or
subscribed) ordinary
shares, GDRs or other
securities
N/A N/A N/A
Issuance and
conversion (exchange
or subscription)
method
N/A N/A N/A
Issuance and conversion, exchange
or subscription method, issuing
condition dilution, and impact on
existing shareholders’ equity
None None None
Transfer agent None None None
Corporate Bond Type 2013 Unsecured Corporate
Bonds,Phase I
2014 Unsecured Corporate
Bonds,Phase I
2015 Unsecured Corporate
Bonds,Phase I

122

Issue date Issue date May 23, 2013 March 30, 2015 September 15, 2015
Denomination NT$1,000,000 NT$1,000,000 NT$1,000,000
Issuing and transaction location N/A N/A N/A
Issue price Issue by denomination Issue by denomination Issue by denomination
Total price NT$3,000,000,000 NT$6,000,000,000 NT$2,000,000,000
Coupon rate 1.37%, fixed 1.42%, fixed 1.37%, fixed
Tenor 5 years
Maturity:May23,2018
5 year
Maturity:March 30,2020
5 years
Maturity: Sep15,2020
Guarantee agency None None None
Consignee Trust Department,
Taishin International Bank
Trust Department,
Taishin International Bank
Trust Department,
Taishin International Bank
Underwriting institution N/A N/A N/A
Certified lawyer Rich Lin, LCS & Partners Rich Lin, LCS & Partners Rich Lin, LCS & Partners
CPA Deloitte & Touche
Wu, Mei-Hui and Kuo
Cheng-Hung
Deloitte & Touche
Wu, Mei-Hui and Kuo
Cheng-Hung
Deloitte Accounting Firm
Wu, Yi-Chun and Kuo
Cheng-Hung
Repayment method Repayment in lump sum upon
maturity
Repayment in lump sum
upon maturity
Repayment in lump sum
upon maturity
Outstanding principal NT$3,000,000,000 NT$6,000,000,000 NT$2,000,000,000
Terms of redemption or advance
repayment
None None None
Restrictive clause None None None
Name of credit rating agency, rating
date, rating of corporate bonds
Rating agency:
Taiwan Rating Co., Ltd.
Rating date:
March 28, 2013
Credit rating: twA+
Rating agency:
Taiwan Rating Co., Ltd.
Rating date:
March 16, 2015
Credit rating: twA+
None
Other
rights
attached
As of the printing date
of this annual report,
converted amount of
(exchanged or
subscribed) ordinary
shares, GDRs or other
securities
N/A N/A N/A
Issuance and
conversion (exchange
or subscription)
method
N/A N/A N/A
Issuance and conversion, exchange
or subscription method, issuing
condition dilution, and impact on
existing shareholders’equity
None None None
Transfer agent None None None

Note : Up to March 31, 2017, the 2009 issued 7-year first unsecured corporate Bonds NT $ 1 billion and 2011 issued 5-year first unsecured corporate bonds NT $ 5 billion have expired and the Board has resulted to issue new debts and apply in comply with the regulation.

4.3 Issuance of Preferred Shares

None

4.4 Issuance of Global Depository Receipts

None

123

4.5 Employee Stock Options

4.5.1 Issuance of Employee Stock Options (ESO)

A. Issuance of Employee Stock Options and its impact on shareholders’ equity

March 31, 2017

March 31, 2017
Type of Stock Option 1stTranche, 2014
(Note)
2ndTranche, 2014
(Note)
2014
Approval date July29,2014 July29,2014 December 26,2013
Issue date September 15,2014 September 15,2014 October 9,2014
Units issued 30,862,622 11,087,749 44,850,000
Shares of ESO as a
percentage of
outstanding shares
0.20% 0.07% 0.29%
Duration September 15, 2014 –
May3,2021
September 15, 2014 –
August 29,2021
October 9, 2014 –
October 8,2021
Conversion measures New share issuance New share issuance New share issuance
Conditional conversion
periods and percentages
(%)
September 15, 2014 –
May 3, 2021
Shares 100% exercisable
September 15,2014 –
August 29, 2021
Shares 100% exercisable
October 9, 2016 –
October 8, 2021
From the issuance day,
vesting period of 2 years/3
years/4 years for
25%/50%/100%
exercisabilityrespectively
Converted shares 2,917,186 shares 3,768,991 shares 1,000 share
Exercised amount(NT$) 28,819,892 28,292,156 8,470
Number of shares yet to
be converted
22,147,588shares 7,300,443 shares 37,939,000 shares
Adjusted exercise price
for those who have yet to
exercise their rights
(NT$)

8.87
6.81 8.47
Impact on shareholders’
equity
The total new issuance of common stocks as a result
of employee share option exercise is 41,950,371
shares, which account for 0.27% of the total
outstanding shares. The impact on possible dilution
of shareholders’ equities is limited.

The total new issuance of
common stocks as a result
of employee share option
exercise is 44,850,000
shares, which account for
0.29% of the total
outstanding shares. The
impact on possible dilution
of shareholders’ equities is
limited.

Note : On July 29th, 2014, the Financial Supervisory Committee Banking Bureau approved the share swap scheme between the Company and the original Cosmos Bank (renamed KGI Bank). According to the Company and Cosmos Bank’s share swap agreement, Cosmos Bank’s total outstanding shares of employee stock option in exchange of the Company’s employee stock option is reported at 41,950,371 units (30,862,622 units and 11,087,749 units from employee stock option issued on May 3, 2011 and August 29, 2011 respectively)

124

B. List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options

March 31, 2017

March 31, 2017 March 31, 2017 March 31, 2017 March 31, 2017
Title Name No. of
Stock
Options
Stock
Options as a
Percentage of
Shares Issued
Exercised Unexercised
No. of
Shares
Converted
Strike
Price
(NT$)
Amount
(NT$’000)
Converted Shares
as a Percentage of
Shares Issued
No. of Shares
Converted
Strike
Price
(NT$)
Amount
(NT$’000)
Converted
Shares as a
Percentage of
Shares Issued
President &
CEO
(Acting)
Daw-Yi Hsu 17,782 0.12 1 8.47 8.47 0 17,781 8.87
8.47
6.81
150,212 0.12
Executive
Vice President
&
General
Auditor

Eddie Wang
Lawrence S. Liu
Bing-Huang Shih
Reddy Wong
Michael M. H. Peng
Jhih-Jian Yan
Eddy Chang
Janet Sheng
Kenneth Huang
James Meng
Ming Lin
Andy Lin
Jenny Chiang
Vincent Hung
David Kuo
Jane Lai
Guang-Yue Yeh
Brian Huang
Frances Tsai
Jane Lai
Hans Tzou
Chih Yu Chou
Kiki Shih
Isabel Liu
Senior Vice
President
Marisol Wang
Sharol Lin
Adrienne Chiu
Alex Hung
Chris Sun
Ellen Chang
Michael Chang
Amy Shan
Lian-Yin Li
Vincent Hsiao
Lecko Lai
Shu-Ling Yang
Pi Fa Yang
Christy Lin
Steven Ching
Milly Liu
Sandra Yao
Patrick Huang
Floyd Wang
Vice
President
Justin Wu
Fanny Lin
Chien-Ping Lin
Hans Chen
Wen-Jung Chen
AmyWang
Top Ten
Employees
Daniel Wu
Sherie Chiu
Melanie Nan
Wendy Wei
Connie Tsai
Frank Lin

125

4.5.2 Issuance of New Restricted Employee Shares

A. Issuance of New Restricted Employee Shares and its impact on shareholders’ equity

March 31, 2017

March 31, 2017
Type of New Restricted
Employee Shares
2ndTranche
(2015)
3rdTranche
(2016)
4thTranche
(2017)
Date of Effective
Registration
July 17, 2014 August 31, 2015 July 5, 2016
Issue date February 13, 2015 February 4, 2016 January 25, 2017
Number of New Restricted
Employee Shares Issued
(000 shares)
5,700 4,478 1,322
Issued Price (NT$) 0 0 0
New Restricted Employee
Shares as a Percentage of
Shares Issued
0.04 0.03 0.01
Vesting Conditions of New
Restricted Employee Shares
If an employee remains with the
Company for one year since the
restricted employee shares
issuance day and continues to
stay with the Company until all
the vesting periods expired, and
at the same time there has been
neither violations of the Labor
Agreement nor received any
major penalty by the Company’s
employee award/penalty policy,
the below states the grant
percentage for each respective
vesting period:
One year: 40%
Two years: 30%
Threeyears: 30%
If an employee remains with the
Company for one year since the
restricted employee shares
issuance day and continues to
stay with the Company until all
the vesting periods expired, and
at the same time there has been
neither violations of the Labor
Agreement nor received any
major penalty by the Company’s
employee award/penalty policy,
the below states the grant
percentage for each respective
vesting period:
One year: 40%
Two years: 30%
Threeyears: 30%
If an employee remains with the
Company for one year since the
restricted employee shares
issuance day and continues to
stay with the Company until all
the vesting periods expired, and
at the same time there has been
neither violations of the Labor
Agreement nor received any
major penalty by the Company’s
employee award/penalty policy,
the below states the grant
percentage for each respective
vesting period:
One year: 40%
Two years: 30%
Threeyears: 30%
Restricted Rights of New
Restricted Employee Shares
After an employee is granted
with new shares, before the
vesting conditions are met,
except for inheritance, the
employee is not permitted to sell,
pledge, transfer, donate, ask for
company repurchase, or dispose
shares via any other means.
The trust agreement governs
shareholders meetings
attendance, proposal, speech,
voting, and options.
Before all the conditions are met,
except an employee does not hold
the right topurchase new shares

After an employee is granted
with new shares, before the
vesting conditions are met,
except for inheritance, the
employee is not permitted to sell,
pledge, transfer, donate, ask for
company repurchase, or dispose
shares via any other means.
The trust agreement governs
shareholders meetings
attendance, proposal, speech,
voting, and options.
Before all the conditions are met,
except an employee does not hold
the right topurchase new shares

After an employee is granted
with new shares, before the
vesting conditions are met,
except for inheritance, the
employee is not permitted to sell,
pledge, transfer, donate, ask for
company repurchase, or dispose
shares via any other means.
The trust agreement governs
shareholders meetings
attendance, proposal, speech,
voting, and options.
Before all the conditions are met,
except an employee does not hold
the right topurchase new shares

126

Type of New Restricted
Employee Shares
2ndTranche
(2015)
3rdTranche
(2016)
4thTranche
(2017)
issued for cash injection from
existing shareholders, the right
shall be deemed to be equivalent
of the Company’s common stock
shareholders’ rights (including
but not restricted to cash
dividend, stock dividend, capital
deduction, additional paid-in
capital in cash and stocks, and the
rights granted as a result of
merger, split, share transfer,
which in short are classified as
“equities allotment.” Equities
allotment shall be held and
managed under trust custodian
before all the vesting conditions
are met.

issued for cash injection from
existing shareholders, the right
shall be deemed to be equivalent
of the Company’s common stock
shareholders’ rights (including
but not restricted to cash
dividend, stock dividend, capital
deduction, additional paid-in
capital in cash and stocks, and the
rights granted as a result of
merger, split, share transfer,
which in short are classified as
“equities allotment.” Equities
allotment shall be held and
managed under trust custodian
before all the vesting conditions
are met.

issued for cash injection from
existing shareholders, the right
shall be deemed to be equivalent
of the Company’s common stock
shareholders’ rights (including
but not restricted to cash
dividend, stock dividend, capital
deduction, additional paid-in
capital in cash and stocks, and the
rights granted as a result of
merger, split, share transfer,
which in short are classified as
“equities allotment.” Equities
allotment shall be held and
managed under trust custodian
before all the vesting conditions
are met.
Custody Status of New
Restricted Employee Shares
Shares are managed in the form
of trust.
Shares are managed in the form
of trust.

Shares are managed in the form
of trust.
Measures to be Taken When
Vesting Conditions are not
Met
For those whose conditions are
not met, the Company has the
right to recall and cancel shares
without cost, and the distributed
equities will be recalled by the
Company based on the shares of
which conditions are not met and
its share distribution proportion.
If the recall is in the stock form,
it should be written off at the
subjectyear.
For those whose conditions are
not met, the Company has the
right to recall and cancel shares
without cost, and the distributed
equities will be recalled by the
Company based on the shares of
which conditions are not met and
its share distribution proportion.
If the recall is in the stock form,
it should be written off at the
subjectyear.
For those whose conditions are
not met, the Company has the
right to recall and cancel shares
without cost, and the distributed
equities will be recalled by the
Company based on the shares of
which conditions are not met and
its share distribution proportion.
If the recall is in the stock form,
it should be written off at the
subjectyear.
Number of New Restricted
Employee Shares that have
been Redeemed or Bought
Back(000 shares)
0 0 0
Number of Released New
Restricted Employee
Shares(000 shares)
3,990 1,791 0
Number of Unreleased New
Restricted Shares (000
shares)
1,710 2,687 1,322
Ratio of Unreleased New
Restricted Shares to Total
Issued Shares(%)
0.01 0.02 0.01
Impact on possible dilution
of shareholdings
The new issuance of restricted
employee shares only account for
0.04% of total outstanding
shares, thus there is no material
impact on shareholdingdilution.
The new issuance of restricted
employee shares only account for
0.03% of total outstanding
shares, thus there is no material
impact on shareholdingdilution.
The new issuance of restricted
employee shares only account for
0.01% of total outstanding
shares, thus there is no material
impact on shareholdingdilution.

127

B. List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options

March 31, 2017

Title Name No. of New
Restricted
Shares
(000 shares)


New
Restricted
Shares as a
Percentage of
Shares Issued
Released Released Released Unreleased Unreleased Unreleased Unreleased
No. of
Shares
(000 shares)
Issued
Price
(NT$)
Amount
(NT$’000)
Released
Restricted
Shares as a
Percentage of
Shares Issued
No. of
Shares
(000 shares)
Strike
Price
(NT$)
Amount
(NT$’000)
Unreleased
Restricted
Shares as a
Percentage of
Shares Issued
President(Former) Paul Yang 11,500
0.08 5,781 0 0 0.04 5,719 0 0 0.04
Executive Vice
President
Eddie Wang
Reddy Wong
Lawrence S. Liu
Eddy Chang
Andy Lin
Top Ten
Employees
Daniel Wu
Sherie Chiu
Melanie Nan

128

4.6 Merger and Acquisitions or Transfers of other Financial Institutions

  • 4.6.1 Merger/Acquisitions or Transfers of Other Financial Institution Carried Out in the Current Year

None

4.6.2 Status of Mergers/Acquisitions or Transfers of Other Financial Institutions in the Past Five Years

The Company publicly acquired an 81.73% shareholding interest in KGI Securities in June 2012, and completed a conversion of all remaining shares in January 2013 that made KGI Securities a 100%-owned subsidiary of the Company. On June 22, 2013, the Company completed the merger of another securities firm named Grand Cathay Securities Corporation.

The Company engaged Cosmos Bank (now known as "KGI Bank") in a share conversion agreement. The agreement was passed by both parties during their respective extraordinary shareholder meetings held on April 8, 2014, and was executed with the approval of FSC under Letter No. Jin-Guan-Yin-Kong-10300117170 dated July 29, 2014. The two parties settled the share conversion on September 15, 2014, at which time KGI Bank became a 100%-owned subsidiary of the Company.

In an attempt to consolidate commercial banking businesses between subsidiaries CDIB (now known as “CDIB Capital Group) and KGI Bank, the Company made a plan to transfer all commercial banking businesses of CDIB, along with shares of CDIB's leasing subsidiary and CDIB's investments (including all related assets and liabilities), to KGI Bank. This transfer of business would be priced based on the net worth of transferred items as at the record date (an indicative price NT$ 38 billion had been calculated as of September 30, 2014), for which KGI Bank will settle in cash and make a lump-sum payment to CDIB. Meanwhile, CDIB will retain all businesses, assets and liabilities that are unrelated to commercial banking (mostly comprising of direct investments). (This package deal shall be referred to as the "Business Transfer" below.)

The Business Transfer was passed by CDIB's shareholders (for which the 19th term board of directors had represented and exercised shareholders' authority during the 38th and 40th board meetings held on March 2 and April 13, 2015, respectively), KGI Bank's shareholders (for which the 9th term board of directors had represented and exercised shareholders' authority during the 10th and 12th board meetings held on the same dates), and by the Company's 5th term board of directors (during the 33rd and 35th board meetings held on the same dates). Subsidiaries CDIB and KGI Bank then signed the "General Assumption Agreement" and the "Supplementary Agreement" to finalize the Business Transfer. The deal was later reported to FSC, which gave its in-principle

129

approval on April 16, 2015, under Letter No. Jin-Guan-Yin-Kong-10400053521 and 10400053520. On April 16, 2015, Chairmen of CDIB and KGI Bank engaged in a discussion according to Article 5 of the "Supplementary Agreement," and agreed to set the record date of the Business Transfer on May 1, 2015.

4.6.3 Implementation Status of New Share Issuance in Connection with Mergers and Acquisitions or Transfers of Other Financial Institutions Approved by the Board and Information Regarding Merged or Acquired Institutions

None

4.7 Implementation of the Capital Utilization Plans

For each uncompleted public issue or private placement of securities, and for such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits.

4.7.1 The Plan

None

4.7.2 Implementation

None

130

V. Operations Overview

5.1 Business Activities

The scope of business operations and historical tables of revenue and asset breakdown are detailed below.

5.1.1 Business Scope

A. According to Article 36 of the Financial Holding Company Act, operations of the company and its subsidiaries shall be limited to investment and management of invested entities, as detailed below.

China Development Financial Holding

  • (1) The company is permitted to invest in:

  • - financial holding companies;

  • - banks;

  • - bills finance companies;

  • - credit card issuers;

  • - trust companies;

  • - insurance companies;

  • - securities companies;

  • - futures brokerages;

  • - venture capital firms;

  • - foreign financial institutions approved for investment by the competent authority; and

  • - other enterprises determined to be finance related by the competent authority.

  • (2) Management of the abovementioned enterprises

  • (3) Other operations approved by the competent authority

KGI Bank

The bank is permitted to engage in:

  • - accepting all kinds of deposits;

  • - extending loans;

  • - discounting bills and notes;

  • - investing in securities;

  • - handling domestic remittance;

  • - accepting commercial drafts;

  • - issuing Letters of Credit;

131

  • - guarantying issuance of corporate bonds;

  • - guarantying domestic transactions;

  • - acting as collecting and paying agent;

  • - acting as agent to sell government bonds, treasury notes, corporate bonds and stocks;

  • - conducting custody and warehousing services;

  • - handling safe deposit box rental services;

  • - conducting agency services for operations stated in the bank's business license and other operations approved by the competent authority;

  • - issuing credit cards;

  • - selling gold bars/coins and silver coins;

  • - conducting export/import remittance, forex deposits/loans and guaranteeing of foreign currency payments;

  • - offering derivatives products approved by the competent authority;

  • - engaging in the business operations which are specified by the Trust Enterprise Act;

  • - handling proprietary business of government bonds;

  • - conducting brokerage, proprietary trading, certification and underwriting of short-term notes;

  • - issuing cash cards;

  • - providing trust of money

  • - providing trust of loans and related security interests;

  • - providing trust of securities;

  • - providing trust of real estate;

  • - providing trust of superficies;

  • - acting as an agent for issuance, transfer and registration of securities, and distribution of stock dividends, interest and bonuses;

  • - providing consulting services in connection with the issuance and the collection of securities;

  • - serving as an attester for the issuance of securities;

  • - acting as trustee for issuance of bonds and providing agency service for related business;

  • - handling custody service for investment trust funds;

  • - offering corporate finance consultation;

  • - operating trust-type discretionary investment business;

  • - providing wealth management service;

  • - issuing bank debentures;

  • - underwriting in securities;

  • - financial planning, consulting and counseling for government agencies and corporations;

132

  • - providing trust of leases;

  • - acting as an intermediary for the sale and the lease of real estate related to trust businesses;

  • - providing consultation services in connection with investments, financial management and real estate development;

  • - operating mandate-type discretionary investment business; and

  • processing other businesses which are permitted by the Competent Authority

KGI Securities

The brokerage is permitted to engage in:

  • - brokerage of TWSE-listed securities;

  • - proprietary trading of TWSE-listed securities;

  • - brokerage of TPEX-listed securities;

  • - proprietary trading of TPEX-listed securities;

  • - securities underwriting;

  • - securities transfer service;

  • - margin trading and short sale of securities;

  • - introducing brokerage of futures trading;

  • - operating offshore securities units (OSU);

  • - consigned trading of foreign securities;

  • - proprietary trading of futures;

  • - personal fiduciary services;

  • - securities investment advisory and discretionary investment; and

  • - other operations approved by the competent authority

CDIB Capital Group (former China Development Industrial Bank)

The bank is permitted to engage in:

  • - Venture Capital Investment;

  • - Investment;

  • - Investment Consultancy

  • - Management Consultancy

  • - Other Consultancy; and

  • - other operations approved by the competent authority.

133

B. Revenue Distribution

CDF

Unit ; NT$ ‘000

Unit;NT$ ‘000 Unit;NT$ ‘000
Year
Item
2014(note) 2015 2016
Revenues % Revenues % Revenues %
Investment income
recognized using the
equitymethod
11,499,962 100 9,590,588 99 6,787,470 99
Others 51,888 79,871 1 68,441 1
Total 11,551,850 100 9,670,459 100 6,855,911 100

Source: 2014-2016 audit financial report.

Note: The financial information of 2014 have restated according to the 2013 version of IFRS.

KGIB (note 1)

Unit ; NT$ ‘000

Unit;NT$ ‘000 Unit;NT$ ‘000
Year
Item
2014(note 2) 2015(note 2) 2016
Net revenues % Net revenues % Net revenues %
Interest profit, net 5,857,800 75 7,003,095 68 5,523,379 54
Noninterest profit and
gains, net

1,984,118
25 3,346,525 32 4,721,647 46
Total 7,841,918 100 10,349,620 100 10,245,026 100

Source: 2014-2016 audit financial report.

Note 1: COSMOS Bank became CDF's wholly owned subsidiary through a share swap during 2014. COSMOS Bank renamed as KGI Bank from 2015.

Note 2: It included equity to former owner of business combination under common control.

KGIS

Unit ; NT$ ‘000

Unit;NT$ ‘000 Unit;NT$ ‘000
Year
Item
2014 2015 2016
Revenues % Revenues % Revenues %
Brokerage handling fee
revenue
4,159,722 43 3,530,685 40 2,951,700 30
Revenue from borrowed
securities
282,495 3 274,315 3 404,262 4
Revenue from underwriting
business

615,282
6 500,115 6 836,631 9

134

Year
Item
2014 2014 2015 2015 2016 2016
Revenues % Revenues % Revenues %
Gains on disposal of
trading securities-net
4,023,928 41 987,626 11 682,711 7
Interest income 2,360,079 24 2,078,995 24 1,795,158 18
Dividend income 767,691 8 629,553 7 704,891 7
Gains/(losses) on trading
securities measured at fair
value through profit or
loss-net
(244,865) (3) (631,868) (7) 1,272,474 13
Gains on warrants
issued-net
330,873 3 732,335 8 486,426 5
Losses on derivative
financial product
(2,896,168) (29) (605,801) (7) 251,387 3
Others 352,478 4 1,326,850 15 439,999 4
Total 9,751,515 100 8,822,805 100 9,825,639 100

Source: 2014-2016 audit financial report.

CDIB Capital Group (formerly CDIB)

Unit ; NT$ ‘000

Year
Item
2014(note) 2014(note) 2015 2015 2016 2016
Net revenues %
Net revenues % Net revenues
%
Interest profit, net 4,194,041 40 1,164,597 20 67,160 3
Noninterest profit and
gains, net

6,256,011
60 4,730,747 80 2,044,269 97
Total 10,450,052 100 5,895,344 100 2,111,429 100

Source: 2014-2016 audit financial report.

Note: The financial information of 2014 have restated according to the 2013 version of IFRS.

C. New Financial Products and Services in Development

To sustain growth, the Company has been actively utilizing a broad variety of marketing resources to develop new products and facilitate business interactions among subsidiaries. During the product development stage, the Company involves not only marketing and product planning expertise, but also talents from various fields such as operations, customer service, IT, compliance, risk management, and financial management, in order to supply a different perspective and to ensure product success at the highest level of efficiency. Below is an overview of new financial products and services developed by subsidiaries:

135

KGI Bank

  • - The bank introduced data analytics and member services for the growing number of wealth management customers to provide thorough-going, efficient customer support.

  • - The bank developed revolving variable-rate loans for individuals as a flexible way to obtain funds.

  • - The bank added several features to its corporate banking interface to improve corporate user experience.

  • - The bank continues to develop innovative financial services to meet online banking demand and cater to changes brought about by the emerging platform economy.

KGI Securities

  • - KGI Securities has devoted significant efforts to the launch of new derivatives, and has attained the eligibility to launch interest rate swaps (IRS), interest rate options (IRO), convertible asset swaps (CBAS), structured notes, bond options, equity options, and credit derivatives. Development expense was NT$10.43mn in 2015 and NT$6.26mn in 2016. Following deregulations in 2015, KGI Securities became the first in Taiwan to attain the status of offshore securities unit (OSU) and the first to launch foreign currency-denominated, Taiwanese equity-linked derivatives to non-residents through OSU. This is recognized as a milestone in Taiwan's OSU development. KGI Securities became the first brokerage in Taiwan to engage in spot exchange transactions (between foreign currencies) in 2015 and obtained permission to operate such derivatives in the forex category as FX Forwards and FX Swaps in 2016. It has thus extended financial services to foreign currency transactions and forex hedging.

- In the bonds segment, KGI Securities has been approaching the relevant authorities, such as TPEX and various securities associations, to align trading hours of foreign currency-denominated bonds with international markets in an attempt to provide investors with greater convenience and to meet the need for foreign currency-denominated financial instruments. KGI Securities has also collaborated with the authorities to optimize settlement procedures for foreign and international bond transactions. This series of changes has greatly reduced transaction costs for professional investors in related areas and helped diversify Taiwan's secondary bonds market. In addition to underwriting and trading bonds, KGI Securities will also be introducing new derivatives linked with a broad variety of indicators ranging from interest rates, bond prices, and credit ratings to equity prices in an effort to meet investors' needs.

136

5.1.2 Business Plan for 2017

China Development Financial

  • - For commercial banking, we seek to expand our asset positions and income growth through continued client base development and financial product sales.

  • - For securities, we will impose more effective cost control measures, maintain our market position and expand overseas to shake off the limitations of stagnant Taiex turnover.

  • - For equity investment, we will continue to expand our asset management business, and support the operations of CDF through capital transaction.

Below are business plans of subsidiaries of 2017:

1. KGI Bank

Since joining CDF, KGI Bank has served as a major earnings driver. In the future, we intend to enhance the efficiency of capital utilization and create more regular income sources by continually expanding asset positions and client base, ultimately achieving operating goals set forth by CDF. Key points of our business plan are outlined below:

Corporate Banking

  • Reach out to more corporate customers through cross-channel cooperation while strengthening relationships with customers by utilizing CDF resources in a more reasonable fashion.

  • Actively participate in cross-border transactions and viable syndicated loan & acquisition loan opportunities in both local and overseas markets in order to maximize the bank's credit assets and bolster profitability.

  • Provide customers with convenient cash flow management and foreign trade solutions. Diversify client base to lower overall credit risk.

Consumer Banking

  • Optimize the customer management system of wealth management and enhance the efficiency of online and offline service, consequently expand client base and maintain amicable customer relationships.

  • Diversify credit product offering and provide online loan application service to support the financial needs of our clients in a more timely and accessible manner.

  • Capitalize on enormous client base by launching extended services like employee wealth management and funds planning in order to realize further development of our consumer banking business.

137

Global Market

  • Optimize asset structure and maximize trading returns, based on strategies of active risk management and lower valuation swings, in order to strengthen our return on equity.

  • Increase our market share in bond and commercial bill underwriting to further expand the development of global market business and boost income.

  • Provide funds at competitive rates to support our customers in an efficient manner and facilitate growth in all business segments for an expanding balance sheet.

Digital Banking

  • Improve our online banking and cash management systems to provide more convenience for corporate clients, while offering credit at competitive rates, eventually becoming the primary banking service provider for corporate clients.

  • Build an internet-based financial platform with unique features through cross-sector collaborations in order to reach more clients.

2. KGI Securities

  • Brokerage

  • Build upon the existing profit model and more efficiently leverage financial assets, with a focus on wealth management business development. Strengthen our position in the regional futures brokerage market and capture opportunities for further global expansion. Develop our futures brokerage and trust services to attract more FINI customers to boost segment income. Formulate a process to promote our stock-lending business and build a standard system and incentive mechanism for related transactions

  • - Equity Proprietary Trading and Derivatives

  • Increase the weighting of non-warrant businesses. Develop strategies for cross-border and high-frequency trading. Recruit experienced traders that can complement the team. Build reputation of being a quality warrant issuer.

- Bonds

  • Expand our base of prospective overseas bond issuers and build a new product platform.

  • Underwriting

  • Explore new project sources through utilizing CDF resources to increase our IPO and SPO volume, without compromising profitability. Provide customized financial advisory services to strengthen relationships with clients, while looking

138

for new business opportunities. Maintain our leading position in Taiwan’s investment banking industry.

3. CDIB Capital Group (formerly CDIB)

  • - Continue to focus on its existing investment strategies and grow its asset management portfolio.

  • - Adopt an investment strategy that focuses on "Greater China" and "Global" markets. Capture global opportunities through diversified portfolios with balanced risks.

  • - Develop a new investment platform that would integrate resources and complement strengths of Taiwanese and Chinese industries. Aim to capitalize on the wave of global mergers and acquisitions initiated by Chinese businesses.

  • - Exercise enhanced management over investors' asset quality, rating and liquidity risks in order to implement risk control and activate exit measures where appropriate.

  • - Adjust portfolio composition to achieve more efficient use of capital. Enhance investment management and maximize shareholder interests as a value-adding service.

5.1.3 Industry Overview

A. Financial holding industry

The overbanking and fierce market competition was a result of government open-up policy. Furthermore, the intensive competition has not only damaged the profitability but also increased bad debts. To address this issue, the Taiwan government passed the Financial Institutions Merger Act on December 13, 2000 and the Financial Holding Company Act on July 9, 2001 respectively. Along with 14 already-existing financial holding companies, two new companies, Taiwan Financial Holdings and Taiwan Cooperative Holdings, were established in January 2008 and December 2011, bringing the number of such financial institutions in Taiwan to 16. These 16 financial holding companies dominate the local financial industry, accounting for around 80% of the net worth and gross financial assets of monetary institutions. It is very likely that this figure will continue to rise in the future, as Taiwan’s financial conglomerates stay committed to leveraging their cross-selling capabilities and to strengthening their competitiveness through resource consolidation, with a view to enhancing operational efficiency.

With asset prices rebounding and financial markets regaining stability over the past few years, the global economy has once again been able to get back on its feet. Capital demand from individuals and enterprises has also improved. As such, financial holding companies in Taiwan have been aggressively expanding their business horizons through cross-marketing and resource integration. Notably, these companies have shrugged off the negative effects of the recent financial crisis. This is evidenced by consistent upticks in

139

asset value, net worth, capital size, and improving balance sheets. Taiwan’s financial sector recorded net profit of NT$173.39bn and NT$204.68bn in 2012 and 2013 respectively. The aggregate profit climbed to new high of NT$288.67bn and NT$301.24bn in 2014 and 2015, respectively, before plunging 11.4% YoY to NT$266.96bn in 2016.

Looking ahead, as the US economy regains strength, with individuals and corporates feeling more confident about the future thanks to President Donald Trump’s tax cuts, infrastructure investment, and regulatory relaxation policies, we think the global economy will also improve along the way. However, reformation of China's financial industry, real estate market, shadow banking system, industry and economic structure; the stability of emerging markets; and whether Taiwanese industries are able to transform and turn the dwindling foreign trade around. All of the above factors are believed to pose challenges to local financial institutions, in addition to the competitive pressure that they are currently experiencing.

Nevertheless, given the ongoing deregulations of the government, corporates and individuals have become more welcoming of new investments and financial solutions. This boost of confidence should provide the financial industry with new opportunities.

B. Banking industry

  • (1) A major financial intermediary

Overview and development of Taiwan’s banking sector: As of the end of January, 2017, there were a total of 6,315 monetary institutions in Taiwan, excluding the Central Bank of the Republic of China (Taiwan) and Chunghwa Post Co., Ltd. (the official postal service), of which 3,475, or 55%, were domestic banks. As of end-January, 2017, the total deposits and loans of domestic banks amounted to NT$30.2tn and NT$22.8tn, respectively, or 76.7% and 90.4% of the total deposits and loans held by all monetary institutions. These data indicate that the island’s domestic banks have served as a crucial financial intermediary in Taiwan’s economy.

  • (2) Declining number of banks and their branches amid continued consolidation of financial institutions in Taiwan

The number of domestic bank’s branches in Taiwan increased significantly after the Ministry of Finance approved the establishment of 16 new banks in 1992, resulting in fierce market competition. Notably, since the enactment of the Financial Holding Company Act in 2001, consolidation within the banking sector has been steady and consistent. Among the more notable cases, United World Chinese Commercial Bank merged with Cathay Commercial Bank (renamed Cathay United Bank), Grand Commercial Bank was acquired by CTBC Bank, E. Sun Bank merged with Kaohsiung Business Bank, Chung Shin Bank merged with Union Bank, United Credit Commercial Bank and Makoto Bank were taken over by Shin Kong Commercial Bank, and Taipei

140

Bank was acquired by Fubon Bank. In 2006, the Ministry of Finance also approved the merger of Taiwan Cooperative Bank and Farmers Bank of China, as well as the acquisition of Taipei Business Bank by Bank SinoPac. In the same year, the restructuring of ICBC Bank and Chiao Tung Bank led to the establishment of Mega Bank. In 2007, Lucky Bank merged with Cathay United Bank, while Hsinchu International Bank was acquired by Standard Chartered Bank. The same year, the Central Trust of China merged with the Bank of Taiwan, while acquisitions included Enterprise Bank of Hualien by CTBC Bank, Taitung Business Bank by ABN Amro Bank, and Bank of Overseas Chinese by Citibank. Industry consolidation continued in 2008, with Chinese Bank and Bowa Bank being merged, respectively, by HSBC and the operating unit of DBS Bank in Taiwan. In 2012, DBS established a subsidiary bank in Taiwan, followed by ANZ (Taiwan) in 2013. According to the statistics of the Financial Supervisory Commission (FSC), as of end-2016 there were a total of 39 domestic banks in Taiwan, which represents a long-term declining trend.

  • (3) Diversified investment products and services in a more mature financial market

As Taiwan’s financial market becomes more open and diversified, companies can now raise funds in Taiwan and overseas at lower cost by the issuance of common shares, preferred shares, corporate bonds, convertible bonds and/or depository receipts, in addition to bank loans. The development of the financial market also means that there are more diverse investment products and services available for the public, from bank deposits with fixed interest income fund to investments in the money market fund or bonds with potentially higher return.

Direct finance as a share of total financing (by outstanding balance)

Year 2009 2010 2011 2012 2013 2014 2015 2016
Indirect % 76.87 77.69 78.30 78.90 79.35 79.37 79.47 79.37
Direct % 23.13 22.31 21.70 21.10 20.65 20.63 20.53 20.63

Source: Central Bank of the Republic of China

  • (4) Bank earnings hit new highs amid moderate economic recovery

During 90s, due to the fierce market competition, some financial institutions did business with high risk customers in order to maintain growth for profitability. However, triggered by local financial crises, increased default rate had caused bad debts to increase and profitability to decline distinctly.

Started from 2001, supported by the government policies, Taiwanese banks had been aggressively writing off bad debts and it had caused the first ever loss in domestic banking industry in 2002. However, thanks to declining bad debt provisions, as well as promotion of retail banking and fee businesses, most of banks turned profitable again in 2003, with continued earnings upticks also seen in 2004. Yet, in 2005, the sector was hit

141

again by a wave of bad debts from credit card and cash card operations, which dampened profitability substantially. A year later, in 2006, banks were still struggling with bad debt provisions and industry-wide pretax ROE fell to -0.4% for the year. In 2007, despite of aggressively writing-off bad debts and negotiations with borrowers, profitability growth remained weak.

In 2008, banks tightened credit again as financial crisis swept the globe, putting a sizable dent in operating results and earnings (sector ROE was just 2.5% in 2008).

After that, as global economy and financial markets recovered, credit demand also started to pick up in private sector, which helped to bolster earnings of banking industry. The pretax ROE of Taiwan’s banks stood at 4.5% in 2009, 9.1% in 2010, 9.3% in 2011, 10.4% in 2012 and 10.3% in 2013 respectively. Incremental improvement has continued, with banking sector pretax profit reaching NT$320.1bn in 2014, up 24.3% YoY and marking the fifth straight year of record-high earnings. Pretax ROE rose to 11.7% the same year, with ROA also hitting a historical high of 0.8%. In 2015 and 2016, aggregate pre-tax bank earnings sank to NT$319.6bn and NT$300.1bn, respectively, with 2016 ROE and ROA dipping to a respective 9.2% and 0.7%, as a result of increased volatility in global financial markets, coupled with deteriorating asset quality and a rise in credit costs across the industry. For 2017, we think the financial market performance and investment sentiment will both improve, and we expect gross bank earnings will stay flat or even pick up moderately, given an improving global economy and robust capital demand.

Domestic bank overall profitability (in terms of pretax earnings)

Year 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
ROE(%) 2.22 2.47 4.49 9.10 9.33 10.41 10.26 11.65 10.58 9.24
ROA(%) 0.14 0.16 0.28 0.58 0.59 0.68 0.68 0.79 0.75 0.68

Source: Banking Bureau of the FSC

  • (5) Banks improve asset quality and turn conservative on credit policy, leading to sector non-performing loan ratio of 0.27% as of end 2016.

In recent years, Taiwanese banks have been aggressive in writing off bad debt, while the credit/cash card crisis in 2005 and the global financial meltdown in 2008 have helped engender a culture of caution in granting credit. As such, the non-performing loan (NPL) ratio of domestic banks has been declining. According to the FSC, the average NPL ratio had fallen to 0.23% as of end 2015, from the high of 11.27% in 2001, but rose slightly to 0.27% as of end 2016. This is a clear indication of improving asset quality. As at the end 2016, CDIB registered a NPL ratio of 0.34%, the overall asset quality is fair.

Average NPL ratio of Taiwanese banks

Year 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
NPL*(%) 1.84 1.54 1.15 0.61 0.43 0.40 0.38 0.25 0.23 0.27

142

Note: * NPL-is as defined in “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans,” promulgated by the Ministry of Finance on January 6, 2004 and effective as of July 2005 for the purpose of aligning Taiwan’s banking regulations with internationally recognized standards.

Source: Banking Bureau of the FSC

C. Securities industry

  • (1) Global economy to see moderate cyclical recovery, driven mainly by the US

In its latest forecast, the IMF predicts global economic growth will accelerate from 3.1% in 2016 to 3.4% in 2017, and growth in the US should pick up from 1.6% to 2.2%. Amid a broad-based economic recovery, the growth of global trade volume may also jump from 2.7% to 4.0% in the same period. As an export-driven economy, Taiwan will most likely benefit from the trend, and its GDP growth rate could rise from 1.5% in 2016 to 2.0% in 2017, as the export sector is set to ride on replacement demand driven by Apple’s iPhone 8. It is estimated that the aggregate corporate earnings in Taiwan will see over a 10% growth in 2017, reversing the 1.5% contraction in the previous year.

In terms of market capital, the US has entered a rate-hike cycle, and market expectations on further rate hikes have also strengthened. Now that the US economy has improved substantially from a year ago, with market sentiment more optimistic about the future, the world shall not be too surprised if the Federal Reserve raises the benchmark rate earlier than expected. Meanwhile, the ECB and Bank of Japan have maintained aggressive monetary easing policies, which should help alleviate the impact from the Fed’s monetary tightening. Overall, market sentiment will improve on the back of a stronger global economy. Replacement demand driven by the iPhone 8 shall also excite the market. Against such a backdrop, more global investors will shift their capital into the Taiex market, supporting the year-to-date bull-run and driving turnover growth in 2017.

  • (2) Challenges remain for the securities industry

In 2016, the Taiex index closed up 11%, while average turnover sank for the second consecutive year. Margin loan balance also declined, capping the fee and interest incomes for brokerages. In addition, bond yields in the US and Taiwan have picked up sharply since Donald Trump’s election victory in late 2016, as the world expects the US to lean toward fiscal expansion and interest rate hikes. This has put more pressure on brokerages’ bond investments, leading to a sectoral earnings contraction. On a positive note, the issuance volume of international bonds reached a new high in 2016, and as demand for overseas bonds from local life insurers remained strong, brokerages have benefitted from higher bond underwriting income.

We expect the FSC will unfold more stock market stimulus packages in 2017, including a tax rate cut for securities day trading from the current 0.3% to 0.15% in order to bolster market turnover. The policy now awaits the third reading at the Legislative Yuan to

143

become effective. TWSE will also roll out new measures, such as product innovations and trade efficiency enhancements, to attract investors and stimulate transactions in the market. The FSC and Ministry of Finance are discussing reforms on the taxation of dividend income, with viable options including a tiered tax rate, fixed amount and fully deductible tax systems. If the government can effectively narrow the gap between dividend taxes for domestic and foreign investors, we believe local investors will be more willing to hold stocks in the future. Notably, Taiex average daily turnover gained 30% YoY and 60% MoM to NT$140.0bn in February 2017, thanks to global hot money and more active participation from local investors. As investors hold a more positive view on the prospects of the Taiex, we believe trade volume in 1Q17 will rise on a YoY basis. Overall, as we think Taiex turnover will rise from the 2016 level driven by an improving local economy, favorable economic fundamentals and a return of capital from home and abroad; brokerages can expect a better operating environment in the coming year.

D. Venture capital industry

In early 1980s, in order to help local industry to transform, Taiwan government introduced the "venture capital" system from United States. The first local venture capital company was established in 1984, but the industry took 10 years before finding a profitable model that would enable its growth. As Taiwan emerged to play a major part in the world's IT supply chain in the 1990s, new businesses such as electronics, semiconductors, communication and optoelectronics began to spawn at a fast rate. The wave of new technology businesses coupled with a robust capital market contributed to the rapid growth of Taiwan's venture capital industry. With global economic outlook turning favorable and the local government introducing new deregulations on cross-strait banking policies since 2009, the venture capital industry was able to deliver improved results, averaging an EPS of NT$0.88 in 2009 and NT$0.42 in 2010. Since 2011, however, the venture capital industry once again slumped back to an EPS of NT$0.09 due to gloomy outlooks around the world, and exhibited even slower growth in recent years.

The period between 1995 and 2000 was perhaps the golden age for Taiwan's venture capital industry. During this time, the number of venture capital companies increased from 34 to 170, whereas total share capital had also increased by 5.8 times over the 6-year period, from NT$18.7 billion to NT$128.08 billion. This was also the time when local venture capital funds averaged an EPS of NT$1.7 per year, which was equivalent to turning over 100% of share capital in six years. In just a few years, the venture capital business flourished with the growth of the high-tech industry, and delivered outstanding results in terms of fund size, amount invested, cases invested, and investment performance. In 2000, the venture capital industry started to encounter difficulties finding viable projects, as most of the IT and electronics businesses had already matured whereas semiconductors had progressed into a capital-intensive stage, and biotech and digital

144

content were relatively early in their development, leaving optoelectronics and communication the only businesses that kept the investment going. From 2002 to 2004, financial holding companies and large corporations began setting up their own venture capital subsidiaries, which added 20 new players and NT$16.8bn of fresh capital per year. 2005 was the year when the venture capital industry started to liquidate. The amount of liquidated capital increased since 2006, reaching NT$21bn in 2010, NT$25bn in 2011, and NT$11bn in 2012, respectively. Performance of the venture capital industry has recovered in recent years due to recovery of the local and global economy, improvements of the business environment, new technologies, and mutually beneficial cross-strait relations. According to the 2014 survey conducted by Taiwan Venture Capital Association, the number of venture capital companies had increased in 2013 and 2014 to a total of 232 by October 31, 2014, whereas the amount of invested capital and business performance also turned favorable. In recent years, the government has been actively introducing new incentives to stimulate innovations and direct private capital into industries, thereby helping industries transform and upgrade. It has even set up funds to finance venture capital investments and startup businesses directly. In the meantime, the venture capital industry also saw upraise of new investment prospects. Apart from technology and communication, businesses such as biotech, pharmaceutical, green energy, culture and creativity, and environmental protection have emerged to become the new favorites. With the government's support and new investment opportunities abound, the venture capital industry should deliver consistent growth over the medium and long run. Notably, the government has taken some initiatives in recent years, in order to drive business innovation. Among them is the launch of the “Asian Silicon Valley” project, which encourages development of the Internet of Things to stimulate transformation of existing industries and pave the way for upgrades in emerging industries. The establishment of a national biotech research park, pending government approval, is a major project designed to boost development of the biotech and pharmaceutical industries in Taiwan. New industries like green energy, culture and creativity, and environmental protection have also received much attention. Given the government’s support, we think more new industries will take shape in the years to come, providing significant growth opportunities for venture capital players.

E. Future trends

(1) Large players become main stream

A financial holding company consolidates different types of financial institutions to provide integrated products and services to customers. Because these subsidiaries are operating under a single parent, they share a similar, if not identical corporate culture and background, which helps for integration. The financial holding company is able to adjust capital and resource allocations among subsidiaries in order to achieve optimal

145

profitability. Whereas most of the banking sector consolidation opportunities came from privatization of government banks, the current ongoing financial reforms focused on government banks’ consolidation. In light of the rise of large financial holding companies, small and medium financial institutions are also forging strategic alliances.

  • (2) Expanding into the Greater China market

A broad-based business migration has taken place in Taiwan, with many businesses moving to mainland China in past few decades. As a result, the local financial industry is also expanding overseas, in particular targeting Taiwanese companies in mainland China as prime customers. The signing of the “MOU of Cross-strait Financial Cooperation” in 2009 has not only opened the door of China market for Taiwanese Financial companies but also provided new financing option to overseas Taiwanese enterprises. As cross-strait relations improve, local financial institutions look to capitalize on the significant and increasing number of Taiwanese businesses operating in China, supported by inherent advantages such as a shared linguistic and cultural background and geographical proximity. Notwithstanding, despite the promising outlook for Taiwanese financial institutions operating in mainland China, high levels of credit and investment risk should never be overlooked. Moreover, as the island’s financial players are late entrants to the mainland China market, they shall face significant challenges and obstacles to overcome.

  • (3) Personal finance as the new business in focus; cross-selling platform as a key tool

In recent years, Taiwan’s financial institutions have been focusing more on the consumer finance and wealth management businesses, with private financial holding companies being more proactive in these businesses than government-owned peers. As clients’ needs vary, it is then become crucial for financial holding companies to provide timely, diversified products and services to fulfill clients’ needs. In order to achieve the goal, segment integration within a financial holding company is needed. Establishing an effective cross-selling platform is a critical factor to the success.

  • (4) Seeking a more balanced deployment

Typically, a financial holding company has multiple business lines with various levels of sensitivity to economic cycles. As a financial holding company grows in size, it has to fine-tune its operating strategies along the way and build a more balanced business model. Basically, this means expanding the product offering with a view to improving profitability and asset utilization efficiency. This implies a balance between venture capital investing, fixed-income and fee businesses in order to reduce business impact in a volatile macro environment.

146

5.1.4 Research and Development

The Company conducts research and development mainly via its subsidiaries, including KGI Bank and KGI Securities. New financial products are developed in hope to strengthen the product portfolio, provide diversified services and thereby expand the customer base.

China Development Financial Holding

Unit: NT$’000

Unit: NT$’000
Project Investment Schedule
CDF Data WarehousingSystem 79,380 Feb 2017 – Feb 2018

note : including CDF, KGI Bank and KGI Securities

KGI Bank

  • (1) KGI Bank is committed to providing quality services and creating value for our clients. In 2016, we launched a program to build a new system for our core services, which features a well-rounded information framework to support our global business expansion, accelerate the development of digital financial products and enhance the efficiency of our bookkeeping and daily operations.

In a changing environment where digital technology advances quickly, KGI Bank has strived to pursue innovation in order to keep up with our clients of the Net Generation. Having worked with our partners on the development of a TSM mobile credit/ bank card and mPOS terminal, in 2016, KGI Bank renewed its collaboration with Taiwan Mobile Payment Inc. by launching the HCE mobile credit card service ahead of most competitors, and has since secured a leading position in terms of the card issuance volume. Also, in light of increasing tokenization of credit cards, KGI Bank has sought and received approval from competent authorities to develop credit cards that work under various handset configurations. On top of that, KGI Bank is developing a payment platform for Love Pay, an in-house developed mobile payment app, with the aim of providing customers with safe and convenient mobile payment solutions.

KGI Bank has developed several derivative products featuring high customization and integration to strengthen our attraction to customers. We also formulated trading strategies for a variety of financial products to complement our enhanced capabilities to deliver innovation and develop products independently. We have sought to maximize our profitability through business expansion in different investment markets.

  • (2) R&D results for the last two years:

  • - Established a forex options platform, which substantially enhances our capabilities to manage (including price quotation) complicated exchange rate-linked products.

  • - Developed capacities to manage price mixed structured products, such as interest rate and forex-linked products, in addition to interest rate and equity-linked products.

147

  • - Established an electronic direct debit authorization (eDDA) system, which allows customers to apply for or modify payment authorizations electronically, markedly reducing the required time to process authorization.

  • - Established an enhanced automated clearing house (eACH) system, which can update payment status in real-time. Consumers need to complete the payment authorization via DDA or eDDA. Afterwards, vendors can collect payments for purchased goods or services through the eACH system, which covers bill payment, fund transfer, online shopping and automatic top-up.

  • - Built a real-time comprehensive batch payment platform, which allows companies to collect multiple payments, such as regular mutual fund subscription, securities fees, insurance premium and tuition fee, in batches. The platform not only helps improve the efficiency of payment collection, but also strengthens cash flow management for companies, reducing financial costs.

  • - Launched XML payment services, which give customers the ability to make NT-dollar payments on various platforms (such as an online banking system) without time constraints. The services require electronic signatures to ensure payment security.

  • - Completed digitization of payment collection services. KGI Bank offers cloud-based payment collection services via our eACH web service and KGIExpress systems. The former is for online payment collection, and the latter for real-time notification. The digitized service systems are compatible with e-commerce systems of most corporate customers. KGI Bank is committed to facilitating cash flow management for businesses, reducing interfacing costs with banks. Also, digitized systems can provide better shopping experiences for end-consumers.

  • - Offered online deposit account opening services to comply with the Category One Certificate stipulated by the FSC. This saves customers the trouble of going to a bank counter and achieves our target of dematerializing financial services.

  • - Developed a mobile payment platform for customers to install credit cards or bank cards into a smartphone using OTA technology, and then pay for purchases, transfer funds, or pay taxes via NFC. In 2016, KGI Bank won its second consecutive Award for Best Innovation of the Year from the Financial Information Service Company, as well as the Best Mobile Innovation of the Year 2016 from MasterCard.

  • (3) Future R&D plans

  • - Continue to offer a variety of payment options that meet customer needs, covering both online and offline transactions. Make strategic alliances with businesses to provide customers with more convenient mobile financial services.

  • - Develop a financial technology (FinTech) platform that offers fund management and services to online/ O2O platforms.

148

- Apply the latest ID technology to develop our online financial businesses and enhance the bank's competitiveness.

- Understand the investment needs of our customers by establishing a new wealth management system with a streamlined customer management platform, so that KGI Bank can provide more customer-centered services.

  • - Continue to develop our core service system and peripheral systems for global business expansion & innovation, integration of digital channels, and better scalability of commercial applications.

Estimated R&D costs and progress:

Unit: NT$’000

Unit: NT$’000
Project Investment Schedule
New Core Service System 688,000 Dec 2016 ~ Sep 2018
Payment Platform 4,600 Oct 2016 ~ Aug 2017
Multi-tiered Mortgage Interest Accrual System 3,050 Aug 2016 ~ Apr 2017
Insurance Brokerage System 3,600 Feb 2017 ~ Dec 2017

KGI Securities

KGI Securities has developed its derivatives business by making significant investments of NT$104.3mn in 2015 and NT$62.6mn in 2016 respectively and by obtaining licenses for the operation of new businesses including interest rate swaps (IRS), interest rate options (IRO), convertible bond asset swaps (CBAS), structured notes, bond options, equity options and credit derivatives. In 2015, having added newly deregulated products at its OSU along with relaxed regulations, the company put itself ahead of peers and becomes the first brokerage in Taiwan to have the OSU offer non-residents foreign currency-denominated TAIEX-linked derivatives services. This represents a milestone for Taiwanese securities firms in the development of OSU foreign currency-denominated derivatives services. Having gained a leading position in 2015, in 2016, KGI Securities advanced further by offering exchange rate derivatives services, such as FX forward and FX swap. In addition to catering to customers’ needs for trading foreign currency-denominated securities, KGI Securities now also offers a variety of exchange rate hedging tools as we are committed to broadening our business horizon.

In the fixed income segment, along with the TPEX, relevant authorities and Taiwan Securities Association, KGI Securities has pushed for the deregulation of foreign currency-denominated bonds available on international markets during the negotiated trading hours of local securities firms, prompted by demand from domestic investors. In addition, as the company has continually sought to improve the settlement mechanism for

149

foreign and international bonds in discussions with the authorities, it is expected that professional investors will see the cost of trading such bonds decline substantially and that the domestic secondary market will achieve a degree of diversification. Aside from exploring bond issues and trading, KGI Securities will also continue developing derivatives linked to benchmark interest rates, bonds, credit targets and equity, and further to the forex index, in response to investors’ needs.

  • (2) Achievements in research in the past two years and further plans

  • - KGI Securities leads peers in the equity derivatives business. In 2016, the company issued 2,523 warrants with the total amount of NT$27.8bn, facilitating one-stop shopping of a diverse range of warrants, despite market volatility. It has moreover adopted a stable warrant market making strategy that upgrades the existing warrant market making system with higher liquidity and price linkage, giving clients a superior warrant investment experience.

  • - In the OTC derivatives segment, KGI Securities has developed various instruments on the back of its solid financial engineering capability. These innovations have helped the company gain a competitive advantage in cutting-edge financial products and secured its leading position in the OTC derivatives market. For instance, KGI Securities issued more structured products in 2016 than any other local peer. Its comprehensive, diverse product portfolio helps build customer confidence. The company has also made headway in the asset swap business, ranking second in notional amount outstanding in 2016. Meanwhile, in the equity options segment, KGI Securities ranked second in market share. Going forward, the company will continue to provide full range of professional services with a view to achieving a win-win situation for investors and shareholders alike.

  • - In the fixed income segment, KGI Securities' short-term principal-guaranteed interest-rate linked products continue improving in flexibility, which fit the needs of diverse clients. The 100% principal-guaranteed derivatives facilitate an expanded denomination selection in US dollars and Renminbi.

Estimated spending and schedule:

Estimated spending and schedule: Estimated spending and schedule: Estimated spending and schedule:
Unit: NT$’000
Project Investment Schedule
Futures DMA Gateway Development 9,339 Jan 2016 – Dec 2018
Futures Trading Co-location Platform 5,550 Jan 2017 – Dec 2017
Investment Cloud, Online Customer Service
Via Lineand SocialNetwork Maintenance
3,579 Jan 2017 – Dec 2017
New Derivatives Trading System 3,177 Jan 2017 – Dec 2017

150

5.1.5 Short and Long Term Business Development Plans

A. Short-term business plans

Please refer section 5.1.2 “Business plan for the year.”

B. Long-term business plans

◎ China Development Financial

The subsidiary CDIB was renamed as CDIB Capital Group on March 15, 2016, and CDF has since acquired exposure to three core business activities: commercial banking, securities, and venture capital, which enable it to introduce the most complete lineup of financial services and products. In the commercial banking segment, the Company will focus on optimizing products, services and customer management, and try to utilize digital platforms and cross-selling to increase revenue contributions from wealth management. For the securities segment, the Company will aim to maintain its market competitiveness, explore overseas opportunities, optimize capital allocation, increase fee revenues, and diversify trading gains for better earnings stability. For the venture capital and asset management segment, the Company will focus on raising and managing equity investment funds and strive to expand its asset management business. It’s our hope that the joint efforts of our team of professionals can help build CDIB Capital Group into one of the best equity investment and asset management companies in the Asia-Pacific region. In the future, China Development Financial will aim to provide customers with all-round financial services and take steps towards becoming "the most distinguished financial group among the world's Chinese-speaking population."

◎ KGI Bank

(1) Corporate banking

  • - Offer advisory and custom-tailored solutions to Asian Pacific customers with regards to their special financing requirements such as cross-border M&A, leveraged buyout, and growth capital. Establish the bank's role as a corporate transaction consultant and generate non-asset based income. In addition to financing capital expenditures and working capitals in the form of syndicated loans, the bank also provides project financing for local businesses and plans to venture into international markets through differentiated services

  • - Build a comprehensive corporate customer service network that appeals to upstream, mid-stream and downstream industry participants. Introduce commercial banking credit schemes that are tailored to target customers and focused on transaction-backed financing. Aim to increase revenues from sources that do not require risky assets;

151

anchor customer relations and market a broader variety of banking solutions such as trade financing, factoring, TMU, cash management, wealth management, and corporate Internet banking for higher penetration and market share.

  • - For financial consultation services, the bank will try to integrate its service channels in order to provide customers with more constructive solutions, and increase fee income through closer relationship. For leveraged buyouts, the bank will engage overseas customers and private equity funds more closely to acquire high-profile cases.

  • - Deliver featured corporate banking services across borders through overseas branches.

  • (2) Consumer banking

  • - Use localized operations, a connected virtual network, and social network products to expand client bases for branches. Via a comprehensive product lineup and professional banking services, KGI Bank will seek to deepen their relations with customers.

  • - Continually improve software, hardware, service procedures and flow at local branches to ensure a satisfactory experience.

  • - Enrich the bank's wealth management product line particularly with foreign currency-linked and leveraged instruments. Satisfy customers' needs through enhanced asset management and use of the new wealth management platform. Develop the bank's brand new image and market position in wealth management.

  • - KGI Bank will utilize big-data analysis and its top-notch risk management experience to create consistent service efficiency and quality online and offline. We hope to go over the price-setting and lone-granting procedures with higher precision and efficiency to satisfy clients’ demand for a diversity of channel services.

(3) Financial market business

  • - Search for best-scenario investment portfolios, diversification of targets, and strategies in the financial market to pursue the best possible RAROC. Continually study and develop new structured products linked to interest rates, currency rates or both. Aim to become a swap bank for international bonds. Develop an electronic trading platform that covers foreign-exchange options and offers comprehensive forex-based financial products.

  • - Work on steadily increasing professional investor and institutional investor accounts. Use diverse businesses and reasonable human resource deployment to market financial products in the Greater China region and Southeast Asia.

  • - Soundly devise an asset/ debt allocation, strengthen the financial structure, and improve return on capital to effectively lower deposit-holding costs and liquidity risks.

152

(4) Digital banking

  • - Actively participate in new e-commerce opportunities and explore new means to serve customers. Collaborate with local/ foreign financial institutions or third party payment operators to develop cross-border transaction and O2O (online to offline) services, thereby providing customers with broader means to pay.

  • - Develop new financial applications for target customers, and provide them with differentiated electronic payment solutions and value-adding services. Explore opportunities in mobile e-commerce, and aim to create a clustering and magnet effect among customers.

  • - Continually delve into the innovative payment market. Track the latest FinTech development of block chain technology to maintain KGI Bank’s lead in the digital financial market.

(5) Overseas market development

  • - Take advantage of our experience in consumer banking. Connect to outside e-commerce channels. Set up Jiangsu Suying KGI Consumer Banking Cooperation to co-develop novel consumer banking services based on the internet.

  • - Integrate group resources to extend banking-related services to China, Hong Kong, Singapore and other places as soon as possible, in order to expand business and meet existing clients' demand for financial services at the same time.

KGI Securities

Organization and operations will be fully transformed. Use of resources will be made more efficient across national borders. Thus, KGI Securities will strive to be the most competitive investment bank in Taiwan.

  • (1) Retail brokerage business will undergo full-blown transformation in terms of organizational structure and operations.

  • (2) Optimize service quality and maximize the pool of stocks to lend out from, so as to expand institutional investor brokerage business and enhance earnings.

  • (3) Maintain leadership in onshore TW dollar-denominated products and use strong customer relationships in Taiwan as a competitive edge to expand Global Market business.

  • (4) Balance stress on equity capital market (ECM) and debt capital market (DCM) to maintain lead among Taiwanese investment banks and boost earnings.

  • (5) Combine computer engineering and financial engineering skill sets to emerge as the best automated market-making and arbitrage team in Taiwan.

153

CDIB Capital Group (principal investment and asset management)

  • (1) Lower investment position and continue to activate existing assets.

  • (2) Focus on investing in funds that CDIB Capital Group raised from outside and also invest in third-party private equity funds when it makes strategic sense to jointly vie for premium investment opportunities.

  • (3) Continue to expand the scale of assets managed. Expand toward Asia-Pacific market to implement regional developments.

  • (4) Target becoming a top-notch equity investment and asset management company in Asia-Pacific region.

5.2 Cross-Selling and Joint Marketing

The Company's main subsidiaries cover three core business activities: commercial banking, securities and venture capital, which enable the Company to introduce customers with a comprehensive selection of financial products and services.

In order to provide customers with more comprehensive financial products and services, and then to improve operational synergy, the Company’s subsidiaries: KGI Bank, KGI Securities and KGI Future have obtained the approval from competent authority for engaging in cross-selling activities. Through cross-selling approach, bank subsidiary can rapidly expand customer base and all subsidiaries can effectively extending their business scales and create more commercial opportunities. The Company’s cross-selling activities are carried out in accordance with the Article 43 of Financial Holding Company Act, “Guidelines for Cross Marketing among Subsidiaries of Financial Holding Companies”, and the Personal Information Protection Act. Therefore, while exercising the cross-selling activities, the Company and its subsidiaries will make sure customers’ right and interest are well protected.

154

5.3 Market and Sales Overview

China Development Financial Holding (CDF)

As of end-2015, there were a total of 16 financial holding companies in Taiwan, with a respective gross asset and equity value of NT$45.5tn and NT$3.1tn, according to data on the Financial Supervisory Commission (FSC) website. While these 16 companies have dominated Taiwan’s financial industry in recent years, we note that the local financial market has become increasingly fragile following the outbreak of the global financial crisis in 2008 and the subsequent euro debt overhang. The global economy still faces high levels of uncertainty, and new laws and regulations across the world have made it more difficult for financial institutions to manage daily operations. Despite of negative impact coupled with global economy, Taiwan’s financial holding companies have however benefited from the deregulation of investment in the China market in recent years. In light of the economic and financial market boom in China, which offers enormous growth potential and business opportunities, Taiwanese financial holding companies are accelerating deployment across the Taiwan Strait, and will likely continue to leverage the resources available to them in order to create synergies from business integration with the ultimate aim of strengthening their competitiveness.

The three major subsidiaries of CDF are KGI Bank, KGI Securities and CDIB Capital Group (formerly CDIB). After many years of operation, both CDIB Capital Group and KGI Securities have become the respective leaders in Taiwan’s investment banking and capital markets. The acquisition of KGI Bank completed the operating framework of CDF, which is founded on three major operational pillars of commercial banking, securities brokerage and venture capital. CDF is well positioned to deliver significant growth in the future, as it seeks to capture the synergies of business integration by capitalizing on its strengths in venture capital, commercial banking and securities brokerage, allowing it to address a sizeable client base.

KGI Bank

1. Main products and markets

KGI Bank was formerly known as Cosmos Bank. Its main business activities included deposits, wealth management, consumer banking, corporate banking, inter-bank lending, and foreign currencies. KGI Bank has continually introduced new innovations to mobile payment, cash card, personal credit, housing loan, and wealth management services. In addition to be the first bank in Taiwan to launch mobile payment service, it also has the highest market share on cash card business in Taiwan. As of the end of 2015, KGI Bank had 51 branches nationwide. Cosmos Bank first commenced business in February 1992. It operated as a commercial bank providing quality financial services to industries, corporates and public. Cosmos Bank was acquired by China Development Financial on September 15, 2014 and renames as KGI Bank. In terms of future business development, KGI Bank will

155

leverage on its existing strengths while drawing financial support from its parent company, China Development Financial, and capturing resources from the group's subsidiaries for cross-selling and maximize capital efficiency to increase market competitiveness. Moreover, the bank aims to become a powerful regional player to provide overseas clients with professional and comprehensive financial services.

2. Market Overview

Since the deregulation of banking licenses in 1992, Taiwan's banking industry has been oversupplied. Not only were the state-owned banks trying to privatize, some credit cooperative associations also sought their ways to become commercial banks, while foreign banks, too, were eager to set up branches in Taiwan. As a result, the number of banks in Taiwan had doubled from 25 in the 1990s to 53 in the 2000s, while market condition changed from oligopoly to nearly perfectly competitive market. This excessive supply poses challenges to bankers even till this day. Furthermore, the government's stringent supervision combined with a lack of innovation within the banking industry allowed very little room for banks to differentiate and distinguish themselves apart. As a result, banks resolved to price-cutting as the only means of competition, which greatly reduced profitability of the entire industry. Striving to maintain growth under the overly competitive environment, financial institutions were compelled to extend their services to edge customers, which led to the occurrence of a local financial crisis in 1998 followed by the dual card crisis in 2005. This over-extension of credit also exacerbated the impact of the 2008 worldwide financial crisis to a certain extent. Fortunately, the authority was able to respond to the series of crises with economic stimulants and banking policy reforms that helped stabilize the banking system and reduce non-performing loans. As financial markets stabilized and the global economy recovered in recent years, mergers were seen in the local banking industry. It was then when Taiwan's banking industry started to show improvements in terms of capital structure and profitability.

Nevertheless, the potential of Taiwan's banking industry remains largely limited by the scale of domestic market and the over-banking situation. To break free of this limitation, banks have been trying to expand into China and Asian markets, particularly when the latter has just been deregulated recently. In the future, the bank will continue its effort on cultivating local markets where it has presence and systematically training global financial talents to support overseas expansion plan. Moreover, in order to fulfill the need for overseas expansion, the bank will also seek for overseas partnership and aim to become a global financial player.

156

3. Future supply-demand dynamics and growth potential

(1) Supply and demand

2016 had been a year of slow recovery for the global economy. It was also the year when central banks around the world started to go different directions with their monetary policies, after unanimously adopting an expansionary policy since the last financial crisis. In late 2015, while the U.S. kicked off the first rate-hike cycle since 1995, most of other major economies have held on to easing monetary policies. As oil prices plunged at one point and in the wake of such black-swan events as Brexit and Trump’s election as US president, we predict that the global economy has a chance to regain stability amid US fiscal and tax reforms in 2017, but the global financial market might continue to exhibit volatility. The domestic economy may stabilize alongside the global economic recovery, but trade with the US and cross-straits relations remain major swing factors to render clients more conservative as investors. Declining real estate transactions has caused the fierce competiveness of the consumer loan market and banks are starting to target at personal finance which had further cut down the products margins. Meanwhile, the corporate finance segment is also faced with marginal spreads due to intensive price competition, and the intensity seems to rise, rather than dissipate, with more cross-strait deregulations underway. However, as the population ages, people will start paying attention to financial security, which should present growth opportunities in nursing trusts and benefit trusts.

(2) Growth

In future, digital banking is the growth driver of banking industry. Mobile payment services have grown around the world in recent years mainly because of growing demands and the gradual improvement of environment. Governments worldwide were generally supportive of this development, and mobile payment technologies began to evolve during this time, which simplified the payment process and shortened the time taken, making mobile payment solutions more acceptable to users. Globally, existing service providers can be seen expanding into new territories in the effort to expand their customer base and the new comers brought innovative solutions in order to capture business opportunities. According to a study by Gartner, the mobile payment services worldwide is expected to grow 67% from USD$ 431.1 billion in 2015 to USD$ 721.4 billion by 2017. In Taiwan, growing popularity of smartphones has also contributed to the growth of online payment services. As mobile banking services become a strong competitive advantage, companies with extensive distribution channels such as telecommunication carriers, retail chains and e-commerce operators all try to provide digital banking services which have helped the business to grow exponentially. Moreover, FSC passed "The Act Governing Electronic Payment Institutions" in 2015, which shall further change the consumer behavior and payment hobby in Taiwan.

157

4. Positives and negatives of future development

(1) Advantages

  • A. Rich experience in unsecured loan business exploration and credit analysis will be instrumental in helping KGI Bank expand online loan platform market alliances and develop business cooperation deals.

  • B. A solid foundation in private equity funds and investment banking will provide the bank with the potential to offer high-margin leveraged buyout and structured financing solutions that are different from other commercial banks.

  • C. As one of the few banks possessing pricing and hedging capabilities for high-end derivatives, KGI Bank will be able offer niche financial products and earn profit by managing risks surrounding derivatives.

  • D. KGI Bank is relatively free and highly flexible in planning and developing new products. The company is eager to make necessary adjustments to forge alliances, and it will employ a platform-based strategy to quickly attract new clients.

(2) Threats

  • A. The company has relatively fewer overseas branches than peers, which caps its development in offshore businesses and markets.

  • B. Amid overall low interest rates, the banking market will stay competitive, with pricing pressure spreading from interest spreads to fees.

  • C. Financial transactions and banking/ insurance business development will be limited by certain legal regulations and by supervision from competent authorities.

  • D. In the new digital era, where competent authorities stand in terms of how fast to deregulate FinTech businesses is uncertain. This will not only make investment more costly, but also turn the financial sector’s technological transformation into a greater challenge.

(3) Responsive strategies

  • A. Continually paying attention to the number of cross-selling, salary-transferring, direct-investment and investee-company products held by clients in and outside of the group. Keep track of this number as an important indicator.

  • B. Penetrate the corporate banking client base. Offer customized products and services to enhance clients’ stickiness, which will be favorable to follow-up exploration of other businesses.

  • C. Have subsidiaries conduct multilateral cooperation. Offer clients in China, Hong Kong, and Taiwan a sound investment and financing fund flow structure.

  • D. Improve the comprehensiveness of product lines. Integrate group resources. Work closely with subsidiaries and push for multilateral two-way business cooperation.

158

Deepen penetration of group operations. Set up overseas branches to create a better regional platform.

  • E. Behavior patterns of consumer banking have gradually changed. To adapt to FinTech developments, KGI Bank will apply itself to developing digital banking business and devising innovative services that integrate physical and virtual channels.

  • F. Create a sound FinTech platform. Upgrade web-based and phone-based banking services. Enhance customized features. Find ways to grow and not be restricted by how many branches there are, and in the process accumulate new clients, improve user experience, and boost client stickiness and penetration for the digital channel.

KGI Securities

1. Major products and markets

As KGI Securities mainly focuses on the Taiwan securities brokerage market, the overview below will confine itself solely to this area.

2. Market overview

The securities brokerage market in Taiwan developed rapidly after the first securities firm was established in 1988. In no time, the market was crowded with numerous identikit operators, resulting in intensely competitive, saturated market conditions where few players were unable to realize healthy profits. Many firms chose to expand and strengthen their competitiveness through merger and acquisition. As a result, the number of securities firms had declined from 229 as of December 31, 1996 to 116 as of January 31, 2017 while the number of securities firms’ operating outlets expanded from 420 to 966 in the same period which indicating that competition has been so fierce that only the biggest players stand a chance of getting ahead in the business.

Going forward, securities firms will have to diversify their business scope and reach out to global markets, providing one-stop shopping of brokerage, dealing, underwriting, bond, derivatives and shareholder services, designed to meet the ever-changing investment needs of institutional and individual clients. Highly qualified professionals and integrated operating resources are also needed in order to provide high value added services to clients. In 2015, the TAIEX embarked on a strong uptrend which started in October 2014 and climbed to its peak at 10,014 points in April 2015 before falling for the rest of the year. The fall was especially rapid between June and August, lost 28% as a result of series of bad news: the U.S. rate hike, strengthening USD, collapse of commodity prices, capital exile of emerging markets, Asian currency depreciation race, unexpected weakening of RMB, stagnant growth in smartphone sales, upraise of China's electronics industry, and excess inventory of semiconductor industry. The stock market rebounded from late August until early November, and peaked at the time when cross-strait summit held in Singapore before

159

making yet another correction in response to FED's decision to raise interest rates in December. Overall, 2015 was overburdened with concerns toward a slow global economy, deteriorated exports, exit of U.S. QE measures, and future rate hikes that would end the expansionary policy and begin the tightening of money supply. TAIEX closed at a 10.4% loss for the year with trading volume declined by 3% (or 8% when excluding foreign investors); both figures were unfavorable to the business of securities firms.

The daily turnover of the TAIEX decreased by 14.5%, or NT$16.8bn, from NT$115.5bn (TWSE NT$92.9bn + OTC NT$3.3bn) in 2015 to NT$98.7bn (TWSE NT$77.5bn + OTC NT$21.2bn) in 2016, according to Taiwan Securities Association (TSA) statistics. In terms of operating performance, of the 73 securities companies covered by the TSA and that report to the Taiwan Stock Exchange (TWSE), 48 were profitable in 2016 and 25 were loss-making, with average EPS at NT$0.625, down from NT$0.821 in 2015. In a more detailed breakdown, integrated securities firms posted average EPS of NT$0.615, versus the NT$0.932 of pure brokerages. Foreign securities firms delivered EPS of NT$2.043 on average, outperforming Taiwanese peers with NT$0.544. Local integrated firms reported average EPS of NT$0.554, also higher than the NT$0.185 of local brokerages. However, foreign securities firms outperformed integrated peers with EPS of NT$3.412, versus the latter’s NT$1.815.

As for the profitability of individual securities firms, Goldman Sachs posted the highest EPS in 2016, followed by Credit Suisse and UBS. Due to their relatively small scales and having access to global research resources, foreign securities firms enjoy higher profitability than local players in serving institutional clients. However, in terms of absolute net profit value, the top three local securities firms in Taiwan, Yuanta Securities, KGI Securities and Masterlink Securities, were the best performers in 2015. While brokerage fees are still a major source of income for securities firms, it has dried up somewhat in recent years as the local market becomes saturated, commission rates have cut down significantly as peer competition and online trading (via Internet and mobile device) has become increasingly prevalent. Moreover, as brokerage fees income is highly correlated to stock market performance, securities industry therefore has high revenue volatility.

3. Future supply-demand dynamics and growth potential

(1) Supply side

Due to the continuous shrinking of Taiex turnover in 2015-16, the securities market has become increasingly competitive. In 2016, three securities companies, one foreign and two domestic, quit Taiwan’s securities market. Early this year, rumor had it that one foreign securities company would cease to operate. But as of now, there are still as many as 116 securities firms here in Taiwan. Digital transactions have accounted for 50% of turnover. For these reasons, relying solely on turnover for business means

160

ferocious competition for securities firms. Thus, competent authorities have continued to allow securities companies to conduct new businesses. In 2016, it allowed securities companies to lend money to investors for unspecified usages. Investors can use stocks as collateral and directly borrow from securities companies, which can collect interest income in return. In 2016, the Financial Supervisory Commission increased the number of stocks allowed for abatement to 1,428 or 99.25% of Taiex market capitalization, in order to liven up day trading. In January 2017, the central bank announced for the first time that the securities industry will one day be allowed to conduct spot-market TW dollar-forex transactions and trade a much wider variety of forex derivatives. In the next stage, securities companies will be allowed to participate in the interbank forex market. As a result, securities companies will be able to increase forex income and decrease capital costs. The competent authorities have aggressively launched new measures to boost market trading and increase earnings for securities companies.

(2) Demand side

In 2016, the Taiex saw turnover shrink by 15%, reflecting Taiwan’s weak economic growth and the reluctance of both domestic and foreign capital to trade. However, there was a tendency that the capital was shifting directions toward ETF and abatement markets. In 2016, ETF market turnover was up 4%, better than the Taiex’s 15% turnover decrease. Taiex spot-market abatement turnover as a percentage of overall turnover was up from 2.5% in 2015 to 9.6% in 2016. In the future, we expect ETFs to grow in diversity and quantity. Also, if the law halving stock transaction tax for spot-market abatement is passed and implemented, then trading costs will fall, and spot-market abatement turnover as a percentage of overall Taiex turnover will rise, resulting in better liquidity and trading efficiency for Taiwan’s stock market. In addition, Taiwan’s economic growth is expected to rise from 1.5% in 2016 to 1.8% in 2017. And TWSE-listed companies’ earnings will grow by 10%, versus a contraction of 1.5% last year. Domestic and foreign capital will both flow back to the Taiex, resulting in both point gains and turnover growth.

(3) Growth potential

As described above, Taiwan’s stock market has risen on the continued recovery of Taiwan’s economic growth. If tax reform can attract more domestic investors to return, then turnover is likely to grow YoY. Also, the competent authorities have allowed securities companies to conduct a variety of new businesses to expand sources of earnings. Unlike in 2016, when securities companies saw earnings shrink, they are likely to post positive earnings growth in 2017.

161

4. KGI Securities’ competitive advantages

  • (1) Competitive capital scale

  • To enhance competitiveness and develop into a regional investment bank, KGI Securities has been dedicated to expanding its business scope and capital scale and became the second largest securities house in Taiwan.

  • (2) Broad business scope providing a full range of product lines and services KGI Securities has continued to develop a multitude of products and services and has expanded its business scope via domestic and foreign subsidiaries. This enables KGI Securities to offer services and cross-border trading platforms that banks can’t. In addition to domestic stocks, futures, and options, clients can also go through the sub-brokerage trading platform to buy or sell stocks listed in the US, Hong Kong, Japan, and China (including the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connects). Moreover, via subsidiaries, KGI Securities is able to offer clients various products, such as insurance, domestic and foreign mutual funds, discretionary investment and other diversified and refined financial professional services.

  • (3) Financial product design and innovation to meet clients’ niche demands

  • KGI Securities has long believed in product innovation over price competition. We have combined peer-leading financial engineering, industrial research, and innovative product designs to offer customized products and niche services to impress clients with our professionalism and become their brokerage house of choice.

  • (4) Numerous branches form a closely knit service network

  • KGI Securities has eighty-three branches all over Taiwan, the second most among domestic peers. In the future, KGI Securities will combine that with premium digital trading services to boost customer’s loyalty, and aim to become a leading brand in Taiwan’s digital securities trading market.

  • (5) Sufficient globalized talent staffs with professional ability

  • In order to become the top of the regional investment banks, KGI Securities have recruited the high quality management team with international experience and offer training programs to cultivate highly qualified talents. A high proportion of staff with international experience has become KGI Securities’ niche over peers.

  • (6) Earlier regional deployment widens investment landscape

  • In terms of globalized operations and diversification of earnings and geographical risks, KGI Securities is significantly ahead of domestic peers. In the future, we will continue the integration of cross-regional research resources and financial products of various markets, such as Taiwan, Hong Kong, Singapore, Thailand, Indonesia, and China, and provide clients with broader investment prospects and all-around financial services.

162

5. Positives and negatives for future development

(1) Positives

  • A. Amid market competition and environmental changes, securities companies unable to form an operating scale and locate a new mode of business will be forced out of the market.

  • B. FinTech advancements, big-data applications, and legal deregulation can all help securities companies locate clients’ demand for financial products and devise a service pattern that’s more diverse and more efficient.

  • C. Room for growth still exits for lending stocks to foreign capital, which is good news to leading securities firms in Taiwan.

  • D. Amid low interest rates around the globe, the demand for issuing and investing in high-yield bonds is growing in Asia.

  • E. ASEAN nations’ economic growth and Taiwan’s Southbound Policy will both prompt high-quality ASEAN enterprises to seek IPOs in either the Taiex or TPEx.

(2) Negatives

  • A. Market over-crowded with identikit operators, which has led to fierce price competition and declining profits.

  • B. Large-scale international investment banks and Chinese-capital financial institutions have gradually entered the regional bond underwriting market. The underwriting business in Taiwan is already a perfect-competition market.

  • C. Global competition in the financial services industry, with Taiwanese players having to counter the huge scale of Chinese peers and the enormous resources of other international competitors.

  • D. Conservative policies in Taiwan and the maturing capital market in China play against our bid to conduct cross-strait M&As and get pan-Chinese companies interested in first listings on the Taiex or TPEx.

(3) Strategies for tackling the challenges ahead

  • A. Use FinTech to create a brokerage-type wealth management system that is balanced between trading and asset allocation.

  • B. Continue to use the Asia-Pacific cross-region platform as an advantage to locate high-net-worth clients. Start from Singapore to develop high-end wealth management business in Southeast Asia.

  • C. Construct a professional brand image within the TPEx’s international board and in Europe’s US-dollar bond underwriting business, so as to bridge the global issuers’ need to raise funds and Asia-Pacific investors’ need to build positions.

163

  • D. Watch closely how the government’s financial policies and market developments are trending. As soon as new businesses and new financial products are made legal, expand scope of operations and strengthen the breadth of product portfolio. Go for any chance to profit.

  • E. The company plans to acquire a securities firm in Indonesia and enhance operations in Singapore, then take step towards acquiring securities businesses throughout Southeast Asia.

  • F. Anticipate changes in the government's financial policies and market trends; capitalize on deregulation opportunities by introducing suitable services and products.

CDIB Capital Group (formerly CDIB)

1. Major products and markets

While CDIB Capital Group is mainly engaged in private equity and asset management in Taiwan, it also has operating units in the US, Hong Kong and South Korea. In the early 1980s, the Taiwan government introduced the venture capital system from the US to facilitate industrial upgrading, and in 1984 the first venture capital firm was established in Taiwan. However, the effect on industrial upgrading was negligible during the initial stages. It wasn’t until ten years later, after a prolonged period of trial and error, that the island’s venture capital industry started to grow. In 1991, the local tech industry started to take off, with a burgeoning supply of startup companies in the IT, semiconductor, communications and optoelectronics sectors.

Since then, Taiwan has played a pivotal role in the global tech supply chain. The emergence of the tech industry and stable development of the capital market provided the key elements required to drive solid growth of Taiwan’s venture capital industry. Since 2009, venture capital firms have seen improving operations amid stable recovery of the global economy, along with a more favorable industry environment and gradual deregulation of cross-strait investment restrictions. The industry recorded an average EPS of NT$0.88 in 2009 and NT$0.42, in 2010, respectively. However, this figure fell to NT$0.09 in 2011 as a result of weak economy across the globe. However, as affected by the slow global economic growth in recent years, the operating growth and earnings of the venture capital industry has been weak.

2. Future supply-demand dynamics

Year 1995 to 2000 was the golden age of Taiwan’s venture capital industry, during which the number of venture capital firms surged from 34 to 170, with capital expanding from NT$18.7bn to over NT$128bn, up 580%. At that time, a venture capital firm could, on average, generate an annual EPS of about NT$1.7, which means investors were able to recoup their paid-in capital in just six years. In a matter of years, rapid growth propelled the

164

venture capital industry to record-high levels in terms of size of funds, investment value, number of investments and operating performance. The dizzying rate of growth was driven by the rise of Taiwan’s tech industry.

However, since this rapid growth phase, the venture capital industry has weakened significantly as the IT and semiconductor sectors have become mature, while newer industries like biotech and digital content continue early-stage development. Thus, with the exception of a few optoelectronics and communications companies, it has become increasingly difficult for venture capital firms to seek out and engage quality startups, as they could so easily do before 2000. Moreover, financial holding companies and private enterprises have sought a piece of the pie, the result being that an average of just 20 new venture capital firms, with aggregate capital of NT$16.8bn, set up operations in Taiwan every year between 2002-04. This cut-throat competition resulted in the liquidation of a number of venture capital firms, with 2005 being a particularly severe year. In 2006, many venture capital enterprises started to reduce capital, with the reduction value reaching NT$21.0bn, NT$25.0bn and NT$11.0bn in 2010, 2011 and 2012, respectively.

Fortunately, in recent years, market conditions have seen considerable improvement, evidenced by the increasing number of new venture capital companies during 2013-14. This is attributable to global economic recovery, launches of various new tech products and the deregulation of cross-strait financial investment restrictions. According to Taiwan Venture Capital Association, on October 31, 2014, the number of venture capital firms reached 232, and total investment value also increased. In recent years, Taiwan government has become highly proactive in encouraging private capital and resource to inject into industries in order to help sunset industry’s transformation and sunrise industry’s upgrading. A special government fund has been set up to support venture capital firms and a swathe of new startups; In addition to technology and information industries, venture capital will also look to invest in sectors spanning biotech, pharmaceuticals, cloud computing, green energy, culture and creativity and environmental protection. Overall, as benefited from government’s support and new investment theme, venture capital industry is expected to show impressive growth potential over the medium and long term.

3. Operating targets

(1) Pursuing business growth

CDIB is committed to enhance its competitiveness through the development of groundbreaking, innovative venture capital products. With a focus on Asian markets, CDIB aims to expand its addressable market from Taiwan to other countries in Asia, providing clients with cutting-edge financial services with a view to maximizing returns for shareholders.

165

(2) Improving earnings

With cross-strait investment deregulation likely to continue and the global economic rebound on a steady track, market sentiment and investment opportunities are seeing tangible recovery, providing robust growth momentum for the entire venture capital industry.

4. Positives and negatives of future development

(1) Positives

  • A. Healthy financials

Compared to peers, CDIB has much stronger solvency and a higher capital adequacy ratio and per-share book value, indicating superior asset quality and the ability to maintain stable operations.

  • B. Extensive industry experience and broad-based client network

As a venture capital operator, CDIB is committed to nurturing nascent, up-and-coming industries. As such, and with a focus on principal investment, the bank has consistently contributed to industrial upgrading in Taiwan. By building up partnerships both at home and abroad, CDIB is able not just to keep abreast of, but also to capture the business opportunities of the very latest industry trends. In this regard, CDIB provides medium- and long-term financing to clients, who constitute an extensive network that spans almost every industry in Taiwan. The company will continue to fulfill its advisory duties to existing, established clients going forward, while seeking out youthful enterprises that are engaging newer industry trends. CDIB is confident that its long-developed industry analytical know-how and decades of experience in financial planning will hold it in good stead.

C. Increasing global exposure

Under liberalization of the global capital market, CDIB’s strategy is to establish more operating units overseas to engage in principal investment, merger and acquisition. The company will also set out to forge strategic alliances with foreign enterprises and to conduct co-investments in order to broaden its financial service network in the Asia-Pacific region. Based on its regional and global exposure, CDIB aims to serve as a dependable financial partner for all its clients, wherever they may be, with the ultimate goal of playing a key role in transforming CDF into the leading financial institution in the Chinese-speaking world.

166

(2) Negatives

  • A. Focus on corporate banking implies susceptibility to intensifying competition

  • As an industrial bank, CDIB has long been focused on principal investment and corporate banking (e.g. medium- and long-term credit). However, as many financial holding companies in Taiwan have by now established their own venture capital subsidiaries, standalone industrial banks are facing intensified competition from so-called ‘financial department stores’, reflecting financial institutions that integrate different business segments for operational expansion. Lacking the buffer of retail banking, and facing fierce competition in the principal investment market, CDIB’s leading market position and inherent advantages are quite likely to be challenged further down the road.

  • B. Over-reliance on disposal gains as income source; higher fees and recurring investment income needed to balance the profit structure

  • CDIB’s revenue primarily comes from the disposal of principal investments. During the bull cycle of stock market, CDIB is able to deliver robust returns; but in times of global economic weakness the stock market loses momentum, thereby capping disposal gains for CDIB. As its capital continues to expand, CDIB needs to modify its earning structure by reducing its over-reliance on disposal gains in order to provide steady investment returns which fulfill shareholders’ expectation.

(3) Strategies for tackling the challenges ahead

  • A. CDIB will leverage its rich experience in direct investment, accumulated in Taiwan more than five decades, and gradually expand its presence in the Greater China area, as well as other major markets.

  • B. CDIB will introduce the concept of international fund management to develop the fund management business, which is expected to provide stable fee income and help diversify income sources, and hence help balance the profit structure.

  • C. CDIB will expand the scope and depth of customer services to diversify revenue sources.

167

5.4 Employee Profile

5.4.1 Employee profile (population, years of service, age and highest educational attainment) for the last two years and before the printing date of the Report

Year Year 2015 2016 As of
March 31, 2017
(note 1)
Numbers of
Employee
China Development Financial 101 151 169
CDIB Capital (note 2) 224 241 226
KGIS (note 2) 3,364 4,134 4,040
KGIB (note 2) 2,193 2,443 2,448
Total 5,882 6,969 6,883
Average Age (note 2) 41.41 41.60 41.84
Average Years of Service (note 2) 8.49 8.69 8.87
Education
(note 2)
Ph.D. 0.3% 0.2% 0.2%
Master 19.5% 21.2% 21.4%
Bachelor’s Degree 69.6% 67% 66.9%
Senior High School (& below) 10.6% 11.6% 11.5%
Certification
and
Qualification
CFA 12 9 8
CPA(domestic) 34 35 35
CPA(overseas) 5 5 6
CISA 2 2 1
FRM 30 26 26
IPMA Level D 1 1 1
Attorney at law, R.O.C. 12 13 13
Attorney at law, USA 5 4 4
Attorney at law, Australia 1 1 1
Internal auditor 11 12 14
Certified Financial Services Auditor 3 2 2

168

Year 2015 2016 As of
March 31, 2017
(note 1)
Certification
and
Qualification
Certified Public Bookkeeper (for
Specialized Professionals and
Technicians)
2 2 2
Proficiency test for foreign exchange
transaction
78 75 75
Proficiency test for corporate basic
internalcontrol
66 61 60
Investment trust and consulting laws
exam
1,077 1,148 1,133
Investment trust and consulting
specialistexam
1,100 1,056 1,040
Proficiency test for Stock Affairs
Specialist
91 89 87
Proficiency test for junior foreign
exchange personnel
465 481 485
Proficiency test for junior credit
personnel
688 726 732
Proficiency test for advanced credit
personnel
48 49 48
Proficiency test for financial risk
management
10 9 9
Proficiency test for credit collateral
valuation
12 13 13
Financial knowledge and professional
ethics exam
2,167 2,122 2,037
Trust laws exam 160 154 148
Trust personnel exam 3,233 3,201 3,152
Certified Project Management
Professional
3 3 3
Proficiency test for Certified Financial
Planner
787 764 757
Bill Finance Specialist exam 53 54 62
Futures Commission Merchant
Specialistexam
2,917 2,789 2,714
Futures Brokerage Merchant Specialist
exam
5 5 6
Futures Trading Analyst exam 29 26 24
Futures Fund Specialist exam 1,529 1,429 1,392
Structured Instrument Specialist exam 592 707 696
Proficiency test for Bond Specialist 60 66 65
Proficiency test for basic asset
securitization
27 29 28

169

Year 2015 2016 As of
March 31, 2017
(note 1)
Certification
and
Qualification
Bank internal control and internal audit
exam
1,788 1,947 1,953
Securities Margin Trading Specialist
exam
777 744 735
Securities Investment Analyst exam 76 73 68
Senior Securities Specialist exam 2,543 2,416 2,352
Securities Specialist exam 2,407 2,285 2,212
Certified Financial Planner (CFP) 12 14 14
Life insurance representative 3,231 3,152 3,098
Life insurance representative exam for
sale of foreign currency non-investment
linkedinsurance policies
1,832 1,820 1,780
Property insurance representative 2,569 2,544 2,494
Investment-linked policy representative 2,100 2,049 2,004
General exam for investment-linked
insuranceandfinancialsystem
274 278 270
Securities exchange regulations and
practices exam
235 265 266
Proficiency test for debt collector 403 405 406
Securities practitioner exam (SAC) 8 8 7
Securities lending specialist exam 237 224 221
Professional in Business Analysis 0 1 1
CFSSME 17 17 18
Elementary ERP planner 1 1 1
Advanced calculation method on Capital
adequacyratio ofsecuritiesfirms exam

6
5 5
Property insurance broker 1 3 3
Life insurance broker 3 5 5
CAIA 1 1 1
MFP 1 2 2
Grade b special exam for finance
specialist
1 1 1

170

Year Year 2015 2016 As of
March 31, 2017
(note 1)
Certification
and
Qualification
Life insurance agent 1 1 1
Chartered Life Underwriters 0 1 1
Claim adjuster for life insurance 0 1 1
Junior professional and technical
examinationsfor realtors
0 0 2
Real estate appraiser 1 1 1
Assistant real estate broker 5 8 8
Proficiency test for deposit business 190 186 184
Basic Test of the FinTech Knowledge 0 7 6
Financial derivatives specialist exam 0 9 17
Proficiency test for risk management 2 3 3
International Trade Specialist 1 1 1
Accounting grade c subject test 14 15 16
Licensing examination for securities
Futures Intermediaries(Asset
Management)
1 1 1
Licensing examination for securities
Futures Intermediaries(Corporate
Finance)
1 1 1
Licensing examination for securities
Futures Intermediaries(Securities)
2 2 2
Total 34,056
(note 3)
33,665 33,041

Note 1: Should fill the annual report as of the date of publication

Note 2: the shown figure of year 2016 include employees of all subsidiaries, but the 2015 figure is not adjusted Note 3: the shown figure is different from last year annual report due to the adjustment on some licenses stated

171

5.4.2 Education and Training for Employees in 2015

Talent is the most important asset of a company and the key to a company’s success. CDF values the development of its employees and the Human Resources Department is dedicated to provide the best educational training resources and environments to its employees.

In 2016, the total number of participation of CDF and its subsidiaries in domestic and overseas training sessions (both physical and online) was 86,771 and the total training hours reached 216,610. On average, each employee participated in 13 training sessions and received 33 hours of training. The questionnaires that employees filled in after the training sessions showed that they were very satisfied with the training sessions, learning environment, and the online platform.

CDF offers a wide variety of training sessions for its employees. For newly-recruited employees, CDF offers courses on the corporate structure, management team, legal compliance, and money laundering prevention, risk management, code of conduct, and labor safety and health. CDF also provides employees with internal and external training sessions according to the needs of their jobs and relevant laws and regulations. In addition, CDF often promotes the latest laws and regulations inside the company to keep employee updated.

In terms of learning and development, CDF does not only provide an enriched selection of online courses, but also organize professional workshops that conform to global banking trends to give employees up-to-date knowledge on the latest compliance requirements. In addition, CDF offers other courses to facilitate employees' personal growth, giving them the robust know-how and skills needed to overcome the changing financial environment. Following the acquisition of KGI Bank, "KGI e-Learning" and "CD Banking Academy" have been used by employees to exchange knowledge and experience. In the future, the Company will continue to devote training resources to help employees develop competitiveness not only for themselves, but for the Company as well.

5.5 Corporate Social Responsibility and Code of Conduct

Under the corporate principal of "Helping others to create value", the Company continued to focus on underprivileged field, such as education, charity and arts &humanities in recent years. Through the charity policy of its subsidiaries and their charity Foundations, not only achieve its commitment to corporate social feedback but also shaping the Company's benchmark corporate image among financial industry. As a corporate citizen, except engrossing in the industry and creating the greatest benefits for shareholders, the Company will continue to devote itself to charity and contribute to society!

The implementation of corporate social responsibility of the Company and its subsidiaries as follows:

172

5.5.1 China Development Financial Holdings

1. Sponsoring Social Enterprise Hub to provide substantive assistance to social enterprises

In order to fulfill its corporate social responsibility, CDF participated in a long-term partnership program of the Social Enterprise Hub in January 2016, pledging to help organize regular events and facilitate digitization of events over the next two-and-half years. CDF has built a social enterprise incubation office, where it provides business startup consultation and other professional advice on a case-by-case basis, using its core strength in venture capital and private placement. CDF also intends to arrange a variety of business startup seminars to meet the needs of new social entrepreneurs.

With contribution from CDF, the incubation office of the Social Enterprise Hub is an open space designed to receive potential social entrepreneurs. CDF has been a proactive participant and contributor of the many events organized by the Social Enterprise Hub. Specifically, CDF attended seminars alongside social entrepreneurs at the Hub to understand the everyday challenges they face. At those seminars, CDF shared its experiences in the venture capital, commercial bank and securities businesses to help entrepreneurs figure out their own financial solutions. Going forward, CDF will arrange more forums and campaigns to inspire people to participate in social enterprises.

The linkage between CDF and social enterprises can be explained in three levels. First, with over 50 years of experience in capital investment, CDF can provide these new, passionate and innovative social entrepreneurs with the most detailed and professional information based on its solid experience in capital investment and credit access, consequently helping social entrepreneurs find the most viable business models.

Second, CDF knows the importance of innovation. The predecessor of CDF was an investment institution dedicated to economic development under the collective support of the World Bank, government and private sector in the 1950s. While CDF is not really an emerging business, it understands that financial services must evolve with society. In fact, the global financial industry has undergone major changes at an unprecedented pace over the last decade.

Privatization and business transformation processes have taught CDF a lot about innovation. Social entrepreneurs seek to resolve social problems with sustainable business models. Given the unconventional ways of identifying social problems and finding solutions, the idea of social enterprise is an innovation, compared to the public sector and NGOs. As such, CDF speaks the same language of innovation as social enterprises and should be able to offer substantive assistance to entrepreneurs at the Social Enterprise Hub.

Finally, CDF and social enterprises share the same commitment to build a better society. Social enterprises and ordinary enterprises are basically the same in the sense that both need to maintain commercial viability to ensure sustainable operation. The only difference

173

is that a social enterprise is more focused on resolving a specific social problem while an ordinary enterprise is more profit driven. The existence of social and ordinary enterprises is based on the need to address issues in people’s daily lives. Failure to create value for society will lead to elimination of the enterprise.

CDF is specialized in supporting enterprises that can create value for society, allowing for prosperity and fulfillment of potential. A social enterprise is committed to directly addressing a specific social problem. By investing in or granting credit to a social enterprise, CDF is also contributing to society.

2. CDF Lectures under the MBA program of National Taiwan University

CDF has organized the CDF Lectures in collaboration with the faculty of NTU MBA program since 2013. The program is designed to strengthen the Company’s ties with academia, fulfill its corporate social responsibility and provide proper training to students. CDF believes the program is meaningful for both the Company and NTU as it gives students the opportunity to become familiarized with the financial market, help equip students with the knowledge they need to succeed in their future careers and bridging the gap between schools and the industry. Over the last four years, over 500 academically outstanding NTU students have enrolled in or audited CDF lectures. After a full semester of participation, many students have felt more confident about pursuing a career in the financial industry.

At the lectures, CDF shares its half-century of experience in venture capital and private equity. Coupled with the expertise in the securities and banking businesses, the CDF Lecture has been recognized as a highly specialized course and has been well received by students.

The content of the CDF Lecture also evolves with the operations of CDF. In 2016, the theme of the lectures was venture capital and financial practices. However, CDF added a little twist to the course by talking about investment in the startup, biotech and culture industries, as well as investment and acquisition of medium-sized enterprise. CDIB Vice Chairman, David Chen, has served as a lecturer for four straight years. With years of experience in global investment and lecturing, he knows how to engage students, and spares no effort answering the students’ questions. CDF also has arranged many other prominent figures to be lecturers. Among them are Mr. Daw-yi Hsu, Chairman of KGI Securities, who talked about how the global capital market works, Mr. Shao-liang Liu, Chairman of CDIB Venture Capital, who shed light on the opportunities and challenges facing the venture capital business in Taiwan, and Mr. Kuo-jie Chou, Senior Executive Vice President of CDIB Venture Capital, who spoke about financial technology (FinTech) innovation and new business patterns.

In 2015, CDF introduced the mentor system to the lecture. Under the system, experienced and competent CDF employees are assigned to lead group discussions and help students

174

identify promising industries based on ongoing global economic development. A mock conference simulating the daily operation of CDF is also arranged for students to develop a better understanding of the financial industry. NTU professor Wen-hua Chen, who helps run the lecture, appreciated the efforts of CDF and said this kind of practicum class is essential for students to accumulate hands-on experience.

CDF believes that human talent is one of the most precious resources in society, and only investment in education can create the highest yield. Contributing to the training and education of young people has been an integral part of CDF’s efforts to maintain a connection with society, in addition to the provision of financial services. The CDF Lecture embodies CDF’s commitment to education. As a leading investment institution, CDF understands that local investment in education is the best way to give back to society.

3. DBA Financial Seminar at Soochow University

The DBA Financial Seminar has been organized by the Department of Business Administration of Soochow University since 2015. The seminar covers a variety of current issues in the finance and business administration disciplines, with the aim of facilitating exchanges between the industry, government, and academia, ultimately applying research and study results to better serve society. CDF recognizes the importance of exchanges and has been contributing to the seminars, hoping to stimulate discussion about current financial issues.

In 2016, the seminar focused on current events and topics chosen for discussion included:

  1. Regulatory Sandbox, a Cure or a Placebo? Adapting to the FinTech Revolution;

  2. Demise of Regional Economic Integration? New Order of the post-Brexit Global Trade System;

  3. Digital Streaming Creates Media Uber? Replacement of Cable TV by OTT Online TV;

  4. Mobile Payment and Digital Currency: Part of FinTech Revolution? Leading the Trend or Following Behind?

  5. When Big Data Clashes with Private Information: Digital Innovation Comes with a Cost

The seminar is presided over by Mr. Sean Chen, former executive premier and current professor at Soochow University. As many as four guest speakers from industry, government or academia are invited to address a specific topic. The event is open to university students and faculty, as well as the general public. The media is also invited to co-host the event, in order to gain more exposure.

175

4. KGI Financial Forum at the Department of Money and Banking of National Chengchi University (NCCU)

To cultivate professional financial talents, KGI Securities and KGI Bank cooperated with the Department of Money and Banking of NCCU to offer practical courses of transactions and trading of financial products during the 2016 academic year. Out of over a hundred candidates who expressed interest, we selected seventy applicants, including undergraduate seniors and post-graduate students from either the Department of Money and Banking or the Department of Finance. The courses concluded successfully in early January 2017 after one semester of informative lectures, hands-on training and in-depth exchanges of ideas. Overall, attendees found the course highly rewarding and gave positive feedback!

More than ten high-ranking executives of CDF group gave lectures during the course, including Mr. Ding Shaw-Tzeng, KGI Securities’ senior advisor; Mr. Patrick Lin, Managing Director at the bond department of KGI Securities (Hong Kong); Mr. Lin Chih-Hong, Chief Operating Officer of KGI Securities (Thailand); and Mr. Huang Shin-Chang, Senior Executive Vice-President of KGI Bank’s Department of Global Markets. The 39-hour course consisted of 13 classes, a mid-term and a final exam. The content of the course covered the design/issuance/marketing/trading of financial products, arbitrage, hedging and operations of international investment banks, as well as market observation. These are all areas of expertise that financial-department graduates are likely to encounter when looking for a job. The course was conducted in a highly flexible way, seeking to seamlessly connect academic knowledge and real-life practice. The goal was to give the students a highly educative experience.

KGI Financial Forum also offered winter-break and in-semester internship opportunities in the 2016 academic year to those interested in spending time at KGI Securities’ bond and derivatives departments or the Department of Global Markets of KGI Bank, to test out the theories learned in class. First-hand experience on the front line of the financial market helps interns adapt quicker and better to the work environment, and those who do well may even stay on as MAs of KGI Bank or KGI Securities. There were also in-semester visits to KGI Bank and KGI Securities, aimed at helping participants to develop a better understanding of how banks and brokerages operate. This will help students expand their professional horizons and rapidly prepare for a career. The partnership of KGI Bank and KGI Securities with NCCU’s Department of Money and Banking, the first of what is hopefully many to come, was meant to enhance communication between the campus and the industry, and foster exchanges between executives with rich experience and students with great potential. This is a great step forward for the education of financial and managerial professionals.

176

5. Participation in the Financial Lectures organized by Taiwan Financial Services Roundtable (TFSR)

To support the Financial Literacy Program launched by the Financial Supervisory Commission, Taiwan Financial Services Roundtable (TFSR) has been organizing a series of practical courses on financial topics since 2013 in collaboration with education institutions in Taiwan such as National Taiwan University and National Chengchi University. The Financial Lectures aim to incorporate financial literacy into the general education programs offered by financial departments in colleges and universities and bring the industry and the campus closer and foster financial professionals.

CDF has been actively supporting the Financial Literacy Program and has been invited by the TFSR many times to send high-level executives to serve as speakers at the lectures, including KGI Bank Chairman Mark Wei and KGI Futures Chairman Falcon Mi. In 2016, the lectures from CDF has visited 7 universities and shared their extensive knowledge and practical financial industry experience with students. The Program enables students to combine financial theory learned at school with the actual industry practice. By participating in the Financial Literacy Program, CDF has felt honored to be able to contribute to the cultivation of financial talent in Taiwan and help advance the spread of financial industry knowledge.

6. Participation in the Financial Literacy for Youth program organized by the Financial Supervisory Commission

The Financial Supervisory Commission launched the Financial Literacy for Youth program in 2015 with the aim of helping equip college students from economically disadvantaged families with better qualifications for stable jobs in the financial sector. The program was prompted by cases of college students who are unable to properly focus on their studies either because they have to work part-time to share family financial responsibilities, or because they cannot afford the fees for financial license-related courses and exams in the first place. Ultimately, the goal of the program is to assist economically disadvantaged young people with starting a career, as a means of relieving the financial distress of families in the community.

CDF has actively participated in the program, with KGI Bank Chairman Mark Wei lecturing at several colleges around Taiwan. The lecturers from CDF have shared their extensive knowledge and practical experience of the industry with students to contribute to the cultivation of the country’s financial talent and to open a window on the financial sector for economically disadvantaged young people.

The Financial Literacy for Youth program is intended not only to cultivate talent but also to help participating students with living expense allowances and subsidies for exam registration fees during the course. Additionally, the FSC plans to require financial associations and holding companies to offer jobs to students in the program and to jointly

177

provide job-matching services. KGI Bank and KGI Securities, both subsidiaries of CDF, will also join the job-matching service to recruit more talent among young people with economic disadvantages.

7. Establishing the Financial Elite Program at National Chengchi University (NCCU)

In February 2013, KGI Bank Chairman Mark Wei founded the Financial Elite Program at NCCU, a series of financial lectures in English, given on Saturdays, in collaboration with the College of Commerce and Department of Finance of NCCU. Supported by Dean Kwei Tang of the College of Commerce of NCCU, the program aims to cultivate future financial professionals in Taiwan and shape their international perspectives.

Tapping into his personal networks established over the years in the industry, Mr. Mark Wei has invited scholars of international relations and high-level managers in the financial services industry to present expertise on their professional fields in the program, including Vice Chairman of KGI Bank Eddie Wang, President of KGI Securities Albert Ding, Regional Head of Risk Management of KGI Securities Steve Wang, President of HSBC Bank (Taiwan) John Li, Senior Vice President and Head of Global Financial Institutions—Greater China for Wells Fargo Bank Dr. Hwa-Ping Chang, (then) Chief Investment Officer of Sunshine Insurance Group Xian-Wei Chen, and Associate Professor Dr. Kwei-Bo Huang of the Department of Diplomacy at NCCU. The lectures have helped broaden the international financial knowledge of the students (junior and senior students and master’s students of NCCU) en route to professional careers, as well as increase their familiarity with the inner workings of the financial industry.

The Financial Elite Program, which has run for four years, has been held to wide acclaim among lecturers and students. Participants in the program include not only students from NCCU University but also interns of KGI Bank from Fu Jen Catholic University, the College of Management of National Chiao Tung University, the Department of Finance of National Dong Hwa University, Shih Hsin University, Chang Gung University, National Taipei University and Chung Hua University. In the past four years, the lectures of the Financial Elite Program have invited more than 240 students to participate, making it a remarkable success.

8. Participation in the Social Services Program of the College of Law, National Chengchi University

The Social Services Program of the College of Law, National Chengchi University (NCCU) offers a series of elective courses with credit, with an aim to integrate legal services with professional social services in the frontline. Since 2012, CDF has been part of the program as a collaborating partner and recommended honorary mentors to help students draft their service proposals, correct students’ assignments, arrange site visits, and advise students on career planning. Mentors and students under the program can take part in social service events held by CDF in the future.

178

9. Participation in the Cross-Strait (Asia-Pacific) Enterprise M&A Mooting Competition, National Chengchi University (NCCU)

The Cross-Strait (Asia-Pacific) Enterprise M&A Mooting Competition is jointly organized by the College of Law and College of Commerce of NCCU. The competition originally was an extension activity of the course “Cases on Mergers and Acquisitions,” where students from the Department of Law, Accounting, and Business Administration of NCCU formed groups and went through a simulated M&A deal in a mooting competition at the end of each semester. The latest competition took place in March 2016 in Taipei with 12 universities from the Asia-Pacific region participating: Peking University, Tsinghua University, Renmin University of China, Shanghai Jiao Tong University, Xiamen University, and Nanjing University in China; National Taiwan University, National Chengchi University, and National Taipei University in Taiwan; the University of Hong Kong in Hong Kong; and the National University of Singapore and the Singapore Management University in Singapore.

CDF executives have been the instructors as well as judges since the second competition in 2012, sharing their experiences of negotiation and execution from real M&A cases. Along with the enthusiasm and hard work of all the students that have taken part, the competition has come to represent a fun, challenging, and learning experience much cherished by all involved.

10. Summer School of National Chengchi University

NCCU’s Summer School is the first in Taiwan that encourages students from different universities to study at NCCU during the summer vacation, with the aim of fostering a campus culture of interschool study and uninterrupted learning as part of the overall goal of excellent teaching. In July 2016, NCCU held an M&A research camp at its Summer School, for which CDF arranged a two-week educational visit to CDF for postgraduate students of commercial law from Nanjing University and Xiamen University, China.

11. Tainan Earthquake Donation goes to Fund for Home Reconstruction and Child Education

A devastating earthquake hit Tainan in February 2016, resulting in huge casualties plus many wounded. CDF immediately announced a donation of NT$10mn.

Donation arrangements according to the actual needs of the victims, NT$6mn was deposited into a charity account specifically set up by the Bureau of Social Affairs of Tainan City Government and would be solely used to rebound homes. The remaining NT$4mn was put in a trust account set up by KGI Bank as an education fund for five children orphaned by the tremor.

179

5.5.2 CDIB Capital Group (formerly CDIB) & CDIB Education and Cultural Affairs Foundation

Believing education is the most valuable investment, CDF’s social welfare activities have centered on the theme of “care for the next generation, invest in children’s future.” In 2016, CDF subsidiaries continued to donate money to the China Development Industrial Bank Education and Cultural Affairs Foundation (“the Foundation”), to support and cultivate programs related to culture, art education, and social welfare.

The Foundation’s social welfare programs in 2016 included “Heritage 100 & Tutelage 100,” “Perfect Nutrition,” “Lunch Date,” “Our Class Has Got Talent”, and financial assistance for student victims of the explosion of colored powder at Formosa Fun Coast in New Taipei City, in addition to charity sales activities for social welfare institutions and support for art and cultural talents. In those programs, CDF not only contributed substantial resources, but also encouraged employees to participate voluntarily, making social welfare part of their work life as corporate citizens.

Major Charity Events in 2016

1. Donations to schools damaged by Typhoon Nepartak

The Foundation donated NT$3mn to the Bureau of Education of Taitung to help more than eighty local schools replace equipment damaged by Typhoon Nepartak in July 2016, so that students may return to schools and receive a proper education.

2. Caring for Children — “Our Class Has Got Talent” Program

The “Our Class Has Got Talent” program sets out to counter the idea that academic achievement is the only worthwhile pursuit for children by encouraging children of low academic achievement to develop other inherent competitive advantages. The program provides scholarships for economically disadvantaged children in the hope that they will gain confidence in their learning abilities while also nurturing cultural and creative talent. In 2016, scholarships were granted to 1 individual or group in the art category, 2 in dancing and 3 in sports, with each winner receiving NT$100,000 to NT$200,000.

3. Scholarship and grant scheme — “Heritage 100 & Tutelage 100”

To help bridge the education gap between urban and rural areas in Taiwan, the CDIB Education and Cultural Affairs Foundation established the “Heritage 100 & Tutelage 100” scholarship and grant scheme in 2007. The program utilizes an annual budget of NT$5 million to provide 100 scholarships to economically disadvantaged college students with outstanding potential. In addition to supporting their studies and relieving economic pressure, the foundation also encourages recipients to work as volunteers for 100 hours as tutors to underprivileged children. As the volunteer tutors are disadvantaged students themselves, they can serve as positive role models to children from low income families,

180

giving them much-needed attention and understanding of their school life and life in general.

4. School Lunch Subsidization Program —“Perfect Nutrition”

Since 2006, the CDIB Education and Cultural Affairs Foundation have provided subsidies for disadvantaged schools in remote areas to augment their school lunch programs. The program works to ensure that children receive proper nutrition and enable schools to provide breakfast and afternoon snacks or add more dishes to lunch meals. The program has been lauded by local governments and schools since it was launched. In 2016, the program supported 209 elementary and junior high schools in nine cities or counties, including Taitung, Yunlin, Chiayi, Pingtung, Taoyuan, Changhua, Nantou, Yilan and Kaohsiung, with subsidies amounting to NT$5.93mn.

5. “Lunch Dates”

Caring about the lunch problem of remote school children and expanding employees’ participation on social welfare activity, CDF employees go to visit remote schools for one day to share meals that they prepared with the children there. Most of these employees are not professional cooks, but they manage to deliver delicious dishes based on their own recipes, making it a lunch to remember for school faculty and students.

6. Supporting Cultural Talent

In 2016, the Foundation sponsored the National Theater & Concert Hall’s charity program, the Kuandu Arts Festival of Taipei National University of Arts, Lanyang International Double Bass Summer Camp Concert and Sizhukong Jazz Band as its mission to cultivate arts talent and support to the domestic arts and cultural groups.

7. “Good Food, Kind Heart” project

Catholic Hua-Kuang Center for the Development of the Disabled, based in Guanxi, Hsinchu and Qizhi Vocational Training Center in Taoyuan, cares for physically and mentally challenged students. Both centers teach these students how to fend for themselves in the world, for example by teaching them how to make pastries and steamed buns with ingredients grown at the sheltered workshop, with the finished products both consumed by themselves and sold to the general public. It is hoped that this initiative can provide students with jobs and learning opportunities. In 2016, the Foundation continued the “Good Food, Kind Heart” program with 299 CDF employees order pastry sets, raising a total of NT$500,000 to support the two institutions.

181

8. Financial assistance for student victims of the colored powder explosion at Formosa Fun Coast, New Taipei City

The colored powder explosion at Formosa Fun Coast, New Taipei City, in June 2015, caused more than 10 deaths and more than 400 people burn injuries of all levels. To provide assistance to the young people severely injured in the accident, CDIB Capital Group donated NT$24mn to the Foundation, earmarked for paying in full the tuition fees of those most economically disadvantaged. In 2016, the foundation provided financial aid to six postgraduate students, 171 university/college students, and six high school students, with total subsidies of NT$6,311,408.

Under the guidelines that were drafted for providing financial assistance to the student victims of the explosion, the Foundation will pay tuition fees through college graduation, regardless of the schools attended, as long as being verified as disadvantaged family. Thus, the program is a long-term plan, persistent and timely support will be given even after the students victims return to school in order to make sure both the students and their families can go through the difficult time.

182

5.5.3 KGI Bank

1. Establish public trust to provide friendly financial services

As an avid supporter of charity organizations through offering its expertise in financial services, KGI Bank has served as a trustee bank overseeing multiple social and charitable causes, beginning with the Spinal Cord Injury Foundation at end-2015, and followed by the Ama-Museum Women’s Charitable Trust, the Firefly Social Trust, the Dentway Dental Group Higher Education Fund, and the Dai Ying-Xiang Non-Life Insurance Education Fund in 2016. The backing of the trust enables charity groups to focus on advancing help where needed, while the trustee bank executes public donations to charity campaigns in accordance with the trust agreement. In affirming its supportive stance for charities, KGI Bank will continue to bring convenience with its provision of financial services, and it aims to help ease the burden of charity organizations in managing financial affairs.

2. KGI Bank as trustee of the first revolving-fund charitable trust in Taiwan

In late 2015, the Executive Yuan urged the private sector to establish the country’s first revolving-fund charitable trust. Under a charitable trust, a revolving fund offers small amounts of funds to charitable organizations during the early stages. Being the trustee of the first revolving-fund charitable trust in Taiwan, KGI Bank highlights its pioneering position in providing well-rounded financial services and support for charitable causes.

3. Charity Merchandise as Birthday Gifts for Employees

For years, KGI Bank has prepared gifts for employee birthdays sourced from charitable organizations, to support good causes. These include the Fushan Farm and its organic food products, which help the region’s aboriginal youth to access higher education; and dessert gift boxes from Kanner Foundation to raise awareness about autism issues such as the schooling, hiring and career planning of autistic children and adults. In 2016, KGI Bank made a call to action to support disabilities, ordering hand-made soaps and towel dolls produced by members of the Faith Hope & Love Center for Children and Adults with Disabilities. Meanwhile, KGI Bank has included the local social enterprise ‘ökogreen’ and its fair-trade-certified farming products in its catalogue of recommended merchandise for Chinese New Year gifts, to show support for sustainability.

4. Helping to Propel Social Enterprises; KGI Bank’s Role as Partner at the 2016 World Fair Trade Day

To advocate the development of social enterprises, KGI Bank participated in organizing the 8th Annual World Fair Trade Day as a partner with the Taipei City Government and Fairtrade Taiwan, where it advocated the cause and helped registered social enterprise exhibitors at the event stay abreast of the latest tools and trends in fintech. KGI Bank also introduced an mPOS (Mobile Point of Sales) merchant acquiring service, known for its convenience and effectiveness in facilitating financial transactions. To further boost their

183

exposure, KGI Bank privately recommends quality products from these social enterprise suppliers through internal corporate promotion channels with special group offers, and promotes them to the general public through special credit card offers, which are examples of real action to help increase revenue and secure the longevity of social enterprises.

5. “KGI Volunteer Day” – Calling All Employees to Get Involved in Elderly Outreach

In October 2013, in association with the United Way of Taiwan, KGI Bank has launched the “KGI Volunteer Day” initiative, an employee volunteer service dedicated to serving elderly residents across care facilities in Taipei, Taichung, or Kaohsiung. Employees are encouraged to plan one visit every month to the facilities to keep the lonely seniors company. In return, KGI Bank rewards the commitment by granting compensatory leave to the volunteers. Today, more than six hundred employees have signed up to take part in this program.

6. Following in CDIB Education and Cultural Affairs Foundation’s Footsteps in Visiting Remote Schools; Advocating Finance Education at Collegiate Level

By leveraging the group’s resources, KGI Bank is committed to the long-term assistance of the less fortunate in society. To show concern for school children with limited access, colleagues of KGI Bank took part in a “Lunch Dates” project organized by the CDIB Education and Cultural Affairs Foundation last year. The two teams visited the campuses of Meifeng Elementary School in Dacheng Township, Zhanghua, and Huanan Elementary School in Gukeng Township, Yunlin, respectively, where they personally prepared and served lunch to a total of 240 kids. To further the students’ finance education, namely through the the Foundation’s “Heritage 100 & Tutelage 100” scholarship and grant program, KGI Bank has hosted lectures with KGI Bank’s own experts as guest speakers for an audience of 100 college students, on topics such as the latest trends in fintech or the basics of money management. These lectures aim to prepare these young adults for the future with financial literacy and help them stay up-to-date in the era of fintech.

7. Line app Stickers Created by Youth from “Our Class Has Got Talent” Program Tallied over 130 Million Forwarding

KGI Bank provides a digital platform with resources for talented students to present their outstanding artwork to the public. It has a collaborated for a long time with the CDIB Education and Cultural Affairs Foundation in funding the program “Our Class Has Got Talent,” which works with students to help them discover their own unique qualities in a non-academic setting. For the second year in a row, the Bank’s Chinese New Year’s edition of Line app stickers was jointly curated by a group of 7th-graders from the Fine Arts Program at Sanmin Junior High School, Kaohsiung, who were part of the Our Class program. Their popular stickers have tallied 4.5 million downloads and 130 million forwarding.

184

5.5.4 KGI Charity Foundation

KGI Securities, a subsidiary of CDF, has long been reaching out to the disadvantaged members of society through the institution of various charitable programs. For underprivileged children in particular, these programs include the subsidization of schooling fees, free breakfasts, and donations of books and bicycles. KGI Securities’ philosophy of giving back to society inspired the company to establish the KGI Charity Foundation in 2012, which devotes itself to charity with the aim of maximizing the value for its clients, shareholders, and employees.

1. Elementary school student assistance program — “Love, starting from Elementary School”

The Foundation established the “Love, starting from Elementary School” scholarship program for kids in 2012. By providing financial assistance for elementary school students from disadvantaged families, the Foundation aims to safeguard these students’ right to receive a good education and in doing so assists underprivileged families in need of support and resources.

As assistance to financially disadvantaged families is a long-term commitment, the Foundation continued the Love project through 2016. Over the past five years, financial assistance has been offered to over 300 children, while more than 100 families with financial difficulties have received subsidies for educational purposes. The Foundation also visited these families at the end of 2015 to present them with an allowance for the Chinese New Year holidays. The Foundation will continue its efforts to help underprivileged students complete their studies so that they can be in a better position to realize their full potential as adults.

2. “Love from an Early Start” program

The KGI Charity Foundation launched the “Love from an Early Start” program in 2015, with the aim of providing nutritious breakfasts to disadvantaged children in Taitung County. The program is intended to ensure the children are well fed early in the morning and thus fully energized for a new day at school. The program provided free breakfasts for nearly 1,000 children from 26 schools over two years.

3. “Let Love Flower” – Remote care for disadvantaged students

In 2016, for economically disadvantaged families, as well as those living in areas with a serious shortage of learning resources (according to the financial rating of the central government), KGI Charity Foundation provided after school programs, life care, nutritional supplementations, multiple learning and other related donations. We strive to help these disadvantaged children to continue going to school and not to be adversely affected by economic difficulties.

185

4. Employee participation – Bread of Love & Gift Box of Love

“Bread of Love”

KGI Security employees order baking products from two shelter workshops to help the students have more learning opportunities. In 2016, the total number of subscriptions was over 900. It is hoped that this initiative can help students with disabilities to live independently and have more job opportunities.

“Gift Box of Love”

At the end of 2016, KGI employees made gift boxes to express their care for remote-area students. Nearly 300 gift boxes were sent to schools in Chiayi County for Christmas, so that rural children could participate in the festive atmosphere.

5. “Love without Borders”

KGI Securities (Hong Kong)

As a subsidiary of KGI Securities, KGI Hong Kong has long been committed to corporate social responsibility and is actively involved in helping underprivileged families and encouraging environmentally friendly behavior. Since 2007, it has received the award of Caring Company Logo from The Hong Kong Council of Social Services in recognition for its efforts to give back to the community and care for its employees and the environment. In 2016, KGI Hong Kong continued to support charitable initiatives by promoting energy-saving campaigns like “Earth Hour” and “No Air Conditioner Night”, organizing a birthday party for the elderly, taking disadvantaged children on educational field trips, and donating school supplies to children in need. It also made employee wellness a priority, arranging several health seminars for health-conscious staff and sponsoring charity runs for their participation.

KGI Securities (Thailand)

For corporate social responsibility (CSR), KGI Securities (Thailand) continued to provide education opportunities to young people in 2016. KGI aims to support the education of students, and has launched many projects every year. For example, KGI has contributed money to construct a library in a remote area. In addition, KGI has granted scholarships to undergraduate students throughout their studies. Last year, KGI focused on students’ transportation difficulties in remote areas. KGI launched the project “Make Dreams Come True and Give Bicycles to Students II” in September and November 2016. One thousand bicycles were donated to students between 8-15 years old who had difficulties finding transportation to school. KGI aims for this project to help the students have less difficulties getting to school, and therefore concentrate on their studies more. In 2016, 1,000 bicycles were donated to 71 schools in 8 provinces.

186

5.6 Non-executive employees, annual employee welfare costs and the difference from the previous year

In 2016, the total numbers of non-executive employees is: 5,986; average annual employee welfare cost for 2016 is: NT$13.70 million, down 0.24% YoY

5.7 Information Technology Facilities

Under CDF’s IT deployment strategy, the group’s subsidiaries (KGI Securities, KGI Bank and CDIB Capital) operate their own IT centers on independent divisional frameworks.

5.7.1 Software and hardware configurations and maintenance

Overview of operating information systems:

1. KGI Bank

  • - The IT infrastructure mainly comprises of (1) operation supporting systems including bookkeeping, deposit, loan, transfer, foreign exchange, trust, credit card, Flexible Card, and wealth management and operation flow management businesses; And (2) management systems including risk management, customer service, and data warehousing.

2. KGI Securities

  • - The IT infrastructure mainly comprises of (1) trading systems for securities/futures/options brokerage, proprietary securities/futures trading, domestic treasury, fixed asset, brokerage registry and transfer systems; (2) operation systems for derivative products, electronic transactions, and foreign bonds; and (3) business supporting systems for offshore securities unit (OSU), wealth management, sub-brokerage, risk management, accounting, human resources, data warehouse, performance management and office automation operations

3. CDIB Capital

  • - The IT infrastructure mainly comprises of (1) operating systems of investment and investment process management; and (2) business supporting systems of accounting and office automation

Maintenance policy:

  • - Systems that are responsible for core business activities are self-maintained; systems of supporting nature are maintained by contractors.

  • - For new services, systems will be developed either by the company or by a service provider, depending on the requirements, and taken over by the user once completed.

  • - All related hardware, software, network and data security equipment are serviced by professional service providers.

187

5.7.2 Future development or procurement plans

IT development and installation projects in 2017 in consideration of corporate outlook and regulatory compliance.

1. CDF

  • - CDF Data Warehousing System Project

  • - CDF CRM Project

2. KGIB

  • Data Center Consolidation Project

  • - New Core Banking System

  • - Data Warehouse System

  • Front Office Treasury System Migration Project

  • - Treasury Pricing Engine Project

  • IFRS9 Credit Assets Valuation System

  • - eDDA (Electronic Direct Debit Authorization) & eACH (Enhanced Automated Clearing House) System

  • - Mortgage Reviewing Project

  • Collateral Project

  • Decision-Making Platform for Consumer Banking

  • - Digital Lending Project

  • Credit Reviewing Program

  • Customer Service System

  • New Wealth Management System

  • Insurance Brokerage System

  • Fund, Bond & ETF System

  • Host Card Emulation Credit Card

  • - Wealth Management Domestic Payment Flow

  • Online Application Process Platform

  • Bill Payment Service

  • Campaign Management System Project

3. KGIS

  • - Data Warehouse (DW) Project

  • - CRM system Enhancement project for Clients Service Platform and Mobile APP

  • - Asia Futures Co-location Project

  • - Investment Management Cloud, Instants Message Push and Social Media Management for Clients

188

  • - New Derivatives Trading System

  • - ETF Issuer System Project

  • - TSE Regular Savings Plan (RSP) for Taiwan Stock (including overseas stock / ETF) System Project

  • - Application System and Network Enhancement Project for Continuous Trading

  • - Relocation Project for Futures Trading System

  • - System Enhancement Project for Extending Trading Time after Taifex Trading Hours

  • - New E-flow System Replacement Project

  • Wide-Area-Network(WAN) Integration Project

4. CDIB Capital Group

  • - CDIB Infrastructure Restructuring and System Integration Project

  • - eFront Software Upgrade Project

5.7.3 Emergency backup and security measures

The company has implemented operational regulations with respect to corporate information security and stringent internal control mechanisms to ensure data security and normalcy of IT operation across the group.

  • - Data center operations at CDIB Capital Group, KGI Bank and KGI Securities are all supported by a remote back-up center, which regularly carries out post-disaster event IT system recovery drills; In order to ensure the stability of data center operations, CDF Group has improved the center's electrical facilities and core network with an additional backup structure that enables continuous centralization. Testing drills are run periodically by technicians; Formulating backup policy and cycles that meet the characteristics of storage for each system, performing periodic data recovery drills, and defining the recovery measures that correspond to the importance level of the backup, which could include on-site, remote, and synchronized recovery.

  • - In 2013, CDF has set up a “Personal Information Protection Group” in accordance with the Personal Information Protection Act in assessment, planning and implementation of personal information protection in line with said act. KGI Securities was certified in 2013 with BS10012PIMS (Personal Information Management System) and in 2016 with ISO/IEC 27001 2013 information security management standard authentications.

  • - Subsidiary, KGI Securities received “ISO 27001 Information Security Management System” certification from BSI.

189

5.8 Labor Relations

5.8.1 Employee Welfare, Retirement Policy and Implementation; Agreements between Labor and Management, Measures for Securing Employees' Benefits and Implementation

  1. The Company runs a staff cafeteria catered by professional cooks to provide employees with healthy, nutritional, and delicious lunch options.

  2. The Company provides employees with Labor Insurance and National Health Insurance coverage as required by law. Apart from the statutory insurance policies, the Company also offers group insurance coverage on life, accident and hospitalization, and allows employees' spouses, underage children, and parents to be included in group accident and hospitalization coverage.

  3. The Company's retirement policy has been established in accordance with "Labor Standards Act," which requires the Company to make monthly pension contributions into employees' personal accounts held under Labor Pension Supervisory Committee. From July 1, 2005 onwards, the "Labor Pension Act" came into effect and introduced the following rules:

  4. (1) All employees who begin their employment on or after July 1, 2005, shall be subject to the "Labor Pension Act."

  5. (2) Employees who began their employment before July 1, 2005 (exclusive) may choose to adopt the "Labor Pension Act" or the "Labor Standards Act" for their pension system depending on their own requirements. The selection needed to be made within 5 years from July 1, 2005, otherwise employees would continue to adopt the pension system of the "Labor Standards Act" by default.

  6. The Company places great emphasis on employees' work-life balance. It offers annual leave packages that are superior to what is required in Labor Standards Act, and prepares regular reports to help line managers understand the leaves taken by their subordinates.

  7. The Company values employees' physical health, which is why it offers one subsidized health check every 2 years for employees below the age of 40, and one subsidized health check every year for employees aged 40 and above. The Company also allows employees to take paid leave of absence to undergo health checks.

  8. The Company organizes health seminars to promote employees' knowledge on health-related topics such as: food safety, cancer prevention, weight control, and maintaining a healthy digestive system.

  9. The Company has assembled an Employee Welfare Committee to arrange the following benefits, subject to budget availability:

190

  • (1) Holiday bonuses and gifts

  • (2) Wedding, funeral and birth subsidies

  • (3) Scholarship for employees' children

  • (4) Employee tour subsidies

  • (5) Birthday gift

  • (6) Injury/illness remedies

  • (7) Club event subsidies

  • (8) Film screening

  • (9) Family day

  • (10) Shopping discounts

  • 5.8.2 Losses arising as a result of employment disputes in the recent year up till the publication date of this annual report; disclose current and possible losses and any responsive actions taken; state reasons in cases where losses can not be reasonably estimated

The Company believes employees are the most precious resource of an organization. In addition to regular employer-employee meetings, the Company also utilizes all channels at its disposal to communicate with employees and address whatever queries they may have, all for the purpose of maintaining a harmonic relationship and raising work efficiency. There has been no case of employment dispute.

5.8.3 Working environment and employee safety measures

The Company aims to provide employees with a safe, healthy and comfortable work environment as part of its social responsibilities. It devotes itself to implementing labor safety and health policies and helping its employees develop a right mindset and maintain physical and mental health. Some of the actions taken are as follows:

  1. Enhanced training on workplace safety and health to reduce dangers and hazards at work

To create a hazard-free working environment, CDF has set up a labor safety and health agency to arrange training sessions on labor safety and fire drills to keep employees updated on the latest safety and health practices. CDF also works with professionals to conduct regular inspection on lighting systems and measure CO2 levels in the office to make sure that its employees work in a healthy environment.

  1. Insurance, medical examinations and Employee Welfare Committee

In addition to providing Labor Insurance, National Health Insurance and group insurance

191

coverage, the Company also arranges regular medical examinations for employees. Moreover, the Company hires professional nurse and invites doctors from medical institutions to implement programs to enhance employee health and prevention of occupational hazards. To ensure that employee welfare is taken care of, CDF has set up an Employee Welfare Committee that handles support allowance for weddings and funerals, scholarships for employees’ children, support for hospitalized employees, emergency assistance, post-disaster support, and grants to employee club activities.

  1. Conducting regular drills for different task forces to strengthen disaster preparedness and response mechanism

The Company and subsidiaries have devised disaster response plans and engaged in fire safety equipment maintenance and reporting in accordance with the regulations, implemented fire safety drills, and organized employees into teams various functions such as fire, security, and rescue. These plans are rehearsed on a regular basis to ensure safety and recovery in the event of robbery or disaster.

  1. Strict access control to ensure office security

The company and its subsidiaries have established strict access control regulations to ensure the employees and other operations personnel’s compliance with access permissions to the office locations. The headquarters shall have 24-hour security personnel that routinely engage in safety patrol, prevent the illegal intrusion of personnel, and ensure the personal security of employees at each office location.

192

5.9 Material Contracts

China Development Financial Holding Corp

Contract type Counterparty ValidPeriod MainContents Restrictive Clauses
Liability
insurance for
directors,
supervisors and
key staff

AIG Taiwan
Insurance Co.,
Ltd., MSIG
Mingtai Insurance
Co., Ltd., ACE
Insurance Taiwan
2016.09.02
to
2017.9.02
1. Liability
insurance for
directors,
supervisors and
key staff
2. Compensation for
securities
liabilities
3. Compensation for
employment
liabilities
4. Remedial
liabilities
Exclusions include but
are not limited to:
Claims made between
U.S. insured parties,
claims for known
losses, and claims
relating to hazards,
pollution and
money-laundering
activities.

KGI Commercial Bank Co., Ltd.

Contract type Counterparty ValidPeriod MainContents Restrictive Clauses
Service level
agreement
IBM Taiwan
Corporation
10 years from
the effective
date
(2012.10.31)
The service level
agreement covers:
data center operation
and services,
maintenance and
enhancement of
applications,
network
management, system
administration help
desk, on-site
support, disaster
recovery, project
management office,
and maintenance of
service level.

193

VI. Financial Overview

6.1 Five-Year Financial Summary

6.1.1 Consolidated Condensed Balance Sheet

A. Based on IFRS

Unit: NT$’000

Year
Item
Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) As of March
31, 2017
(Note 2)
2012 2013 2014(Note 4) 2015 2016
Cash and cash equivalents,
Due from the central bank
and call loans to banks
57,936,524
59,777,121
66,845,161 112,215,613 100,196,911 N/A
Financial assets at fair
valuethroughprofitor loss
73,431,509
98,297,280
151,177,813 157,780,085 159,280,102
Available-for-sale financial
assets
92,330,811
116,258,949
139,610,600 70,643,015 106,359,065
Derivative financial assets
for hedging
40,170
19,568
Securities purchased under
resell agreements
16,548,948
20,925,493
32,871,543 52,622,253 29,883,158
Receivables, net 75,629,847
125,689,985
131,789,029 100,754,149 92,190,214
Current tax assets 822,985
755,965
720,044 990,101 855,145
Discount and loans, net 87,303,495
106,857,949
225,777,475 217,780,328 252,376,992
Held-to-maturity financial
assets,net
5,029
158,194
18,790,000 402,564 300,000
Investment accounted for
usingthe equitymethod,net
7,107,113
7,286,276
8,562,987 10,775,665 12,675,804
Restricted assets 20,888,220
21,726,120
24,425,207 29,776,730 27,933,924
Financial assets measured at
cost
32,936,138
32,529,080
31,962,391 21,095,274 19,491,762
Other financial assets 23,705,630
28,692,188
41,792,876 38,773,821 44,793,314
Property and equipment, net
9,654,308

9,087,419
14,393,809 14,717,160 14,512,916
Investment property, net 2,121,021
1,830,198
2,070,706 2,048,311 2,179,356
Intangible assets, net 6,825,776
6,277,179
8,896,357 8,584,490 7,948,378
Deferred tax assets 829,927
869,150
5,834,810 5,561,925 4,912,053
Other assets, net 13,581,339
10,904,908
14,180,410 22,197,691 16,308,415
Total assets 521,698,790
647,943,022
919,701,218 866,719,175 892,197,509
Deposits from the central
bank and banks
2,671,557
6,711,620
12,680,778 10,024,399 31,078,769
Financial liabilities at fair
valuethroughprofitor loss
18,282,064
22,577,982
35,082,307 39,898,179 51,565,266
Derivative financial
liabilities for hedging
116,564
64,315
20,659
Notes and bonds issued
under repurchase agreements
59,313,884
111,975,004
132,826,606 119,611,868 119,560,443
Commercial paper payable,
net
7,231,662
10,116,225
13,925,045 13,139,202 17,549,797
Payables 51,720,585
57,673,578
58,243,555 57,152,044 60,337,328

194

Year
Item
Year
Item
Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) As of March
31, 2017
(Note 2)
2012 2013 2014(Note 4) 2015 2016
Current tax liabilities 2,086,891
2,388,951
1,994,883 911,029 826,620 N/A
Deposits and remittances 101,550,890
114,808,892
304,557,970 325,312,132 315,451,964
Bonds payable 36,896,569
37,068,437
34,660,984 28,618,692 27,684,236
Other borrowings 13,716,416
18,687,012
35,204,646 21,809,459 19,878,458
Other financial liabilities 348,986
358,736
392,027 400,851 387,509
Provisions 1,147,526
1,140,616
1,215,264 1,419,454 1,373,667
Principal received on
structured notes
34,640,236
68,324,174
74,150,578 34,375,733 26,299,389
Customers’ equity
accounts-futures
16,140,970
13,876,816
23,754,390 30,698,500 36,066,932
Deferred tax liabilities 974,530
1,353,240
1,423,785 1,460,166 1,487,885
Other liabilities 9,979,606
11,714,770
13,544,034 13,116,729 15,552,208
Total
liabilities
Before
distribution
356,818,936
478,840,368
743,677,511 697,948,437 725,100,471
After
distribution
359,523,764
484,855,155
752,776,184 705,435,443 (Note 3)
Equity attributable to owners
ofparent
Common
stock
Before
distribution
144,561,641
150,308,833
153,444,462 151,125,441 149,744,213
After
distribution
144,561,641
150,308,833
153,444,462 151,125,441 (Note 3)
Capital surplus 112,183
535,087
590,923 654,803 1,104,521
Retained
earnings
Before
distribution
10,752,929
14,656,447
19,477,595 18,507,160 16,798,782
After
distribution
8,048,101
8,641,660
10,378,922 11,020,154 (Note 3)
Other equity (3,586,761)
(670,876)
(24,165) (2,746,831) 1,782,652
Treasury shares (1,954,204)
(2,170,286)
(3,298,709) (2,376,747) 2,376,747
Non-controlling interests 14,994,066
6,443,449
5,833,601 3,606,912 3,608,921
Total equity Before
distribution
164,879,854
169,102,654
176,023,707 168,770,738 167,097,038
After
distribution
162,175,026
163,087,867
166,925,034 161,283,732 (Note 3)

Note 1: Financial statements of the Company in 2012 to 2016 were audited. Note 2: As of the publication date, the financial statements of the first quarter of 2017 are not applicable. Note 3: Distribution for earnings in 2016 had not yet been resolved by the shareholder’s meeting. Note 4: The financial information of 2014 have restated according to the 2013 version of IFRS.

195

B. Based on ROC GAAP

Unit: NT$’000

Unit: NT$’000
Year
Item
Financial Summary for The Last
Five Years(Note1)
2012
Cash and cash equivalents,
Due from the central bank and call loans to banks
59,274,266
Financial assets measured at fair value through profit or loss 75,334,198
Securities purchased under resell agreements 16,548,948
Available-for-sale financial assets 91,687,956
Receivables, net 50,193,379
Discount and loans, net 87,303,495
Investment accounted for using the equity method, net 7,110,121
Fixed Assets, net (Note 2) 9,380,855
Intangible assets, net 7,152,621
Other financial assets 52,624,017
Other assets, net 32,535,109
Total assets 489,144,965
Deposits from the central bank and banks 2,671,557
Deposits and remittances 101,550,890
Financial liabilities measured at fair value through profit or loss 18,282,064
Notes and bonds issued under repurchase agreements 59,313,884
Bonds payable 36,896,569
Other financial liabilities 93,751,354
Other liabilities 10,838,726
Total liabilities 323,305,044
Stockholders’
equity of parent
company
Common Stock Before distribution 144,561,641
After distribution 144,561,641
Capital surplus 3,072,483
Retained earnings Before distribution 8,953,700
After distribution 6,248,872
Other (4,798,976)
Minority interest 14,051,073
Total
stockholders’
equity
Before distribution 165,839,921
After distribution 163,135,093

Note 1: Financial statements of the Company in 2012 were audited.

Note 2: On March 25, 2013, CDIB’s board of directors resolved to revalue its land based on the land value of January 1, 2011. For this revaluation, the revaluation increment was $829,839 thousand. On January 1, 2012, the IFRS transition date, the net revaluation increment of $588,284 thousand – after deducing from land revaluating increment the reserve for land value increment tax of $241,555thousand – was credited to equity as retained earnings.

196

6.1.2 Unconsolidated Condensed Balance Sheet

A. Based on IFRS

Unit: NT$’000

Unit: NT$’000
Year
Item
Financial Summary for The Last Five Years
(Note1)
As of March
31, 2017
(Note 2)
2012 2013 2014(Note 4) 2015 2016
Cash and cash equivalents 3,480,239
7,703,726
1,458,812 2,665,707 1,357,441


























N/A
Available-for-sale financial
assets
1,453,152
1,440,119
1,293,830 1,226,972 1,199,734
Receivables,net 201
169
155 139 115
Current tax assets 1,770,159
1,754,770
1,114,182 1,438,314 1,436,182
Investment accounted for
usingthe equitymethod,net
168,443,329 178,987,869 192,203,350 186,684,329 186,391,735
Other financial assets 300
300
300 300 300
Propertyand equipment,net 20,477
12,258
12,251 10,094 9,906
Deferred tax assets 25
0
0 0 0
Other assets,net 533,654
538,391
544,217 540,719 541,742
Total assets 175,701,536 190,437,602 196,627,097 192,566,574 190,937,155
Derivative financial
liabilities for hedging
116,564
64,316
20,659 0 0
Commercialpaperpayable 4,499,480
6,499,939
2,999,869 5,099,745 3,999,774
Payables 736,097
751,810
1,000,906 649,830 554,345
Current tax liabilities 1,789,665
1,836,048
791,615 1,021,390 857,328
Bondspayable 18,000,000
18,000,000
18,000,000 18,000,000 18,000,000
Other borrowings 649,930
599,836
3,599,573 2,599,847 3,999,892
Provisions 23,972
26,339
24,161 31,627 37,290
Other liabilities 40
109
208 309 409
Total
liabilities
Before
distribution
25,815,748
27,778,397
26,436,991 27,402,748 27,449,038
After
distribution
28,520,576
33,793,184
35,535,664 34,889,754 (Note 3)
Common
stock
Before
distribution
144,561,641 150,308,833 153,444,462 151,125,441 149,744,213
After
distribution
144,561,641 150,308,833 153,444,462 151,125,441 149,744,213
Capital surplus 112,183
535,087
590,923 654,803 1,104,521
Retained
earnings
Before
distribution
10,752,929
14,656,447
19,477,595 18,507,160 16,798,782
After
distribution
8,048,101
8,461,660
10,378,922 11,020,154 (Note 3)
Other equity (3,586,761) (670,876) (24,165) (2,746,831) (1,782,652)
Treasuryshares (1,954,204) (2,170,286) (3,298,709) (2,376,747) (2,376,747)
Total equity Before
distribution
149,885,788 162,659,205 170,190,106 165,163,826 163,488,117
After
distribution
147,180,960 156,644,418 161,091,433 157,676,820 (Note 3)

Note 1: Financial statements of the Company in 2012 to 2016 were audited.

Note 2: As of the publication date, the financial statements of the first quarter of 2017 are not applicable. Note 3: Distribution for earnings in 2016 had not yet been resolved by the shareholder’s meeting Note 4: The financial information of 2014 have restated according to the 2013 version of IFRS.

197

B. Based on ROC GAAP

Unit: NT$’000

Unit: NT$’000
Year
Item
Financial Summary for The Last Five
Years(Note)
2012
Cash and cash equivalents 3,480,238
Available-for-sale financial assets 1,453,152
Receivables, net 1,770,360
Investment accounted for using the equity method, net 170,345,554
Fixed Assets, net 20,477
Other assets 533,979
Total assets 177,603,760
Payables 2,522,181
Bonds payable 18,000,000
Other financial liabilities 5,265,974
Other liabilities 26,757
Total liabilities Before distribution 25,814,912
After distribution 28,519,740
Common Stock Before distribution 144,561,641
After distribution 144,561,641
Capital surplus 3,072,483
Retained earnings Before distribution 8,953,700
After distribution 6,248,872
Other equity (4,798,976)
Total
stockholders’
equity
Before distribution 151,788,848
After distribution 149,084,020

Note: Financial statements of the Company in 2012 were audited.

198

6.1.3 Consolidated Condensed Statement of Comprehensive Income

A. Based on IFRS

Unit: NT$’000

Year
Item
Financial Summary for The Last Financial Summary for The Last Financial Summary for The Last Five Years(Note1) Five Years(Note1) As of March
31, 2017
(Note 2)
2012 2013 2014(Note 3) 2015 2016
Interest revenues 5,306,360
8,507,539
12,811,017 14,245,989 11,391,971 N/A
Interest expenses (2,590,166)
(3,111,079)
(4,398,754)
(5,138,176)
(4,332,469)
Interest profit, net 2,716,194
5,396,460
8,412,263 9,107,813 7,059,502
Noninterest profits and
gains,net
14,651,211
19,313,286
20,209,724 21,414,709 20,068,226
Net revenues 17,367,405
24,709,746
28,621,987 30,522,522 27,127,728
Reversal of allowance
(allowance) for bad debts
and losses onguarantees,net
81,656
(824,715)
(13,707) 329,789 (751,478)
Operating expenses (10,063,479)
(14,663,849)
(16,829,647) (21,409,324) (19,265,421)
Net profit before income tax
from continuingoperations
7,385,582
9,221,182
11,778,633 9,442,987 7,110,829
Income tax expense (127,732)
(772,708)
(941,302) (827,812) (1,123,925)
Net profit from continuing
operations
7,257,850
8,448,474
10,837,331 8,615,175 5,986,904
Net income 7,257,850
8,448,474
10,837,331 8,615,175 5,986,904
Other comprehensive income
for the period, net of income
tax

3,080,550

2,919,788
752,399 (3,116,463) 802,045
Total comprehensive income
for theperiod
10,338,400
11,368,262
11,589,730 5,498,712 6,788,949
Net profit attributable to
owners ofparent
6,983,256
8,304,001
10,752,042 8,528,231 5,923,081
Net profit attributable to
non-controllinginterests
274,594
144,473
85,289 86,944 63,823
Total comprehensive income
attributable to owners of
parent
10,111,950
11,182,674
11,506,549 5,415,879 6,736,201
Total comprehensive income
attributable to
non-controllinginterests
226,450
185,588
83,181 82,833 52,748
Earnings per share(In dollar) 0.54
0.56
0.73 0.58 0.40

Note 1: Financial statements of the Company in 2012 to 2016 were audited.

Note 2: As of the publication date, the financial statements of the first quarter of 2017 are not applicable. Note 3: The financial information of 2014 have restated according to the 2013 version of IFRS.

199

B. Based on ROC GAAP

Unit: NT$’000

Unit: NT$’000
Year
Item
Financial Summary for The Last
Five Years(Note)
2012
Interest profit, net 3,269,716
Noninterest profits and gains, net 12,083,091
Reversal of allowance for bad debts, net 81,656
Operating expenses 10,009,909
Income before income tax from continuing operations 5,424,554
Total consolidated net income 5,295,623
Total consolidated
net income
Attributed to stockholders of parent company 5,024,977
Attributed to Minority interest 270,646
earnings per share-common stock(In dollar) 0.39

Note : Financial statements of the Company in 2012 were audited.

200

6.1.4 Unconsolidated Condensed Statement of Comprehensive Income

A. Based on IFRS

Unit: NT$’000

Year
Item
Financial Summary for The Last Financial Summary for The Last Financial Summary for The Last Five Years(Note1) Five Years(Note1) As of March
31, 2017
(Note 2)
2012 2013 2014(Note 3) 2015 2016
Investment income
recognized using the equity
method
5,848,465
9,596,663
11,499,962 9,590,588 6,787,470 N/A
Other revenues and gains 2,076,193
25,640
51,888 79,871 68,441
Operating expenses (663,286)
(851,263)
(859,858) (790,869) (807,444)
Other expenses and losses (439,958)
(408,025)
(374,951) (345,682) (304,713)
Net profit before income tax
from continuingoperations
6,821,414
8,363,015
10,317,041 8,533,908 5,743,754
Income tax benefit (expense) 161,842
(59,014)
435,001 (5,677) 179,327
Net profit 6,983,256
8,304,001
10,752,042 8,528,231 5,923,081
Other comprehensive income
for the period, net of income
tax

3,128,694

2,878,673
754,507 (3,112,352) 813,120
Total comprehensive income
for theperiod
10,111,950
11,182,674
11,506,549 5,415,879 6,736,201
earnings per share(In dollar) 0.54
0.56
0.73 0.58 0.40

Note 1 : Financial statements of the Company in 2012 to 2016 were audited. Note 2 : As of the publication date, the financial statements of the first quarter of 2017 are not applicable Note 3: The financial information of 2014 have restated according to the 2013 version of IFRS.

B. Based on ROC GAAP

Unit: NT$’000

Unit: NT$’000
Year
Item
Financial Summary for The Last Five
Years(Note)
2012
Investment income recognized using the equity method, net 5,840,195
Other revenues and gains 99,866
Operating expenses 636,968
Other expenses and losses 439,958
Income before income tax from continuing operations 4,863,135
Net income 5,024,977
Basic earnings per share (before income tax) 0.37
Basic earnings per share (after income tax) 0.39

Note : Financial statements of the Company in 2012 were audited.

201

6.1.5 Auditors’ Opinions from 2012 to 2016

Year Accounting Firm CPA Audit Opinion
2016 Deloitte & Touche Wu, Mei-Hui、
Kuo, Cheng-Hung
Unqualified Opinion
2015 Deloitte & Touche Wu, Yi-Chun、
Kuo, Cheng-Hung
Unqualified Opinion
2014 Deloitte & Touche Wu, Yi-Chun、
Kuo, Cheng-Hung
Unqualified Opinion
2013 Deloitte & Touche Wu, Mei-Hui、
Kuo, Cheng-Hung
Unqualified Opinion
2012 Deloitte & Touche Wu, Mei-Hui、
Kuo,Cheng-Hung
Modified Unqualified Opinion

202

6.2 Five-Year Financial Analysis

6.2.1 Consolidated Financial Analysis – Based on IFRS

Unit: NT$’000; %

Year
Item
Year
Item
Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) As of
March
31, 2017
(Note 3)
2012 2013 2014
(Note 9)
2015 2016
Operating
ratio
Total assets turnover (Times) 0.04 0.04 0.04 0.03
0.03
N/A
Ratio of loans to deposits (CDIB) 79.65 82.54 71.22
Ratio of loans to deposits(KGI Bank) (Note 6) (Note 6) 73.29 62.14
74.55
NPL ratio(CDIB) 0.17 0.25
NPL ratio(KGI Bank) (Note 6) (Note 6) 0.42 0.34
0.34
Average revenueper employee 2,934 4,380 3,982 3,963
Average net income per employee 1,226 1,498 1,508 1,119
3,585
Profitabilit
y ratio
Ratio of return on total assets (%) 1.70 1.44 1.38 0.96
791
Ratio of return on stockholders'
equity (%)

5.11
5.06 6.28 5.00
0.68
Profit margin ratio (%) 41.79 34.19 37.86 28.23
3.57
Basic Earningsper share(in dollar) 0.54 0.56 0.73 0.58
22.07
Financial
structure
(%)
Ratio of debt to assets 68.40
73.90

80.86
80.53
0.40
Ratio of debt to net worth 216.41
283.17

422.49
413.55
81.27
Double Leverage Ratio of Financial
HoldingCompany

113.35
110.92 113.69 113.77
433.94
According to Article 41 of Financial
HoldingCompanyLaw

(Note 2)
(Note 2) (Note 2) (Note 2)
114.74
Leverage
ratio
Operating leverage ratio 109.46 121.66 110.56 111.68
(note 2)
Financial leverage ratio of Financial
HoldingCompany

106.32
104.74 103.53 103.74
131.28
Ratio of
growing
Ratio of assets growing 56.22 24.20 41.94 (5.76)
105.00
Ratio of income growing (Note 7) 24.85 27.73 (19.83)
2.94
Cash flow Cash flow ratio 36.59 9.16 (1.13) (16.54) (24.70)
Cash flow adequacy ratio (Note 7) (Note 7) (Note 7) (Note 7)
(12.73)
Cash flow content ratio 334.98 103.79 (332.74) (32.71) (1.84)
Operating
Scale
Market share of assets 1.68 1.91 2.49 2.14
(3,706.61)
Market share of equity 7.56 7.14 6.51 5.86
2.08
Market share of deposit(CDIB) 0.35 0.39 0.50 5.41
Market share of deposit(KGI Bank) (Note 6) (Note 6) 0.50 0.94
Market share of assets loans(CDIB) 0.39 0.46 0.51 0.92
Market share of assets loans(KGI
Bank)

(Note 6)
(Note 6) 0.40 0.86
0.92

203

Year
Item
Year
Item
Year
Item
Year
Item
Year
Item
Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) Financial Summary for The Last Five Years(Note1) As of
March
31, 2017
(Note 3)
2012 2013 2014
(Note 9)
2015 2016
Capital
adequacy
Ratio
Subsidiaries'
Capital
adequacy Ratio
calculated by
regulation
CDIB (Note 8) 18.60 17.73 108.63 148.43 N/A
KGI Bank (Note 8) (Note 6) 12.86 14.96
13.23
KGI Securities (Note 8) 371 343 340
329
Grand Cathay
Securities
Corporation
(Note 8)
N/A

Qualified capital
of
subsidiaries
CDIB (Note 8) 41,611,085 45,327,171 14,497,173 20,910,410

KGI Bank
(Note 8) (Note 6) 16,294,778 53,303,814 53,986,254
KGI Securities (Note 8) 30,825,228 23,195,681 20,503,870 17,895,797
Grand Cathay
Securities
(Note 8)
Net Group qualified capital (Note 8) 56,699,694 62,798,158 66,777,653
Legal
requirement of
subsidiaries'
capital
CDIB (Note 8) 17,896,440 20,453,387 1,067,612 1,215,027
KGI Bank (Note 8) (Note 6) 10,139,165 28,497,462 35,206,376
KGI Securities (Note 8) 12,454,305 10,147,407 9,042,459 8,151,174
Grand Cathay
Securities
(Note 8)
Legal requirement of group capital (Note 8) 211,321,896 234,893,887 227,063,385 232,710,468
Group Capital Adequacy Ratio (Note 8) 175.36 147.47 165.38
150.87
endorsements or other
transactions of all subsidiaries
with the same individual, the
same
related party or enterprise
according to article 46 of
Financial Holding Company
Law
The same
Customer
73.57 73.31 74.83 107.83
114.16
The same Group 42.23 35.34 41.33 26.44
22.29
Reasons for changes in financial ratios:
1. The increase of loans to deposit ration of subsidiary, KGI Bank was due mainly to increase of total loans amount in 2016.
2. The decrease of average net income per employee, ratio of return on total assets, ratio of return on stockholder’s equity, profit
margin ratio and EPS was due mainly to the decrease of the net income after tax of 2016.
3. The increase of ratio of assets growing was due mainly to the increase of the total assets as of December 31, 2016.
4. The decrease of ratio of income growing was due mainly to the decrease of the income before tax of 2016.
5. The increase of cash flow ratio was due mainly to the increase of cash flows generated from operating activities of 2016.
6. The decrease of cash flow content ratio was due mainly to the decrease of cash flows generated from investing activities of
2016.

Note 1 : Financial statements of the Company in 2012 to 2015 were audited.

Note 2 : None 。

Note 3 : As of the publication date, the financial statements of the first quarter of 2016 are not applicable.

Note 4 : Below are the formulas used in various financial analyses:

  1. Operating ratio

  2. (1) Total assets turnover = Net income / Average assets

  3. (2) Ratio of loans to deposits = Total loans / Total deposits

  4. (3) NPL ratio = Nonperforming loans / Total loans

  5. (4) Average revenue per employee = Net revenues / employee

  6. (5) Average net income per employee = Net income / employee

  7. Profitability ratio

  8. (1) Ratio of return on total assets = Income after income tax / Average assets

  9. (2) Ratio of return on stockholders' equity = Income after income tax / Average stockholders' equity

204

  • (3) Profit margin ratio = Income after income tax / Net revenues

  • (4) Basic earnings per share =( Income and loss attributable to owners of the company Dividends for preferred stocks )/ Average issued shares ( Note 5 )

  • Financial structure

  • (1) Ratio of debt to assets = Total liabilities / Total assets

  • (2) Ratio of debt to net worth = Total liabilities / Total stockholders' equity

  • (3) Double Leverage Ratio of Financial Holding Company = Equity investments specified under Articles 36, Paragraph 2, and 37 of the Financial Holding Company Act / Total stockholders' equity.

  • Leverage ratio

  • (1) Operating leverage ratio = (Net revenues - Variable expenses) / Income before income tax

  • (2) Financial leverage ratio of Financial Holding Company = (Income before income tax + interest expenses) / Income before income tax

  • Ratio of growing

  • (1) Ratio of assets growing =( Total assets - Last year total assets) / Last year total assets

  • (2) Ratio of income growing = ( income before income tax - Last year income before income tax )/ Last year income before income tax

  • Cash flow

  • (1) Cash flow ratio = Net cash provided by operating activities /( Due to the bank + Commercial paper issued + Financial liabilities at fair value through profit of loss + Securities sold under repurchased issued + Current portion of Payables )

  • (2) Cash flow adequacy ratio = Net cash provided by operating activities(for the last five year) / for the last five year ( capital expenditure + Cash dividends )。

  • (3) Cash flow content ratio = Net cash provided by operating activities / Net cash provided by investing activities

  • Operating Scale

  • (1) Market share of assets = Total assets / Total assets of all Financial Holding Co., Ltd.

  • (2) Market share of equity = Total stockholders' equity / Total stockholders' equity of all Financial Holding Co., Ltd.

  • (3) Market share of deposit (bank) = Total deposits / Total deposits held by all financial institutions which are qualified in deposit and loan business

  • (4) Market share of assets loans (bank) = Total loans / Total loans granted by all financial institutions which are qualified in deposit and loan business

  • Capital adequacy Ratio

  • (1) Net Group qualified capital = Qualified requirement of Financial Holding Company Law +( Shares hold in ratio of Financial Holding Company Law×Qualified capital of subsidiaries )- Deduction

  • (2) Legal requirement of subsidiaries' capital = Legal requirement of Financial Holding Company Law +Shares hold in ratio of Financial Holding Company Law×Legal requirement of subsidiaries

  • (3) Group Capital Adequacy Ratio = Net Group qualified capital÷Legal requirement of group capital.

Note 5 : Calculations of earnings per share must take into account the following:

  1. Use weighted average outstanding ordinary shares instead of year-end outstanding shares

  2. Effects of cash issues or treasury stocks, by weighing the number of outstanding shares against the length of time they were in circulation.

  3. If any additional shares were issued against capitalized earnings or reserves, the full year or half-year earnings per share must be adjusted retrospectively, regardless of when the additional shares were issued.

  4. If preferred shares were cumulative and non-convertible in nature, all current year dividends (whether distributed or not) must be deducted from after-tax profit, or added to after-tax loss. If preferred shares were non-cumulative, then preferred share dividends must be deducted from after-tax profit, but no adjustment is required for after-tax loss

Note 6 : Cosmos Bank became the Company’s wholly owned subsidiary through a share swap. Cosmos Bank renamed as KGI Bank from 2015.

Note 7 : The “Ratio of income growing” and the “Cash flow adequacy ratio” are not applicable due to the financial statements are based on R.O.C GAAP before 2011.

Note 8 : The “Capital adequacy ratio” of 2011 is not applicable due to the basis of calculation was different from 2012.

Note 9: The financial information of 2014 have restated according to the 2013 version of IFRS.

205

6.2.2 Unconsolidated Financial Analysis – Based on IFRS

Unit: NT$’000; %

Year
Item
Year
Item
Financial Summary for The Last Five
Years(Note1)
Financial Summary for The Last Five
Years(Note1)
Financial Summary for The Last Five
Years(Note1)
Financial Summary for The Last Five
Years(Note1)
As of
March
31, 2017
(Note 3)
2012 2013 2014
(Note 9)
2015 2016
Operating
ratio
Total assets turnover (Times) 0.05 0.05 0.06 0.05
0.03
N/A
Ratio of loans to deposits (CDIB) 79.65 82.54 71.22
Ratio of loans to deposits (KGI Bank) (Note 6) (Note 6) 73.57 62.38
74.54
NPL ratio(CDIB) 0.17 0.25
NPL ratio (KGI Bank) (Note 6) (Note 6) 0.42 0.34
0.34
Average revenue per employee 113,405 137,527 125,583 92,325
43,385
Average net income per employee 105,807 123,940 120,809 84,438
39,226
Profitability
ratio
Ratio of return on total assets (%) 4.60 4.72 5.71 4.52
3.21
Ratio of return on stockholders' equity
(%)
5.19 5.31 6.46 5.09
3.60
Profit margin ratio (%) 93.30 90.12 96.20 91.46
90.41
Basic Earnings per share(in dollar) 0.54 0.56 0.73 0.58
0.40
Financial
structure
(%)
Ratio of debt to assets 14.69 14.59 13.45 14.23
14.38
Ratio of debt to net worth 17.22 17.08 15.53 16.59
16.79
Double Leverage Ratio of Financial
Holding Company

113.35
110.92 113.69 113.77
114.74
According to Article 41 of Financial
Holding Company Law

(Note 2)
(Note 2) (Note 2) (Note 2)
(Note 2)
Leverage
ratio
Operating leverage ratio 106.53 104.94 103.68 104.11
105.39
Financial leverage ratio of Financial
Holding Company

106.32
104.74 103.53 103.74
105.00
Ratio of
growing
Ratio of assets growing 22.29 8.39 3.25 (2.07)
(0.85)
Ratio of income growing (Note 7) 22.60 23.37 (17.28)
(32.69)
Cash flow Cash flow ratio 2.03 123.23 142.70 150.00
88.49
Cash flow adequacy ratio (Note 7) (Note 7) (Note 7) (Note 7) 27.52
Cash flow content ratio 293.48 126.11 431.65
134.49
Operating
Scale
Market share of assets 7.50 7.46 6.56 6.01
5.54
Market share of equity 7.29 7.25 6.43 5.89
5.39
Market share of deposit(CDIB) 0.35 0.39 0.50
Market share of deposit(KGI Bank) (Note 6) (Note 6) 0.41 0.99
0.94
Market share of assets loans(CDIB) 0.39 0.46 0.51
Market share of assets loans(KGI
Bank)

(Note 6)
(Note 6) 0.38 0.81
0.92

206

Year
Item
Year
Item
Year
Item
Year
Item
Year
Item
Financial Summary for The Last Five
Years(Note1)
Financial Summary for The Last Five
Years(Note1)
Financial Summary for The Last Five
Years(Note1)
Financial Summary for The Last Five
Years(Note1)
As of
March
31, 2017
(Note 3)
2012 2013 2014
(Note 9)
2015 2016
Capital
adequacy
Ratio
Subsidiaries'
Capital
adequacy Ratio
calculated by
regulation
CDIB (Note 8) 18.60 17.73 108.63
148.43
N/A
KGI Bank (Note 8) (Note 6) 12.86 14.96
13.23
KGI Securities (Note 8) 371 343 340
329
Grand Cathay
Securities
(Note 8)
Qualified
capital of
subsidiaries
CDIB (Note 8) 41,611,085 45,327,171 14,497,173
20,910,410
KGI Bank (Note 8) (Note 6) 16,294,778 53,303,814
53,986,254
KGI Securities (Note 8) 30,825,228 23,195,681 20,503,870
17,895,797
Grand Cathay
Securities
(Note 8)
Net Group qualified capital (Note 8) 56,699,694 62,798,158 66,777,653
69,883,202
Legal
requirement of
subsidiaries'
capital
CDIB (Note 8) 17,896,440 20,453,387 1,067,612
1,215,027
KGI Bank (Note 8) (Note 6) 10,139,165 28,497,462
35,206,376
KGI Securities (Note 8) 12,454,305 10,147,407 9,042,459
8,151,174
Grand Cathay
Securities
(Note 8)
Legal requirement of group capital (Note 8) 211,321,896 234,893,887 227,063,385 232,710,468
Group Capital Adequacy Ratio (Note 8) 175.36 147.47 165.38
150.87
endorsements or other
transactions of all
subsidiaries with the
same individual, the same
related party or enterprise
according to article 46 of
Financial Holding
Company Law
The same Customer 73.57 73.31 74.83 107.83
114.16
The same Group 42.23 35.34 41.33 26.44
22.29
Reasons for changes in financial ratios:
1. The decrease of total assets turnover ratio and average revenue per employee ratio were due mainly to the decrease of net
revenues of 2016.
2. The decrease of average net income per employee, ratio of return on total assets, ratio of return on stockholder’s equity, and
EPS was due mainly to the decrease of the net income after tax of 2016.
3. The increase of ratio of assets growing was due mainly to the decrease of the total assets as of December 31, 2016 in
comparison with the year earlier.
4. The decrease of ratio of income growing was due mainly to the decrease of the income before tax of 2016.
5. The decrease of cash flow content ratio was due mainly to the decrease of cash flows generated from investing activities of
2016

Note 1 : Financial statements of the Company in 2012 to 2015 were audited.

Note 2 : None 。

Note 3 : As of the publication date, the financial statements of the first quarter of 2016 are not applicable.

Note 4 : Below are the formulas used in various financial analyses:

  1. Operating ratio

  2. (1) Total assets turnover = Net income / Average assets

  3. (2) Ratio of loans to deposits = Total loans / Total deposits

  4. (3) NPL ratio = Nonperforming loans / Total loans

  5. (4) Average revenue per employee = Net revenues / employee

  6. (5) Average net income per employee = Net income / employee

  7. Profitability ratio

207

  • (1) Ratio of return on total assets = Income after income tax / Average assets

  • (2) Ratio of return on stockholders' equity = Income after income tax / Average stockholders' equity

  • (3) Profit margin ratio = Income after income tax / Net revenues

  • (4) Basic earnings per share =( Income and loss attributable to owners of the company Dividends for preferred stocks )/ Average issued shares ( Note 5 )

  • Financial structure

  • (1) Ratio of debt to assets = Total liabilities / Total assets

  • (2) Ratio of debt to net worth = Total liabilities / Total stockholders' equity

  • (3) Double Leverage Ratio of Financial Holding Company = Equity investments specified under Articles 36, Paragraph 2, and 37 of the Financial Holding Company Act / Total stockholders' equity.

  • Leverage ratio

  • (1) Operating leverage ratio = (Net revenues - Variable expenses) / Income before income tax

  • (2) Financial leverage ratio of Financial Holding Company = (Income before income tax + interest expenses) / Income before income tax

  • Ratio of growing

  • (1) Ratio of assets growing =( Total assets - Last year total assets) / Last year total assets

  • (2) Ratio of income growing = ( income before income tax - Last year income before income tax )/ Last year income before income tax

  • Cash flow

  • (1) Cash flow ratio = Net cash provided by operating activities /( Due to the bank + Commercial paper issued + Financial liabilities at fair value through profit of loss + Securities sold under repurchased issued + Current portion of Payables )

  • (2) Cash flow adequacy ratio = Net cash provided by operating activities(for the last five year) / for the last five year ( capital expenditure + Cash dividends )。

  • (3) Cash flow content ratio = Net cash provided by operating activities / Net cash provided by investing activities

  • Operating Scale

  • (1) Market share of assets = Total assets / Total assets of all Financial Holding Co., Ltd.

  • (2) Market share of equity = Total stockholders' equity / Total stockholders' equity of all Financial Holding Co., Ltd.

  • (3) Market share of deposit (bank) = Total deposits / Total deposits held by all financial institutions which are qualified in deposit and loan business

  • (4) Market share of assets loans (bank) = Total loans / Total loans granted by all financial institutions which are qualified in deposit and loan business

  • Capital adequacy Ratio

  • (1) Net Group qualified capital = Qualified requirement of Financial Holding Company Law +( Shares hold in ratio of Financial Holding Company Law×Qualified capital of subsidiaries )- Deduction

  • (2) Legal requirement of subsidiaries' capital = Legal requirement of Financial Holding Company Law +Shares hold in ratio of Financial Holding Company Law×Legal requirement of subsidiaries

  • (3) Group Capital Adequacy Ratio = Net Group qualified capital÷Legal requirement of group capital.

Note 5 : Calculations of earnings per share must take into account the following:

  1. Use weighted average outstanding ordinary shares instead of year-end outstanding shares

  2. Effects of cash issues or treasury stocks, by weighing the number of outstanding shares against the length of time they were in circulation.

  3. If any additional shares were issued against capitalized earnings or reserves, the full year or half-year earnings per share must be adjusted retrospectively, regardless of when the additional shares were issued.

  4. If preferred shares were cumulative and non-convertible in nature, all current year dividends (whether distributed or not) must be deducted from after-tax profit, or added to after-tax loss. If preferred shares were non-cumulative, then preferred share dividends must be deducted from after-tax profit, but no adjustment is required for after-tax loss

Note 6 : Cosmos Bank became the Company’s wholly owned subsidiary through a share swap. Cosmos Bank renamed as KGI Bank from year 2015.

Note 7 : The “Ratio of income growing” and the “Cash flow adequacy ratio” are not applicable due to the financial statements are based on R.O.C GAAP before 2011.

Note 8 : The “Capital adequacy ratio” of 2011 is not applicable due to the basis of calculation was different from 2012.

Note 9: The financial information of 2014 have restated according to the 2013 version of IFRS.

208

6.2.3 Consolidated Financial Analysis – Based on ROC GAAP

Unit: NT$’000, %

Unit: NT$’000, %
Year
Item
Financial Summary for The Last
FiveYears(Note2)
2012
Operating ratio Total assets turnover(Times) 0.03
Ratio of loans to deposits 79.65
NPL ratio(CDIB) 0
Average revenueper employee 2,593
Average net incomeper employee 895
Profitability ratio Ratio of return on total assets(%) 1.29
Ratio of return on stockholders' equity (%) 3.72
Profit margin ratio(%) 34.49
Basic Earningsper share(in dollar) 0.39
Financial
structure
(%)
Ratio of debt to assets 66.10
Ratio of debt to net worth 194.95
Double Leverage Ratio of Financial HoldingCompany 113.18
According to Article 41 of Financial Holding Company
Law

(Note 1)
Leverage ratio Operatingleverage ratio 112.72
Financial leverage ratio of Financial HoldingCompany 108.87
Ratio of growing Ratio of assetsgrowing 47.48
Ratio of incomegrowing 207.53
Cash flow Cash flow ratio 7.19
Cash flow adequacyratio 5.53
Cash flow content ratio 18.16
Operating Scale Market share of assets 1.58
Market share of equity 7.58
Market share of deposit 0.35
Market share of assets loans 0.39
Capital adequacy
Ratio
Subsidiaries'
Capital
adequacy Ratio calculated
by regulation
CDIB 27.87

Grand CathaySecurities
458
KGI Securities 400
Qualified capital of
subsidiaries
CDIB 39,827,310
Grand CathaySecurities 11,003,691
KGI Securities 15,995,192
GroupCapital AdequacyRatio 49,469,462
Legal requirement of
subsidiaries' capital
CDIB 11,432,749
Grand CathaySecurities 3,601,187
KGI Securities 5,992,284
Legal requirement ofgroupcapital 193,379,558
GroupCapital AdequacyRatio 214.77
endorsements or other transactions of all
subsidiaries with the same individual, the
same related party or enterprise according
to article 46 of Financial Holding
CompanyLaw
The same Customer 72.65
The same Group 41.70

Note 1 : None

Note 2 : Financial statements of the Company in 2011 to 2012 were audited.

209

Note 3 : Below are the formulas used in various financial analyses:

  1. Operating ratio

  2. (1) Total assets turnover = Net income / Average assets

  3. (2) Ratio of loans to deposits = Total loans / Total deposits

  4. (3) NPL ratio = Nonperforming loans / Total loans

  5. (4) Average revenue per employee = Net revenues / employee

  6. (5) Average net income per employee = Net income / employee

  7. Profitability ratio

  8. (1) Ratio of return on total assets = Income after income tax / Average assets

  9. (2) Ratio of return on stockholders' equity = Income after income tax / Average stockholders' equity

  10. (3) Profit margin ratio = Income after income tax / Net revenues

  11. (4) Basic earnings per share =( Income and loss attributable to owners of the company Dividends for preferred stocks )/ Average issued shares ( Note 4 )

  12. Financial structure

  13. (1) Ratio of debt to assets = Total liabilities / Total assets

  14. (2) Ratio of debt to net worth = Total liabilities / Total stockholders' equity

  15. (3) Double Leverage Ratio of Financial Holding Company = Equity investments specified under Articles 36, Paragraph 2, and 37 of the Financial Holding Company Act / Total stockholders' equity.

  16. Leverage ratio

  17. (1) Operating leverage ratio = (Net revenues - Variable expenses) / Income before income tax

  18. (2) Financial leverage ratio of Financial Holding Company = (Income before income tax + interest expenses) / Income before income tax

    1. Ratio of growing
  19. (1) Ratio of assets growing =( Total assets - Last year total assets) / Last year total assets

  20. (2) Ratio of income growing = ( income before income tax - Last year income before income tax )/ Last year income before income tax

    1. Cash flow
  21. (1) Cash flow ratio = Net cash provided by operating activities /( Due to the bank + Commercial paper issued + Financial liabilities at fair value through profit of loss + Securities sold under repurchased issued + Current portion of Payables )

  22. (2) Cash flow adequacy ratio = Net cash provided by operating activities(for the last five year) / for the last five year ( capital expenditure + Cash dividends )。

  23. (3) Cash flow content ratio = Net cash provided by operating activities / Net cash provided by investing activities

  24. Operating Scale

  25. (1) Market share of assets = Total assets / Total assets of all Financial Holding Co., Ltd.

  26. (2) Market share of equity = Total stockholders' equity / Total stockholders' equity of all Financial Holding Co., Ltd.

  27. (3) Market share of deposit (bank) = Total deposits / Total deposits held by all financial institutions which are qualified in deposit and loan business

  28. (4) Market share of assets loans (bank) = Total loans / Total loans granted by all financial institutions which are qualified in deposit and loan business

  29. Capital adequacy Ratio

  30. (1) Net Group qualified capital = Qualified requirement of Financial Holding Company Law +( Shares hold in ratio of Financial Holding Company Law×Qualified capital of subsidiaries )- Deduction

  31. (2) Legal requirement of subsidiaries' capital = Legal requirement of Financial Holding Company Law +Shares hold in ratio of Financial Holding Company Law×Legal requirement of subsidiaries

  32. (3) Group Capital Adequacy Ratio = Net Group qualified capital÷Legal requirement of group capital.

  33. Note 4 : Calculations of earnings per share must take into account the following:

  34. Use weighted average outstanding ordinary shares instead of year-end outstanding shares

  35. Effects of cash issues or treasury stocks, by weighing the number of outstanding shares against the length of time they were in circulation.

  36. If any additional shares were issued against capitalized earnings or reserves, the full year or half-year earnings per share must be adjusted retrospectively, regardless of when the additional shares were issued.

  37. If preferred shares were cumulative and non-convertible in nature, all current year dividends (whether distributed or not) must be deducted from after-tax profit, or added to after-tax loss. If preferred shares were non-cumulative, then preferred share dividends must be deducted from after-tax profit, but no adjustment is required for after-tax loss

210

6.2.4 Unconsolidated Financial Analysis – Based on ROC GAAP

Unit: NT$’000; %

Unit: NT$’000; %
Year
Item
Financial Summary for The Last
FiveYears(Note2)
2012
Operating ratio Total assets turnover(Times) 0.03
Ratio of loans to deposits 79.65
NPL ratio(CDIB) 0
Average revenueper employee 83,335
Average net incomeper employee 76,136
Profitability ratio Ratio of return on total assets(%) 3.35
Ratio of return on stockholders' equity (%) 3.71
Profit margin ratio(%) 91.36
Basic Earningsper share(in dollar) 0.39
Financial
structure
(%)
Ratio of debt to assets 14.54
Ratio of debt to net worth 17.01
Double Leverage Ratio of Financial HoldingCompany 113.18
According to Article 41 of Financial Holding
CompanyLaw

(Note 1))
Leverage ratio Operatingleverage ratio 109.17
Financial
leverage
ratio
of
Financial
Holding
Company

108.87
Ratio of growing Ratio of assetsgrowing 23.85
Ratio of incomegrowing 181.34
Cash flow Cash flow ratio 1.53
Cash flow adequacyratio 42.58
Cash flow content ratio 8.51
Operating Scale Market share of assets 7.55
Market share of equity 7.35
Market share of deposit 0.35
Market share of assets loans 0.39
Capital adequacy
Ratio
Subsidiaries' Capital
adequacy Ratio calculated
by regulation
CDIB 27.87
Grand CathaySecurities 458
KGI Securities 400
Qualified capital of
subsidiaries
CDIB 39,827,310
Grand CathaySecurities 11,003,691
KGI Securities 15,995,192
GroupCapital AdequacyRatio 49,469,462
Legal requirement of
subsidiaries' capital
CDIB 11,432,749
Grand CathaySecurities 3,601,187
KGI Securities 5,992,284
Legal requirement ofgroupcapital 193,379,558
GroupCapital AdequacyRatio 214.77
endorsements or other transactions of all
subsidiaries with the same individual, the
same related party or enterprise according
to article 46 of Financial Holding
CompanyLaw
The same Customer 72.65
The same Group 41.70

Note 1 : None

211

Note 2 : Financial statements of the Company in 2011 to 2012 were audited.

Note 3 : Below are the formulas used in various financial analyses:

  1. Operating ratio

  2. (1) Total assets turnover = Net income / Average assets

  3. (2) Ratio of loans to deposits = Total loans / Total deposits

  4. (3) NPL ratio = Nonperforming loans / Total loans

  5. (4) Average revenue per employee = Net revenues / employee

  6. (5) Average net income per employee = Net income / employee

  7. Profitability ratio

  8. (1) Ratio of return on total assets = Income after income tax / Average assets

  9. (2) Ratio of return on stockholders' equity = Income after income tax / Average stockholders' equity

  10. (3) Profit margin ratio = Income after income tax / Net revenues

  11. (4) Basic earnings per share =( Income and loss attributable to owners of the company Dividends for preferred stocks )/ Average issued shares ( Note 4 )

  12. Financial structure

  13. (1) Ratio of debt to assets = Total liabilities / Total assets

  14. (2) Ratio of debt to net worth = Total liabilities / Total stockholders' equity

  15. (3) Double Leverage Ratio of Financial Holding Company = Equity investments specified under Articles 36, Paragraph 2, and 37 of the Financial Holding Company Act/Total stockholders' equity.

  16. Leverage ratio

  17. (1) Operating leverage ratio = (Net revenues - Variable expenses) / Income before income tax

  18. (2) Financial leverage ratio of Financial Holding Company = (Income before income tax + interest expenses) / Income before income tax

  19. Ratio of growing

  20. (1) Ratio of assets growing =( Total assets - Last year total assets) / Last year total assets

  21. (2) Ratio of income growing = ( income before income tax - Last year income before income tax )/ Last year income before income tax

  22. Cash flow

  23. (1) Cash flow ratio = Net cash provided by operating activities /( Due to the bank + Commercial paper issued + Financial liabilities at fair value through profit of loss + Securities sold under repurchased issued + Current portion of Payables )

  24. (2) Cash flow adequacy ratio = Net cash provided by operating activities(for the last five year) / for the last five year ( capital expenditure + Cash dividends )。

  25. (3) Cash flow content ratio = Net cash provided by operating activities / Net cash provided by investing activities

  26. Operating Scale

  27. (1) Market share of assets = Total assets / Total assets of all Financial Holding Co., Ltd.

  28. (2) Market share of equity = Total stockholders' equity / Total stockholders' equity of all Financial Holding Co., Ltd.

  29. (3) Market share of deposit (bank) = Total deposits / Total deposits held by all financial institutions which are qualified in deposit and loan business

  30. (4) Market share of assets loans (bank) = Total loans / Total loans granted by all financial institutions which are qualified in deposit and loan business

  31. Capital adequacy Ratio

  32. (1) Net Group qualified capital = Qualified requirement of Financial Holding Company Law +( Shares hold in ratio of Financial Holding Company Law×Qualified capital of subsidiaries )- Deduction

  33. (2) Legal requirement of subsidiaries' capital = Legal requirement of Financial Holding Company Law +Shares hold in ratio of Financial Holding Company Law×Legal requirement of subsidiaries

  34. (3) Group Capital Adequacy Ratio = Net Group qualified capital÷Legal requirement of group capital.

  35. Note 4 : Calculations of earnings per share must take into account the following:

  36. Use weighted average outstanding ordinary shares instead of year-end outstanding shares

  37. Effects of cash issues or treasury stocks, by weighing the number of outstanding shares against the length of time they were in circulation.

  38. If any additional shares were issued against capitalized earnings or reserves, the full year or half-year earnings per share must be adjusted retrospectively, regardless of when the additional shares were issued.

  39. If preferred shares were cumulative and non-convertible in nature, all current year dividends (whether distributed or not) must be deducted from after-tax profit, or added to after-tax loss. If preferred shares were non-cumulative, then preferred share dividends must be deducted from after-tax profit, but no adjustment is required for after-tax loss

212

6.3 Audit Committee’s Report for the Most Recent Year

China Development Financial Holding Corporation Audit Committees' Report

The Board of Directors has prepared this Company's 2016 business report, financial statements and the earnings distribution plan, among which the financial statements have been audited by CPAs Mei-Hui Wu and Cheng-Hung Kuo of Deloitte who have submitted an audited report. The above statements and reports have been examined by the Audit Committee and no irregularities were found. We hereby report as above, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please kindly approve.

To: China Development Financial Holding Co., Ltd.

2017 Annual General Meeting of the Shareholders

Audit Committee

Convener Ching-Yen Tsay

213

股票代碼: 2883

6.4 Financial Statements for the Years Ended December 31, 2016 and 2015, and Independent Auditors’ Report

China Development Financial Holding Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015 and Independent Auditors’ Report

214

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2016 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.

Very truly yours,

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION

By

March 27, 2017

215

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and shareholders China Development Financial Holding Corporation

Opinion

We have audited the accompanying consolidated financial statements of China Development Financial Holding Corporation (the Corporation) and its subsidiaries (collectively, the Group), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, Regulations Governing the Preparation of Financial Reports by Securities Issuers, the guidelines issued by the authority and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

216

Impairment of Discounts, Loans and Receivables

As stated in Note 5, to determine the impairment loss of discounts, loans and receivables, the management should 1) judge whether there is any objective evidence of impairment, 2) estimate the expected future cash flow based on historical loss on assets with similar credit risk, and 3) review periodically the methodology and assumptions adopted for both expected future cash flow and its timing to decrease the difference between estimated and actual amount of impairment. The methodology and assumptions adopted for the assessment of objective evidence of impairment and the amount and timing of future cash flows (e.g. impairment occurrence rate and recovery rate) require the exercise of critical judgments and estimates; therefore, the impairment of discounts, loans and receivables is deemed to be a key audit matter for the year ended December 31, 2016.

Refer to Notes 4, 5 and 53 for the critical accounting policy, judgment, estimation uncertainty and related disclosure of the impairment for discounts, loans and receivables.

We understood and assessed KGI Bank Co., Ltd.’s (KGI Bank) internal controls related to the discounts, loans and receivables. We verified whether methodology used in impairment model and parameters of the assumptions reflected actual outcome appropriately. We assessed the consistency of the impairment occurrence rate and recovery rate, etc. used in estimating expected future cash flows and evaluating values of collateral. Finally, we performed sampling on discounts, loans and receivables to verify whether the allowance thereof complies with the law and related regulations issued by the authorities.

Impairment of Financial Assets Measured at Cost

When objective evidence indicates that financial assets measured at cost are impaired, the amount of the loss has to be recognized. CDIB Capital Group (formerly China Development Industrial Bank) and subsidiaries determines occurrence of the impairment by the calculation of the valuation models. The valuation models and conditions of the assumptions are critical estimates of the management; therefore, the impairment of financial assets measured at cost is identified as a key audit matter for the year ended December 31, 2016.

Refer to Notes 4, 5 and 53 for the critical accounting policy, estimation uncertainty and related disclosure of the impairment of financial assets measured at cost.

We understood and assessed CDIB Capital Group’s internal control related to the impairment of financial assets measured at cost and its operation effectiveness. We entrusted our firm’s internal valuation specialist with the task of sampling from the financial assets measured at cost then valuating the appropriateness of the parameters used in the valuation models of the sample by re-performing the selection of comparable companies and testing the reasonability of the multiplier. Finally, we assessed the reasonability of the impairment loss recognized resulting from the existence of objective evidence.

Other Matter

We also audited the parent company only financial statements of the Corporation as of and for the years ended December 31, 2016 and 2015 on which we have issued an unmodified opinion.

217

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, Regulations Governing the Preparation of Financial Reports by Securities Issuers, the guidelines issued by the authority and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the 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 the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  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.

218

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

  2. 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 auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  3. 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.

  4. Obtain sufficient and appropriate audit evidence regarding the financial information of 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 audit of the Group. 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 for the year ended December 31, 2016 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Wu, Mei-Hui and Kuo, Cheng-Hung.

Deloitte & Touche Taipei, Taiwan Republic of China

March 27, 2017

219

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

220

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 AND 2015

(In Thousands of New Taiwan Dollars)

ASSETS
CASH AND CASH EQUIVALENTS (Notes 4, 6 and 47)
DUE FROM THE CENTRAL BANK AND CALL LOANS TO BANKS (Notes 4, 47 and 48)
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4, 8, 9, 47 and 48)
AVAILABLE-FOR-SALE FINANCIAL ASSETS (Notes 4, 10 and 48)
SECURITIES PURCHASED UNDER RESELL AGREEMENTS (Notes 4 and 11)
RECEIVABLES, NET (Notes 4, 12, 47, 48 and 53)
CURRENT TAX ASSETS (Note 4)
DISCOUNT AND LOANS, NET (Notes 4, 13, 47 and 53)
HELD-TO-MATURITY FINANCIAL ASSETS, NET (Note 4)
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET (Notes 4, 14 and 15)
RESTRICTED ASSETS (Notes 16, 48 and 49)
FINANCIAL ASSETS MEASURED AT COST (Notes 4, 15 and 17)
OTHER FINANCIAL ASSETS (Notes 18, 47 and 48)
INVESTMENT PROPERTY, NET (Notes 4, 19 and 48)
PROPERTY AND EQUIPMENT, NET (Notes 4, 20 and 48)
INTANGIBLE ASSETS, NET (Notes 4 and 21)
DEFERRED TAX ASSETS (Notes 4 and 44)
OTHER ASSETS, NET (Notes 4, 22 and 48)
TOTAL
LIABILITIES AND EQUITY
LIABILITIES
Deposits from the Central Bank and banks (Notes 23 and 47)
Financial liabilities at fair value through profit or loss (Notes 4, 8 and 47)
Notes and bonds issued under repurchase agreements (Notes 4, 8, 10, 24 and 47)
Commercial paper payable, net (Notes 25 and 48)
Payables (Notes 4, 26 and 47)
Current tax liabilities (Note 4)
Deposits and remittances (Notes 27 and 47)
Bonds payable (Notes 28 and 47)
Other borrowings (Notes 29, 47 and 48)
Provisions (Notes 4, 30 and 31)
Principal received on structured notes
Customers’ equity accounts - futures (Notes 4 and 47)
Other financial liabilities (Note 49)
Deferred tax liabilities (Notes 4 and 44)
Other liabilities (Notes 4 and 32)
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Notes 4, 33 and 34)
Capital
Common stock
Advance receipts for capital stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other
Exchange differences on translation of foreign financial statements
Unrealized losses on available-for-sale financial assets
Others
Treasury shares
Total equity attributable to owners of the parent
NON-CONTROLLING INTERESTS (Note 33)
Total equity
TOTAL
2016 2015


Amount
%
$ 28,312,347
3
71,884,564
8
159,280,102
18
106,359,065
12
29,883,158
3
92,190,214
10
855,145
-
252,376,992
28
300,000
-
12,675,804
2
27,933,924
3
19,491,762
2
44,793,314
5
2,179,356
-
14,512,916
2
7,948,378
1
4,912,053
1

16,308,415

2

$ 892,197,509
100

$ 31,078,769
4
51,565,266
6
119,560,443
13
17,549,797
2
60,337,328
7
826,620
-
315,451,964
35
27,684,236
3
19,878,458
2
1,373,667
-
26,299,389
3
36,066,932
4
387,509
-
1,487,885
-
15,552,208

2

725,100,471

81

149,744,203
17
10
-
1,104,521
-
5,014,298
1
3,228,296
-
8,556,188
1
494,377
-
(2,255,818)
-
(21,211)
-
(2,376,747)

(1)

163,488,117
18
3,608,921

1

167,097,038

19

$ 892,197,509
100
















































Amount
%
$ 25,090,329
3

87,125,284
10
157,780,085
18

70,643,015
8

52,622,253
6
100,754,149
12

990,101
-
217,780,328
25

402,564
-

10,775,665
1

29,776,730
3

21,095,274
2

38,773,821
5

2,048,311
-

14,717,160
2

8,584,490
1

5,561,925
1

22,197,691

3
$ 866,719,175
100
$ 10,024,399
1

39,898,179
5

119,611,868
14

13,139,202
1

57,152,044
7

911,029
-
325,312,132
38

28,618,692
3

21,809,459
3

1,419,454
-

34,375,733
4

30,698,500
4

400,851
-

1,460,166
-

13,116,729
1
697,948,437
81
151,124,071
17

1,370
-

654,803
-

4,161,475
-

765,041
-

13,580,644
2

1,741,670
-

(4,456,314)
-

(32,187)
-

(2,376,747)
-
165,163,826
19

3,606,912
-
168,770,738
19
$ 866,719,175
100

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

221

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INTEREST REVENUE (Notes 4, 35
and 47)

INTEREST EXPENSE (Notes 4, 35
and 47)

INTEREST PROFIT, NET

NONINTEREST PROFITS AND
GAINS, NET
Service fee and commission, net
(Notes 4, 36 and 47)
Gain on financial assets or liabilities
measured at fair value through profit
or loss, net (Notes 4 and 37)
Realized gain on available-for-sale
financial assets, net (Notes 4
and 38)
Foreign exchange gain (loss), net
Impairment loss on assets, net (Notes 4
and 39)
Share of the profit of associates and
joint ventures (Notes 4 and 40)
Gain on financial assets measured at
cost, net (Note 40)
Consulting service revenue (Note 47)
Others (Notes 41 and 47)

Total noninterest profits and
gains, net

TOTAL NET REVENUES

REVERSAL OF ALLOWANCE
(ALLOWANCE) FOR BAD DEBTS
AND LOSSES ON GUARANTEES,
NET

(Continued)
2016
Amount
%
$ 11,391,971
42


(4,332,469)
(16)


7,059,502
26

7,507,892
28
4,915,778
18
2,114,743
8
624,713
2
(1,221,155)
(4)
378,606
1
2,407,290
9

1,189,120
4
2,151,239

8

20,068,226
74


27,127,728
100


(751,478)
(3)
2015
Amount
%
$ 14,245,989 48

(5,138,176)
(17)

9,107,813
31
8,966,809 30
4,508,034 15
3,769,306 13
(1,109,121) (4)
(983,978) (3)
439,558
1
2,462,248
8
1,092,892
4

1,455,050

5

20,600,798
69

29,708,611
100

329,789

1
Percentage
Increase
(Decrease)







%
(20)
(16)
(22)
(16)
9
(44)

156

24
(14)
(2)
9
48
(3)
(9)
(328)

222

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING EXPENSES (Notes 4, 31,
42, 43 and 47)
Employee benefits

Depreciation and amortization
Other general and administrative
expenses

Total operating expenses

NET PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4
and 44)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME
(LOSS) (Note 4)
Items that will not be reclassified
subsequently to profit or loss, net of
income tax
Remeasurement of defined benefit
plans (Notes 4 and 31)
Share of the other comprehensive
gain (loss) of associates and joint
ventures (Notes 4 and 14)
Income tax relating to the items that
will not be reclassified
subsequently to profit or loss
(Notes 4 and 44)
Items that will be reclassified
subsequently to profit or loss, net of
income tax
Exchange differences on translation
of foreign financial statements
Unrealized gain (loss) on
available-for-sale financial assets
2016
Amount
%
$ (11,414,576)
(42)

(1,472,993)
(5)
(6,377,852)
(24)

(19,265,421)
(71)


7,110,829
26

(1,123,925)
(4)


5,986,904
22

(149,661)
-
222
-
9,497
-
(1,169,101)
(5)

1,865,097
7
2015
Amount
%
$ (12,522,077) (42)
(1,432,844) (5)

(6,640,492)
(22)
(20,595,413)
(69)
9,442,987 32

(827,812)
(3)

8,615,175
29
(457,275) (1)
(3,300)
-
64,980
-
1,463,992
5
(4,072,080) (14)
Percentage
Increase
(Decrease)






%

(9)

3
(4)
(6)
(25)
36
(31)

(67)
107
(85)
(180)

146
(Continued)

223

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized gain on cash flow
hedges

Share of the other comprehensive
income (loss) of associates and
joint ventures (Notes 4 and 14)
Income tax relating to items that
may be reclassified subsequently
to profit or loss (Notes 4 and 44)
Other comprehensive income for
the year, net of income tax

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of parent

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of parent

Non-controlling interests


EARNINGS PER SHARE (Note 45)
Basic
Diluted
2016
Amount
%
$ -
-

249,796
1

(3,805)

-

802,045

3

$ 6,788,949
25

$ 5,923,081
22

63,823

-

$ 5,986,904
22

$ 6,736,201
25

52,748

-

$ 6,788,949
25

$0.40
$0.40
2015
Amount
%
$ 20,659
-
(132,581)
-

(858)

-

(3,116,463)
(10)
$ 5,498,712
19
$ 8,528,231 29

86,944

-
$ 8,615,175
29
$ 5,415,879 18

82,833

1
$ 5,498,712
19
$0.58
$0.57
Percentage
Increase
(Decrease)









%
(100)
288
343
126
23
(31)
(27)
(31)
24
(36)
23

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

(Concluded)

224

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

==> picture [775 x 401] intentionally omitted <==

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
(In Thousands of New Taiwan Dollars, Except Per Share Amounts)
Equity Attributable to Owners of the Parent
Other Equity
Exchange
Differences on Unrealized Gains Total Equity
Capital Retained Earnings Translation of (Losses) on Unrealized Gains Attributable to
Advance Receipts Unappropriated Foreign Financial Available-for-sale (Losses) on Cash Owners of the Non-controlling
Common Stock for Capital Stock Capital Surplus Legal Reserve Special Reserve Earnings Statements Financial Assets Flow Hedges Others Treasury Shares Parent Interests Total Equity
BALANCE AT JANUARY 1, 2015 $ 153,438,493 $ 5,969 $ 590,923 $ 3,077,853 $ 1,123,858 $ 15,275,884 $ 201,379 $ (177,929) $ (20,659) $ (26,956) $ (3,298,709) $ 170,190,106 $ 5,833,601 $ 176,023,707
Appropriation of the 2014 earnings
Legal reserve - - - 1,083,622 - (1,083,622) - - - - - - - -
Cash dividends - NT$0.6 per share - - - - - (9,098,673 ) - - - - - (9,098,673 ) - (9,098,673 )
Special reserve reversed - - - - (358,817 ) 358,817 - - - - - - - -
- - - 1,083,622 (358,817 ) (9,823,478 ) - - - - - (9,098,673 ) - (9,098,673 )
Change in capital surplus from investments in
associates and joint ventures accounted for by
using the equity method - - 74 - - - - - - - - 74 - 74
Net profit for the year ended December 31, 2015 - - - - - 8,528,231 - - - - - 8,528,231 86,944 8,615,175
Other comprehensive income (loss) for the year
ended December 31, 2015, net of income tax - - - - - (394,917) 1,540,291 (4,278,385) 20,659 - - (3,112,352) (4,111 ) (3,116,463 )
Total comprehensive income for the year ended
December 31, 2015 - - - - - 8,133,314 1,540,291 (4,278,385 ) 20,659 - - 5,415,879 82,833 5,498,712
Buyback of ordinary shares - - - - - - - - - - (1,461,046 ) (1,461,046 ) - (1,461,046 )
Cancellation of treasury shares (2,425,650 ) - 42,642 - - - - - - - 2,383,008 - - -
Share-based payments 111,228 (4,599 ) 21,164 - - (5,076 ) - - - (5,231 ) - 117,486 - 117,486
Changes in non-controlling interest - - - - - - - - - - - - (2,309,522 ) (2,309,522 )
BALANCE AT DECEMBER 31, 2015 151,124,071 1,370 654,803 4,161,475 765,041 13,580,644 1,741,670 (4,456,314 ) - (32,187 ) (2,376,747 ) 165,163,826 3,606,912 168,770,738
Appropriation of the 2015 earnings
Legal reserve - - - 852,823 - (852,823 ) - - - - - - - -
Special reserve - - - - 2,463,255 (2,463,255) - - - - - - - -
Cash dividends - NT$0.5 per share - - - - - (7,487,006 ) - - - - - (7,487,006 ) - (7,487,006 )
- - - 852,823 2,463,255 (10,803,084 ) - - - - - (7,487,006 ) - (7,487,006 )
Other changes in capital surplus - - 161,616 - - - - - - - - 161,616 - 161,616
Net profit for the year ended December 31, 2016 - - - - - 5,923,081 - - - - - 5,923,081 63,823 5,986,904
Other comprehensive income (loss) for the year
ended December 31, 2016, net of income tax - - - - - (140,083 ) (1,247,293 ) 2,200,496 - - - 813,120 (11,075 ) 802,045
Total comprehensive income (loss) for the year
ended December 31, 2016 - - - - - 5,782,998 (1,247,293 ) 2,200,496 - - - 6,736,201 52,748 6,788,949
Buyback of ordinary shares - - - - - - - - - - (1,150,440 ) (1,150,440 ) - (1,150,440 )
Cancellation of treasury shares (1,430,100 ) - 279,660 - - - - - - - 1,150,440 - - -
Share-based payments 50,232 (1,360 ) 8,442 - - (4,370 ) - - - 10,976 - 63,920 - 63,920
Changes in non-controlling interests - - - - - - - - - - - - (50,739 ) (50,739 )
BALANCE AT DECEMBER 31, 2016 $ 149,744,203 $ 10 $ 1,104,521 $ 5,014,298 $ 3,228,296 $ 8,556,188 $ 494,377 $ (2,255,818 ) $ - $ (21,211 ) $ (2,376,747 ) $ 163,488,117 $ 3,608,921 $ 167,097,038
----- End of picture text -----

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

225

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Net profit before income tax

Adjustments to reconcile net profit
Depreciation expenses
Amortization expenses
Allowance (reversal of allowance) for bad debts and losses on
guarantees, net
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures
Gain on disposal of investments
Loss on financial asset impairment
Loss on nonfinancial asset impairment
Others
Changes in operating assets and liabilities
Due from the Central Bank and call loans to banks
Financial assets at fair value through profit or loss
Available-for-sale financial assets
Held to maturity financial assets
Securities purchased under resell agreements
Receivables
Discount and loans
Other financial assets
Other assets
Deposits from the Central Bank and banks
Financial liabilities at fair value through profit or loss
Notes and bonds issued under repurchase agreements
Payables
Deposits and remittances
Other financial liabilities
Other liabilities

Cash used in operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash used in operating activities
2016
$ 7,110,829
611,406
861,587
751,478
4,332,469
(11,391,971)
(2,065,858)
(331,612)
(2,236,142)
1,209,986
11,169
59,765
(16,049,616)
(1,500,017)
(34,665,406)
-
8,383,369
8,440,596
(34,717,956)
(6,718,352)
7,739,957
21,054,370
11,667,087
(51,425)
(265,630)
(9,860,168)
(612,823)

2,573,815

(45,659,093)
11,913,532
2,467,243
(3,962,446)
(401,824)

(35,642,588)
2015
$ 9,442,987

565,972

866,872

(329,789)

5,138,176

(14,245,989)

(2,337,235)

(435,855)

(2,390,902)

959,324

24,654

329,821

(6,777,108)

(6,602,272)

(46,514,008)

18,600,000

(7,557,179)

29,588,752

8,630,578

3,028,465

(16,405,473)

(2,656,379)

4,815,872

(13,214,738)

(3,113,832)

20,736,158

(41,228,391)

9,110,030

(51,971,489)

16,349,497

2,544,116

(5,401,226)

(1,955,475)

(40,434,577)
(Continued)

226

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets

Proceeds on sale of available-for-sale financial assets
Acquisition of debt investment with no active market
Proceeds on sale of debt investments with no active market
Acquisition of held-to-maturity financial assets
Proceeds from repayment of held-to-maturity financial assets
Acquisition of financial assets measured at cost
Proceeds on sale of financial assets measured at cost
Proceeds from capital return on financial assets measured at cost
Acquisition of equity-method investments
Acquisition of subsidiaries less cash received
Proceeds from capital return on equity method investments
Acquisition of property and equipment
Proceeds on sale of investment property
Others

Net cash generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase (decrease) in commercial paper payable
Proceeds from issue of corporate bonds
Repayments of corporate bonds
Repayments of bank debentures
Proceeds of long-term borrowings
Repayments of long-term borrowings
Cash dividends paid
Purchase of treasury shares
Changes in non-controlling interests
Others

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2016
$ (759,781)
1,747,754
(358,350)
941,171
-
102,564
(2,144,792)
3,599,320
617,303
(1,934,003)
(149,740)
10,012
(515,995)
6,198
(200,065)

961,596

(2,963,850)
4,410,595
-
(1,006,520)
-
4,359,250
(3,326,401)
(7,487,006)
(1,150,440)
(18,472)
17,903

(7,164,941)

(578,112)

(42,424,045)
135,637,871

$ 93,213,826
2015
$ (22,201,876)
135,568,226

-

999,992

(402,564)

190,000

(1,803,767)

9,481,566

184,438

(1,849,914)

49,184

1,821,464

(828,564)

261,578

657,773
122,127,536

(11,752,792)

(785,843)

15,000,000

(11,100,000)

(10,000,000)

-

(1,642,395)

(9,098,673)

(1,461,046)

(198,142)

(166,175)

(31,205,066)

298,982

50,786,875

84,850,996
$ 135,637,871

(Continued)

227

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets as of December 31, 2016 and 2015:

Cash and cash equivalents in consolidated balance sheets
Due from the Central Bank and call loans to banks which qualify as cash
and cash equivalents as defined of in IAS 7
Securities purchased under agreements to resell which qualify as cash and
cash equivalents as defined of in IAS 7
Cash and cash equivalents in consolidated statements of cash flows
December 31 December 31


2016
$ 28,312,347
35,018,321
29,883,158

$ 93,213,826
2015
$ 25,090,329

66,308,658

44,238,884
$ 135,637,871

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

228

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

The Corporation was established by CDIB Capital Group through a share swap on December 28, 2001 made under the Financial Holding Company Act and related regulations. CDIB Capital Group became a wholly owned subsidiary of the Corporation after the share swap.

The Corporation acquired First Taiwan Securities Corporation (First Taiwan) and Grand Cathay Securities Corporation (Grand Cathay) through a share swap on November 8, 2002. The effective date of the merger between Grand Cathay and First Taiwan was December 31, 2003. Grand Cathay was the survivor company after the merger.

On April 30, 2012, the Corporation’s board of the directors approved the acquisition of 100% shares of KGI Securities through a tender offer. The Corporation acquired 81.73% of KGI Securities’ shares (totaling 2,672,420 thousand shares) during the public tender offer period. On September 28, 2012, the Corporation’s shareholders resolved to acquire KGI Securities’ remaining 18.27% shares through a share swap and completed on January 18, 2013. Thus, KGI Securities is a 100% subsidiary of the Corporation. The effective date of the merger between KGI Securities and Grand Cathay was June 22, 2013. KGI Securities was the survivor company after the merger.

On April 8, 2014, the Corporation’s shareholders resolved to acquire KGI Bank through a share swap. Each KGI Bank share was exchanged for 0.2 shares of the newly issued common stock of the Corporation plus NT$13.4 cash of KGI Bank’s stock price on September 15, 2014. Thus, KGI Bank became the Corporation’s wholly owned subsidiary.

The Corporation invests in and manages the businesses of finance-related institutions and investees.

The Corporation’s shares have been listed on the Taiwan Stock Exchange (TSE).

CDIB Capital Group was incorporated under the Company Act and relevant regulations and started operations on May 14, 1959. Effective January 1, 1999, CDIB Capital Group was converted from a trust corporation into an industrial bank under government approval.

On March 2 and April 13, 2015, CDIB Capital Group’s board of the directors of CDIB Capital Group approved the transfer to KGI Bank of (a) all assets and liabilities associated with the commercial banking business of CDIB Capital Group and (b) CDIB Capital Group’s holdings of shares in CDIB Capital Group’s leasing subsidiaries and in the Taiwan Financial Asset Service Corporation in accordance with Article 185 of Company Act and Article 27 of Business Mergers and Acquisitions Act. On April 16, 2015, the transaction was approved by the Financial Supervisory Commission with Official Letter No. 10400053521, and the chairman was authorized by the board of directors to approve May 1, 2015 as the date of business transfer.

229

Before the transfer of business, CDIB Capital Group’s industrial banking operations included certain deposit-taking, lending, investment, bank debenture issuing, securities underwriting, domestic and foreign exchange, guarantee provision, letter of credit issuing, receivable acquisition, government bond purchasing, trust operations, offshore banking, transacting derivative financial instruments and other activities under the authority approval. After the transfer of business, CDIB Capital Group’s industrial banking operations included securities investment, investment, financial related business, venture capital and other activities approved by the authorities.

On January 19, 2017, under the approval of the board of directors who had been authorized to exercise the rights on behalf of the shareholders’ meeting, China Development Industrial Bank was converted and the name became CDIB Capital Group. The date of conversion was March 15, 2017, and the CDIB Capital Group will continue to expand its assets management business. The FSC approved the conversion on March 10, 2017 with Official Letter No. 1600025880.

KGI Securities was established on September 14, 1988. It merged with Jen-Hsin Securities Co., Ltd., Ta Ya Securities Co., Ltd., and Feng Yuan Securities Co., Ltd. in 2002; with Tai-Yu Securities Co., Ltd. in 2003, with Taishin Securities Co., Ltd. in 2009 and with Grand Cathay in 2013. The survivor entity in all these mergers was KGI Securities. As of December 31, 2016, KGI Securities had a head office and 83 branches which included head office.

KGI Securities operates as a securities underwriter, dealer, broker, future trading, future dealer, trust, wealth management, offshore securities and other related business as approved by authorities.

KGI Bank was established on January 14, 1992. As of December 31, 2016, KGI Bank had a main office, international banking department, a trust department, various business departments, an offshore banking unit (OBU), and 51 domestic branches.

KGI Bank engages in banking operations are regulated under the banking Act.

For more information on the organization and business of the consolidated entities, please refer to Table 8 (attached).

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were reported to the board of directors and issue on March 27, 2017.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Amendments to the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC for application starting from 2017

Order No. 10610000830 and Order No. 1050026834 issued by the FSC stipulated that starting January 1, 2017, the Group should apply the amendments to the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies and the IFRS, IAS, IFRIC and SIC (collectively, the IFRSs) issued by the IASB and endorsed by the FSC for application starting from 2017.

230

New, Amended or Revised Standards and Interpretations
(the New IFRSs)
Annual Improvements to IFRSs 2010-2012 Cycle
Annual Improvements to IFRSs 2011-2013 Cycle
Annual Improvements to IFRSs 2012-2014 Cycle
Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities:
Applying the Consolidation Exception”
Amendment to IFRS 11 “Accounting for Acquisitions of Interests in
Joint Operations”
IFRS 14 “Regulatory Deferral Accounts”
Amendment to IAS 1 “Disclosure Initiative”
Amendments to IAS 16 and IAS 38 “Clarification of Acceptable
Methods of Depreciation and Amortization”
Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”
Amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”
Amendment to IAS 36 “Impairment of Assets: Recoverable Amount
Disclosures for Non-financial Assets”
Amendment to IAS 39 “Novation of Derivatives and Continuation of
Hedge Accounting”
IFRIC 21 “Levies”
Effective Date
Announced by IASB (Note 1)
July 1, 2014 (Note 2)
July 1, 2014
January 1, 2016 (Note 3)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2014
January 1, 2014
January 1, 2014
  • Note 1: Unless stated otherwise, the above New or amended IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 2 applies to share-based payment transactions with grant date on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations with acquisition date on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.

  • Note 3: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are effective for annual periods beginning on or after January 1, 2016.

The initial application in 2017 of the above IFRSs and related amendments to the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies would not have any material impact on the Group’s accounting policies, except for the following:

  • 1) Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

The amendment clarifies that the recoverable amount of an asset or a cash-generating unit is disclosed only when an impairment loss on the asset has been recognized or reversed during the period. Furthermore, if the recoverable amount of an item of property, plant and equipment for which impairment loss has been recognized or reversed is fair value less costs of disposal, the Corporation and its subsidiaries are required to disclose the fair value hierarchy. If the fair value measurements are categorized within Level 2 or Level 3, the valuation technique and key assumptions used to measure the fair value are disclosed. The discount rate used is disclosed if such fair value less costs of disposal is measured by using present value technique. The amendment will be applied retrospectively in 2017.

231

2) IFRIC 21 “Levies”

IFRIC 21 provides guidance on when to recognize a liability for a levy imposed by a government. It addresses the accounting for a liability whose timing and amount is certain and the accounting for a provision whose timing or amount is not certain. The Group accrues related liability when the transaction or activity that triggers the payment of the levy occurs. Therefore, if the obligating event occurs over a period of time (such as generation of revenue over a period of time), the liability is recognized progressively. If an obligation to pay a levy is triggered upon reaching a minimum threshold (such as a minimum amount of revenue or sales generated), the liability is recognized when that minimum threshold is reached.

3) Annual Improvements to IFRSs: 2010-2012 Cycle

The amended IFRS 8 requires an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have “similar economic characteristics”. The amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segments’ assets are regularly provided to the chief operating decision-maker. When the amended IFRS 8 becomes effective in 2017, the Group will elect to measure the fair value of those contracts on a net basis retrospectively.

When the amended IFRS 13 becomes effective in 2017, the short-term receivables and payables with no stated interest rate will be measured at their invoice amounts without discounting, if the effect of not discounting is immaterial.

4) Annual Improvements to IFRSs: 2011-2013 Cycle

The scope in IFRS 13 of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis was amended to clarify that it includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.

IAS 40 was amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive and application of both standards may be required to determine whether the investment property acquired is acquisition of an asset or a business combination. The amendment will be applied prospectively to acquisitions of investment property on or after January 1, 2017.

  • 5) Amendments to the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies

The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed by the FSC for application starting from 2017. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.

The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Group are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Group has significant transaction.

232

The amendments also require additional disclosure if there is a significant difference between the actual operation after business combination and the expected benefit on acquisition date.

The disclosures of related party transactions and impairment of goodwill will be enhanced when the above amendments are retrospectively applied in 2017.

Except for the above impacts, as of the date the consolidated financial statements were authorized for issue, the Group continues assessing other possible impacts that application of the aforementioned amendments and the related amendments to the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies will have on the Group’s financial position and financial performance, and will disclose these other impacts when the assessment is completed. The above new, amended and revised standards or interpretations have no significant impact on the Group.

  • b. New IFRSs in issue but not yet endorsed by the FSC

The Group has not applied the following IFRSs issued by the IASB but not yet endorsed by the FSC.

The FSC announced that the Group should apply IFRS 9 and IFRS 15 starting January 1, 2018. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced the effective dates of other new IFRSs.

New IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle
Amendment to IFRS 2 “Classification and Measurement of
Share-based Payment Transactions”
IFRS 9 “Financial Instruments”
Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of
IFRS 9 and Transition Disclosures”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”
IFRS 15 “Revenue from Contracts with Customers”
Amendments to IFRS 15 “Clarifications to IFRS 15 Revenue from
Contracts with Customers”
IFRS 16 “Leases”
Amendment to IAS 7 “Disclosure Initiative”
Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”
Amendments to IAS 40 “Transfers of investment property”
IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by IASB
(Note 3)
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.

  • Note 3: In June 2015, IASB has decided to postpone the application of IFRS 10 and IAS 28 which issued in September 2014. Early application is permitted.

233

  • 1) IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

  • b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains or losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

The impairment of financial assets

IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

234

Transition

Financial instruments that have been derecognized prior to the effective date of IFRS 9 cannot be reversed to apply IFRS 9 when it becomes effective. Under IFRS 9, the requirements for classification, measurement and impairment of financial assets are applied retrospectively with the difference between the previous carrying amount and the carrying amount at the date of initial application recognized in the current period and restatement of prior periods is not required. The requirements for general hedge accounting shall be applied prospectively and the accounting for hedging options shall be applied retrospectively.

  • 2) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

The amendments stipulated that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses control of a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting from the transaction is recognized in full.

Conversely, when the Group sells or contributes assets that do not constitute a business to an associate, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate, i.e. the Group’s share of the gain or loss is eliminated. Also, when the Group loses control of a subsidiary that does not contain a business but retains significant influence or joint control in an associate, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate, i.e. the Group’s share of the gain or loss is eliminated.

  • 3) IFRS 15 “Revenue from Contracts with Customers”

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersedes IAS 18 “Revenue”.

When applying IFRS 15, an entity shall recognize revenue by applying the following steps:

  • Identify the contract with the customer;

  • Identify the performance obligations in the contract;

  • Determine the transaction price;

  • Allocate the transaction price to the performance obligations in the contracts; and

  • Recognize revenue when the entity satisfies a performance obligation.

When IFRS 15 is effective, an entity may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.

  • 4) IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

235

Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.

The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.

When IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.

  • 5) Amendments to IAS 12 “Recognition of Deferred Tax Assets for Unrealized Losses”

The amendment clarifies that the difference between the carrying amount of the debt instrument measured at fair value and its tax base gives rise to a temporary difference, even though there are unrealized losses on that asset, irrespective of whether the Group expects to recover the carrying amount of the debt instrument by sale or by holding it and collecting contractual cash flows.

In addition, in determining whether to recognize a deferred tax asset, the Group should assess a deductible temporary difference in combination with all of its other deductible temporary differences, unless the tax law restricts the utilization of losses to deduction against income of a specific type, in which case, a deductible temporary difference is assessed in combination only with other deductible temporary differences of the appropriate type. The amendment also stipulates that, when determining whether to recognize a deferred tax asset, the estimate of probable future taxable profit may include some of the Group’s assets for more than their carrying amount if there is sufficient evidence that it is probable that the Group will achieve this, and that the estimate for future taxable profit should exclude tax deductions resulting from the reversal of deductible temporary differences.

  • 6) Annual Improvements to IFRSs 2014-2016 Cycle

Several standards, including IFRS 12 “Disclosure of Interests in Other Entities” and IAS 28 “Investments in Associates and Joint Ventures,” were amended in this annual improvement.

The amendment to IFRS 12 clarified that when an entity’s interest in a subsidiary, a joint venture or an associate is classified as held for sale or is included in a disposal group that is classified as held for sale, the entity is not required to disclose summarized financial information of that subsidiary, joint venture or associate in accordance with IFRS 12.

The amendment to IAS 28 clarified that when an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, or a unit trust or similar entities (including investment-linked insurance funds), the Group may elect to measure that investment at fair value through profit or loss. The Group shall make this election separately for each associate or joint venture at the initial recognition of the associate or joint venture.

236

Furthermore, the amendment to IAS 28 clarified that when the Group (non-investment entity) applies the equity method to account for investment in an associate or a joint venture that is an investment entity, the Group may elect to retain the fair value of the investment in subsidiaries of the investment entity associate or joint venture. The election should be made separately for each investment entity associate or joint venture, at the later of the date (a) the investment entity associate or joint venture is initially recognized, (b) the associate or joint venture becomes an investment entity, or (c) the investment entity associate or joint venture first becomes a parent.

The Group shall apply the aforementioned amendments retrospectively.

7) Amendments to IAS 40 “Transfers of Investment Property”

The amendments clarify that the Group should transfer to, or from, investment property when, and only when, the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. In isolation, a change in management’s intentions for the use of a property does not provide evidence of a change in use. The amendments also clarify that the evidence of the change in use is not limited to those illustrated in IAS 40.

The Group may elect to apply the amendments prospectively and reclassify the property as required to reflect the conditions that exist at the date of initial application. Any adjustment to the carrying amount upon reclassification is recognized in the opening balance of investment property’s book value at that date. The Group is also required to disclose the reclassified amounts and such amounts should be included in the reconciliation of the carrying amount of investment property. Alternatively, the Group may elect to apply the amendments retrospectively if, and only if, that is possible without the use of hindsight.

8) IFRIC 22 “Foreign Currency Transactions and Advance Consideration”

IAS 21 stipulated that a foreign currency transaction shall be recorded on initial recognition in the functional currency by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. IFRIC 22 further explains that the date of the transaction is the date on which an entity recognizes a non-monetary asset or non-monetary liability from payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine the date of the transaction for each payment or receipt of advance consideration.

The Group shall apply IFRIC 22 either retrospectively or prospectively to all assets, expenses and income in the scope of the Interpretation initially recognized on or after (a) the beginning of the reporting period in which the entity first applies IFRIC 22, or (b) the beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies IFRIC 22.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

237

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The accompanying consolidated financial statements have been prepared in conformity with Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reporting by Futures Commission Merchants, Regulations Governing the Preparation of Financial Reports by Securities Issuers, “IFRSs” as endorsed and issued by the FSC.

Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The operating cycle in the banking industry cannot be reasonably identified; thus, asset and liability accounts included in the consolidated financial statements of CDIB Capital Group and KGI Bank were not classified as current or noncurrent. Nevertheless, these accounts were properly categorized in accordance with the nature of each account and sequenced according to their liquidity. Except as stated above, unrestricted cash and cash equivalents and other assets to be converted into cash or consumed within one year are classified as current. Properties, intangible assets and other noncurrent assets are classified as noncurrent. Liabilities to be liquidated or settled within one year are classified as current. All other liabilities are classified as noncurrent. The banking industry accounts, however, make up a large portion of the consolidated financial statements. Thus, all the consolidated accounts were categorized according to the nature of each account and sequenced by their liquidity rather than classified as current or noncurrent assets/liabilities.

Principles for Preparing Consolidated Financial Statements

The consolidated financial report includes the financial reports of the Group, and the accounting policies are applied consistently. All significant intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

The functional currency of the Corporation is the New Taiwan dollar, and the consolidated financial statements are presented in New Taiwan dollars.

As of December 31, 2016 and 2015, the consolidated entities included in the consolidated financial statements included 70 and 73 companies, respectively (please refer to the attached Tables 8).

Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date (i.e., the day when the Group obtains control) fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

238

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree, the excess are recognized immediately in profit or loss as a bargain purchase gain.

Non-controlling interests may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis.

Foreign Currencies

The Group recognizes at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period occurred.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Nonmonetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income (attributed to the shareholders of the parent company and non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Cash and Cash Equivalents

Cash and cash equivalents include commercial paper and time deposits with maturities of three months or less from the date of acquisition and future excess margin are classified as cash equivalents. Their carrying amounts are similar to fair value.

Investments in Associates

An associate is an entity over which the Group has significant influence and that is not a subsidiary.

239

The Group uses the equity method to account for their investments in associates.

Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of the associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate and joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates and joint ventures. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which it ceases to have significant influence over the associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

Financial Instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

240

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

  • a. Financial assets and liabilities

All regular way purchases or sales of financial assets and liabilities are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

  • 1) Measurement category

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

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

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

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

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

  • iii. The contract contains one or more embedded derivatives so that the entire hybrid (combined) contract can be designated as at fair value through profit or loss.

Financial assets or liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset. Other financial liabilities are measured at amortized cost using the effective interest method. Fair value is determined in the manner described in Note 52.

Investments in equity instruments under financial assets at fair value through profit or loss that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are subsequently measured at cost less any identified impairment loss at the end of each reporting period and are recognized in a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in profit or loss.

241

b) Held-to-maturity financial assets

Non-derivative financial assets with fixed or determinable payments and the Group has a positive intent and ability to hold to maturity are classified as held-to-maturity financial assets. Subsequent to initial measurement, held-to-maturity financial assets are recorded at amortized cost less impairment.

  • c) Available-for-sale financial assets

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

Available-for-sale financial assets are measured at fair value. Changes in the carrying amount of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and accumulated under the heading of investments revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss that previously accumulated in the investments revaluation reserve is reclassified to profit or loss.

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

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

d) Loans and receivables

Loans and receivables are initially recognized at its fair value, which is usually the transaction price, plus significant transaction costs, service fees paid or received premiums or discounts, etc. After initial recognition, loans and receivables shall be measured subsequently using the effective interest method in accordance with related rules. If the effect of discounting is not significant, the loans and receivables can be measured at initial undiscounted value in accordance with Regulations Governing the Preparation of Financial Reports by Financial Holding Companies.

  • 2) Margin loans and stock loans

“Receivable amount for margin loans” is the margin loans extended to the customers to buy securities. The securities bought by the customers are held as pledges on the loan provided, and these securities are recorded as “securities deposited by customers” using memo entries.

The securities refinance customer loans from securities finance companies, and the related amount is recorded as “refinancing borrowings” and is pledged with the underlying securities bought by the customers.

242

The subsidiaries of the Corporation provide financing to customers for the short sale of pledged securities from margin loans or short sale of securities borrowed from securities finance companies. The proceeds from short sale of securities borrowed by customers, net of commissions and securities transaction tax, are retained by the subsidiaries and recorded as “deposit payable for securities financing.” In addition, the Securities and Futures Bureau (SFB), Financial Supervisory Commission, Executive Yuan, ROC requires that customers should make a guarantee deposit to the subsidiaries or provide securities in lieu of cash deposit, which are recorded as “securities financing guarantee deposit.”

  • 3) Guarantee deposits received on futures contracts and customers’ equity accounts - futures

Margin deposit received from client is debited to “guarantee deposits received on futures contracts” and credited to “customers’ equity accounts - futures” for futures transactions as required by the regulations. Margin deposit balances are calculated daily by marking to market the open positions of each customer and determining the required margin levels. The debit balance of “customers’ equity accounts - futures” which results from losses on futures transactions in excess of the margin deposit, is recorded as “accounts receivable - futures guarantee deposits.” Customer’s equity accounts - futures cannot be offset unless these accounts pertain to the same customers.

  • 4) Impairment of financial assets

  • a) Financial assets measured at amortized cost

The Group’s discounts and loans, held-to-maturity financial assets, accounts receivable, interest receivable, acquired loans, and other receivables are assessed for impairment at each balance sheet date and considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the above credit losses, the estimated future cash flows of the asset have been affected. Loans and receivables that are assessed as not impaired individually are further assessed for impairment on a collective basis.

For financial assets measured at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows (reflected the effect of collateral), discounted at the financial asset’s original effective interest rate.

Based on the Regulatory Governing the procedures for Banking Industry to evaluate Assets and Deal with Non-performing/Non-annual loans issued by the Ministry of Finance (MOF), credit assets classified as normal (this balance should be net of the balance of borrowings by ROC government agencies from the Corporation), special mention, substandard, with doubtful collectability and uncollectable or loss incurring are evaluated on the basis of the borrowers’/clients’ financial condition and delinquency record on interest payments.

The assets mentioned above have allowances at 1%, 2%, 10% and 50%, respectively, of outstanding credit. The minimum allowance for doubtful accounts and guarantees is equal to the book value of the above listed. The doubtful accounts of credit cards receivables are evaluated on the basis of Regulations Governing Institutions Engaging In Credit Card Business.

Based on the Order No. 10300329440 issued by the FSC, for the Group to have an enhanced risk coverage toward collateral exposures in Mainland China, the minimum provision for the loan loss reserve is 1.5% of the mortgage and construction loans that have been classified as normal assets before 2016. Based on the Order No. 10410001840 issued by the FSC, for the Group to have an enhanced control of the exposure to the risk in Mainland China, the minimum provision for the loan loss reserve is 1.5% of the credit include short-term trade finance that were granted to companies based in Mainland China before 2015 and classified as normal assets.

243

Credits from CDIB Capital Group and KGI Bank deemed uncollectable which is estimated by possibility of collection and collateral value may be written off under the approval of the board of directors.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

  • b) Available-for-sale financial asset

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

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

  • c) Financial assets measured at cost

When objective evidences indicate that financial assets measured at cost are impaired, the amount of the loss is recognized as “loss on asset impairment’ and cannot be reversed.

5) Derecognition of financial assets or liabilities

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party; and derecognize a financial liability when obligations are discharged, cancelled or they expire.

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

b. Derivative financial instruments

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

Derivatives embedded in nonderivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts, and the contracts are not measured at fair value through profit or loss.

244

Hedge Accounting

Derivatives designated as hedging instruments are measured at their fair values, and changes in fair values are recognized as either income (loss) for the current year or other comprehensive income, depending on the nature of the risks being hedged.

Use of derivatives instruments primarily as cash flow hedge, i.e., as risk management tools for hedging interest rate. At the start of the hedge, there must be formal designation and documentation of the hedging relationship, goals of risk management, strategy for undertaking the hedge, the hedging instrument, the hedged items, overall risk management objectives and strategies and a description of how the Group will assess the hedging instrument effectiveness.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss and is included in the other gains and losses line item.

If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment in the same period or periods during which the hedged forecast cash flows affect profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a nonfinancial asset or a nonfinancial liability, the associated gains and losses that were recognized in other comprehensive income are removed and are included in the initial cost of the nonfinancial asset or nonfinancial liability.

Hedge accounting is discontinued prospectively when the Corporation revokes the designated hedging relationship, or when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer meets the criteria for hedge accounting. The cumulative gain or loss on the hedging instrument that has been previously recognized in other comprehensive income from the period when the hedge was effective remains separately in equity until the forecast transaction occurs. When the forecast transaction is ultimately recognized in profit or loss, the associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss or are included in the initial cost of the nonfinancial asset or nonfinancial liability. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

Securities Purchased and Sold Under Resell and Repurchase Agreements

For securities purchased under resell agreements, the payment to a counter-party is treated as a financing transaction. For securities sold under repurchase agreements, the payment by a counter-party and the related interest revenue or interest expense are recognized on the accrual basis.

Property and Equipment

Property and equipment are stated at cost, less subsequent accumulated depreciation and subsequent accumulated impairment loss when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

245

Investment Properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

Collaterals Assumed

Collaterals assumed (recognized as other assets) are recorded at cost, which includes the price and the expenditure for placing the collateral in a position to be sold, and are evaluated at their fair value as of the end of the period. An impairment loss is recognized when the cost of collaterals exceeds the fair value.

Intangible Assets

  • a. Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Group expects to dispose of the intangible asset before the end of its economic life. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • b. Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • c. Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss.

Nonfinancial Asset Impairment

The Group evaluates the possibility of impairment loss on nonfinancial assets as of the balance sheet date. If there is sufficient objective evidence of asset impairment, the Group recognizes an impairment whenever the recoverable amount of the asset or the cash-generating unit is below the carrying amount of an asset, and this impairment loss either is charged to accumulated impairment or reduces the carrying amount of an asset directly. After the recognition of an impairment loss, the depreciation (amortization) charged to the assets should be adjusted in future years at the revised asset carrying amount (net of accumulated impairment), less its salvage value, on a systematic basis over its remaining service life. If asset impairment loss (excluding goodwill) is reversed, the increase in the carrying amount resulting from reversal is credited to current income and debited to accumulated impairment or is used to increase the carrying amount of the asset. However, loss reversal should not be more than the carrying amount (net of depreciation) had the impairment not been recognized.

246

A cash-generating unit (“CGU”), which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill, then to the other assets of CGU pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence of one or more uncertain future events not wholly within the control of the entity, or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or because the amount of the obligation cannot be measured with sufficient reliability. The Group does not recognize contingent liabilities but disclose them in accordance with related rules instead.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence of one or more uncertain future events not wholly within the control of the entity. The Group does not recognize contingent assets but disclose them in accordance with related rules when the inflow of economic benefits is probable.

Employee Benefits

a. Short-term employee benefits

The undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in an accounting period is recognized in that period.

  • b. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses, (the effect of the changes to the asset ceiling) and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

247

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • c. Other long-term benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plan except that remeasurement is recognized in profit or loss.

Taxation

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

  • a. Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

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

The Corporation and its eligible subsidiaries use the linked-tax system in the filing of tax returns. The accounting treatment applied by the Group to the income tax is to adjust in the Corporation’s and its subsidiaries’ book by a prorated share amount the difference between the combined current/deferred taxes and the total of each Group member’s current/deferred taxes. Related payables and receivables are recorded in each of the Group members’ books.

Based on the “Basic Income Tax Act,” if the basic income tax is greater than the amount of regular income tax, the income tax payable should be the basic income tax. The incremental tax payable is recorded as current income tax expense.

b. Deferred tax

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits for research and development expenditures, and personnel training expenditures and equity investments acquisition to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

248

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expected, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • c. Current and deferred tax for the year

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

Revenue Recognition

Interest revenue arisen from credits are estimated on an accrual basis. All interest accrued shall be suspended from the date the loans are classified as nonperforming loans. Interest earned from nonperforming loans shall be recognized as interest income when the interest has been collected by the Group.

Service fee income is recognized when collected or when the majority of project is completed. Service fee income is received when loans and receivables are recognized. The service fee income which are caused by loans or receivables shall be recognized as interest revenue when they meet a suggested policy announced by the Bankers Association of the Republic of China. This policy requires an individual loan that meets the materiality criteria to have its effective interest rate be consistent with its interest revenue. Overall, the service fees shall be adjusted from the original agreed interest rate to the effective interest rate.

Revenue from rendering services - brokerage and underwriting commissions and fees, stock transaction agent fees, futures trading commissions and fees - is recognized on the basis of the stage of completion of related services as of the balance sheet dates.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income (expense) from operating leases is recognized on a straight-line basis over the term of the relevant lease unless another systematic basis is representative of the time pattern of the lessee’s benefit from the use (consumption) of the leased asset. Contingent rents arising under operating leases are recognized as an expense in the period in which they are incurred.

Share-based Payment Arrangements

Restricted shares for employees are measured at fair value on the date of grant, with a corresponding increase in capital surplus - restricted shares for employees.

The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of employee share options that will eventually vest, with a corresponding increase in capital surplus - employee share options.

249

When the share-based payment awards held by the employees of an acquiree (acquiree awards) are replaced by the Group’s share-based payment awards (replacement awards), both the acquiree awards and the replacement awards are measured in accordance with the market-based measure at the acquisition date. The portion of the replacement awards that is included in measuring the consideration transferred in a business combination equals the market-based measure of the acquiree awards multiplied by the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the acquiree award.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 4, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

  • a. Impairment loss on loans and receivables

The management reviews loan portfolios to assess impairment periodically. To determine whether an impairment loss should be recognized, the management exercises its judgments on whether there is any indication of impairment. For the purpose of impairment assessment, the management determines the expected future cash flows based on historical loss on assets with similar credit risks. The management also reviews periodically the methodology and assumptions adopted for both expected future cash flow and its timing to decrease the difference between estimated and actual amount of impairment.

  • b. Impairment of financial assets measured at cost

When financial assets with no active market and financial assets measured at cost are assessed based on indication of impairment, their impairment losses are calculated by the difference between the book value and estimated recoverable amount. Under such circumstances, the recoverable amount depends on the estimation of observable data and appropriate assumption; in the meantime, the management considers related market and industry situation to determine the reasonability of the assumption.

6. CASH AND CASH EQUIVALENTS

Cash in banks
Due from banks
Short-term transactions instruments with maturities of up to three
months
Cash on hand
Future excess margin
Others
December 31 December 31
2016
$ 18,662,103
4,386,202
2,352,369
1,247,909
1,044,184
619,580

$ 28,312,347
2015
$ 8,695,163

6,124,600

7,295,388

1,281,441

1,352,806

340,931
$ 25,090,329

250

Cash and cash equivalents as of December 31, 2016 and 2015 as shown in the consolidated statement of cash flows can be reconciled to the related items in the balance sheets as follows; please refer to the consolidated statement of cash flows for the reconciliation information.

7. DUE FROM THE CENTRAL BANK AND CALL LOANS TO BANKS

Due from the Central Bank
Call loans to banks
Deposit reserve - checking accounts
Deposit reserve - demand accounts
Due from the Central Bank - interbank settlement funds
Deposit reserve - foreign currencies
December 31 December 31
2016
$ 37,130,000
13,568,474
12,358,953
8,078,055
600,599
148,483

$ 71,884,564
2015
$ 44,020,000

32,785,506

2,791,414

6,675,432

700,828

152,104
$ 87,125,284

Under a directive issued by the Central Bank of the ROC, New Taiwan dollar (NTD) - denominated deposit reserve are determined monthly at prescribed rates based on average balance of the Bank’s deposits. Deposit reserve - demand account should not be used, except for adjusting the deposit reserve account monthly.

In addition, separate foreign-currency deposit reserves are determined at prescribed rates based on balances of foreign-currency deposits. These reserves may be withdrawn anytime at no interest.

For the certificates of deposit issued by the Central Bank of the ROC and pledged as collateral for day-term overdraft, please refer to Note 48.

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets held for trading
Derivative instrument
Currency swap contracts
Interest rate swap contracts
Option and futures contracts
Others
Non-derivative financial assets
Operating securities (Note 9)
Bank debentures
Convertible (exchangeable) corporate bonds
Commercial papers
Mutual funds
Government bonds
Corporate bonds
Others
December 31 December 31
2016
$ 11,634,089
10,239,924
4,184,386
2,161,953
55,752,957
20,819,329
3,121,853
2,797,870
2,522,042
2,370,197
1,979,093
159,338

117,743,031
2015
$ 11,267,269

5,450,351

4,739,031

818,022

69,315,807

33,176,658

2,184,662

-

6,673,779

1,033,332

2,370,073

406,224
137,435,208
(Continued)

251

Financial assets designated as at FVTPL
Government bonds
Others
Financial assets at FVTPL
Financial liabilities held for trading
Derivative instrument
Currency swap contracts
Interest rate swap contracts
Option and futures contracts
Structure products
Others
Non-derivative financial liabilities
Borrowed securities payable
Others
Financial liabilities designated as at FVTPL
Bank debentures payable
Structured products
Financial liabilities at FVTPL
December 31 December 31
2016
$ 39,174,578
2,362,493

41,537,071

$ 159,280,102

$ 11,275,914
10,947,600
5,769,857
451,452
2,278,179
5,484,802
2,361,581

38,569,385

11,892,012
1,103,869

12,995,881

$ 51,565,266
2015
$ 19,299,321

1,045,556

20,344,877
$ 157,780,085
$ 11,379,184

5,856,509

5,812,809

2,192,369

1,318,336

6,167,626

652,471

33,379,304

4,352,498

2,166,377

6,518,875
$ 39,898,179
(Concluded)

The Group’s trust contract of stock of Capital Securities Corporation. Please refer to Note 10.

As of December 31, 2016 and 2015, bank debentures issued by the Group designated as at FVTPL were as follows:

Bank Debenture
Number
04 KGIB 1

15 KGIB 1
P16KGIB 1
P16KGIB 2
P16KGIB 3

Valuation adjustments
December 31
Method of Paying Principles
Interest
2016
2015
Issuance Period
and Interests
Rate
$ - $ 1,050,000
May 18, 2006 -
May 18, 2016
Principal due on maturity;
interest payable annually
2.15%
3,421,574
3,504,996
March 24, 2015 -
March 24, 2045
(Note 1)
Principal due on maturity
0.00%
3,550,690
-
May 3, 2016 -
May 3, 2046
(Note 2)
Principal due on maturity
0.00%
3,550,690
-
May 27, 2016 -
May 27, 2046
(Note 2)
Principal due on maturity
0.00%
2,582,320

-

November 8, 2016 -
November 8, 2046
(Note 1)
Principal due on maturity
0.00%
13,105,274
4,554,996
(1,213,262)

(202,498)
$ 11,892,012
$ 4,352,498




2016
$ -
3,421,574
3,550,690
3,550,690
2,582,320


13,105,274
(1,213,262)

$ 11,892,012

Note 1: Base on 100% of the carry value of each bond principal plus the interest shall be payable early

252

redemption since the expiration of two year from the issue date (inclusive).

  • Note 2: Base on 100% of the carry value of each bond principal plus the interest shall be payable early redemption since the expiration of one year from the issue date (inclusive).

The contract (nominal) amounts of the Group’s outstanding derivative financial instruments as of December 31, 2016 and 2015 are summarized as follows:

Currency swap contracts
Interest rate swap contracts
Option and Futures contracts
Forward exchange contracts
Cross-currency swap contracts
Assets swap contracts
Structured note contracts
Credit default swap contracts
Non-deliverable forward contracts
Commodity swap
Equity derivative financial contracts
December 31
2016
2015
$ 1,240,148,072 $ 1,167,714,201
1,020,801,145
711,778,113
286,325,519
359,829,956
119,730,494
121,868,073
23,941,077
8,830,876
12,387,775
13,520,064
11,537,615
16,194,507
5,679,224
4,014,286
852,483
1,609,868
104,891
1,143,416
21,471
292,546

As of December 31, 2016 and 2015, financial assets held for trading with aggregate carrying values of $90,931,440 thousand and $94,464,703 thousand, respectively, had been sold under repurchase agreements (recognized as notes and bonds issued under repurchase agreements).

For the information on financial instruments at fair value through profit or loss pledged as collateral for the Group, please refer to Note 48.

9. OPERATING SECURITIES

Dealing
Oversea securities
Corporate bonds
Listed, OTC and emerging market stocks
Government bonds
Others
Underwriting
Listed and OTC stocks
Corporate bonds
Others
Hedge positions
Listed and OTC stocks
Oversea securities
Listed and OTC warrant
December 31 December 31
2016
$ 22,465,807
12,777,415
7,441,187
6,718,872
209,542

49,612,823

1,226,436
292,668
149,705

1,668,809

3,875,537
592,084
3,704

4,471,325

$ 55,752,957
2015
$ 16,811,666

15,273,953

7,601,755

23,270,235

988,365

63,945,974

863,517

677,226

-

1,540,743

2,715,104

1,085,737

28,249

3,829,090
$ 69,315,807

253

10. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Government bonds
Listed, OTC and emerging market stocks
Bank debentures
Corporate bonds
Others
December 31 December 31


2016
$ 65,878,067
21,758,314
13,051,597
5,161,140
509,947

$ 106,359,065
2015
$ 20,017,935

20,055,988

20,955,028

9,091,039

523,025
$ 70,643,015

As of December 31, 2016 and 2015, available-for-sale financial assets, with aggregate carrying values of $28,629,003 thousand and $25,014,339 thousand, respectively, had been sold under repurchase agreements (recognized as notes and bonds issued under repurchase agreements).

The Group signed a trust contract with China Trust Commercial Bank (CTBC) in August 2015, entrusting shares of Capital Securities Corporation to them. The trustee deals with the shares in accordance with the contract during the contract period.

For the information on available-for-sale financial assets pledged as collateral for the Group, please refer to Note 48.

11. SECURITIES PURCHASED UNDER RESELL AGREEMENTS

Bank debentures
Government bonds
Corporate bonds
Commercial papers
Resold amounts
Last maturity date
December 31 December 31



2016
$ 15,151,082
9,135,147
4,851,085
745,844

$ 29,883,158

$ 29,910,667

February 2017
2015
$ 3,882,273

10,512,947

2,813,252

35,413,781
$ 52,622,253
$ 52,622,018
March 2016

12. RECEIVABLES

Receivables on margin loans, refinancing margin and refinancing
deposits receivable
Receivable accounts for settlement
Accounts receivable factoring without recourse
Accounts receivable - forfeiting
December 31
2016
2015
$ 28,686,768 $ 36,440,846
17,058,010
13,879,169
9,590,021
1,234,873
7,912,584
26,685,120
(Continued)

254

Trading securities receivable
Settlement price
Lease receivables
Others
Less: Unrealized interest revenue
Allowance for bad debts
December 31 December 31



2016
$ 6,901,611
6,798,639
6,424,942
12,113,019

95,485,594
(378,214)
(2,917,166)

$ 92,190,214
2015
$ 2,728,739

3,026,676

7,462,931

12,823,986
104,282,340

(521,616)

(3,006,575)
$ 100,754,149
(Concluded)

The Group’s changes in allowance for bad debts of receivables were as follows:

Balance, January 1
Allowance
Loans reclassified to nonperforming loans
Write-off
Effect of exchange rate changes
Balance, December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 3,006,575

132,148
(1,790)
(183,720)

(36,047)

$ 2,917,166
2015
$ 3,085,451
165,672

(1,759)

(271,447)

28,658
$ 3,006,575

For the information on impairment loss analysis of receivables, please refer to Note 53.

The amount of receivables pledged as collateral for the Group please refer to Note 48.

13. DISCOUNTS AND LOANS

Short-term loans
Medium-term loans
Long-term loans
Loans reclassified to nonperforming loans
Export negotiations
Less: Allowance for bad debts
Less: Discounts on loans
December 31 December 31





2016
$ 60,824,456
152,145,653
42,061,948
708,046
139,441

255,879,544
(3,429,672)

(72,880)

$ 252,376,992
2015
$ 45,337,996
132,596,923

41,698,553

541,860

750,976
220,926,308

(3,115,696)

(30,284)
$ 217,780,328

255

The Group’s changes in allowance for bad debts of discounts and loans were as follows:

Balance, January 1
Allowance (reversal)
Recovery of written-off credits
Write-off
Reduction and exemption
Effects of exchange rate changes
Balance, December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 3,115,696

121,292
802,286
(563,785)
(31,610)

(14,207)

$ 3,429,672
2015
$ 3,447,239
(655,675)
1,137,538

(829,902)

(20,932)

37,428
$ 3,115,696

For the information on impairment loss analysis of discounts and loans, please refer to Note 53.

14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Associates that are not individually material:

CDIB & Partners Investment Holding Corporation
KGI Securities (Thailand) Public Company
Limited
CDIB Capital Asia Partners L.P.
CPEC Huachuang Private Equity Management
(Fujian) Enterprise (Limited Partnership)
CPEC Huachuang Private Management Equity
(Kunshan) Enterprise (Limited Partnership)
CDIB Biomedical Venture Capital Corporation
CDIB CME Fund Ltd.
Others
December 31 December 31 December 31
2016
Carrying
Amount
%
$ 4,988,044
34
2,160,555
35
2,109,639
-
1,165,320
-
960,603
-
582,599
34
568,380
40

140,664

$ 12,675,804
2015










Carrying
Amount
%
$ 4,765,852
34

2,059,804
35

1,314,206
-

667,550
-

585,700
-

584,514
34

576,143
40

221,896
$ 10,775,665

Summarized financial information in respect of the not individually material associates was set out below:

The Group’s share of:
Net profit for the year
Other comprehensive income (loss)
Total comprehensive income for the year
For the Year Ended For the Year Ended December 31


2016
$ 331,826

250,018

$ 581,844
2015
$ 444,114
(135,881)
$ 308,233

The investments accounted for by using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2016 and 2015 were based on the associates’ financial statements audited by the auditors.

There are no any investments under equity method was pledged as collateral.

256

15. INVOLVEMENT WITH UNCONSOLIDATED STRUCTURED ENTITIES

  • a. Investment in private equity fund

The Corporation’s subsidiaries have the equities of structured entities which the Corporation’s subsidiaries do not have significant influence but rights and obligations in accordance with the contract.

Investment in private equity fund
Financial assets measured at cost
Maximum exposure
December 31 December 31

2016
$ 6,135,403

$ 6,135,403
2015
$ 6,891,768
$ 6,891,768
  • b. Management on private equity fund

The Corporation’s subsidiaries have the equities of structured entities as well as the obligations to their investment and management. The Corporation’s subsidiaries have significant influence over the above investments.

The funds of unconsolidated structured entities are from the Corporation’s subsidiaries and external third parties.

Management on private equity fund
Total assets
Total liabilities
Investments accounted for using equity method
Maximum exposure
December 31
2016
2015
$ 15,250,696 $ 9,351,364
17,840
101,340
4,235,562
2,567,456
4,235,562
2,567,456

16. RESTRICTED ASSETS

Restricted demand deposits
Stocks
Accounts receivables
Checking accounts - restricted for agent’s stock transfer purposes
Impound account
Accrued revenue
Due from banks
December 31 December 31


2016
$ 27,519,235
149,392
105,831
62,566
48,012
35,879

13,009

$ 27,933,924
2015
$ 29,345,180

149,392

105,447

83,390

49,178

30,287

13,856
$ 29,776,730

The above restricted demand deposits refer to amounts received from clients for the securities brokerage business and the deposit guarantee for engaging in derivatives transactions from the Corporation’s subsidiaries in overseas.

257

After the filing of a certain civil action against Morgan Stanley & Co. International PLC (Morgan Stanley) (Note 49), CDIB Capital Group could not access the following funds in connection with transactions made with Morgan Stanley because of its unauthorized disposition: Accounts receivable, deposits, cash security on CDS contracts, available-for-sale stock investments and the related accrued revenue. Because of the inaccessibility of these funds, these financial assets reclassified as “restricted assets”.

For the information on restricted assets pledged as collateral for the Group, please refer to Note 48.

17. FINANCIAL ASSETS MEASURED AT COST

Unlisted stocks - common stock
Unlisted overseas partnership fund
Others
Classified according to financial asset measurement categories
Available-for-sale financial assets
Financial assets at FVTPL
December 31 December 31





2016
$ 7,818,874
6,135,403

5,537,485

$ 19,491,762

$ 18,043,472
1,448,290

$ 19,491,762
2015
$ 8,022,763

6,891,768

6,180,743
$ 21,095,274
$ 19,749,728

1,345,546
$ 21,095,274

CDIB Capital Group and subsidiaries disposed of certain financial assets measured at cost with carrying amount of $2,107,720 thousand and $7,551,693 thousand during the years ended December 31, 2016 and 2015, respectively, recognizing disposal gain of $1,521,450 thousand and $1,929,873 thousand, respectively.

18. OTHER FINANCIAL ASSETS

Guarantee deposits received on futures contracts
Time deposits with original maturities over three months
Debt instruments with no active market
Pledged time deposit
Others
December 31 December 31


2016
$ 36,201,863
5,573,703
2,083,503
744,223
190,022

$ 44,793,314
2015
$ 31,506,459

4,567,104

1,619,702

629,344

451,212
$ 38,773,821

For the information on other financial assets pledged as collateral for Group, please refer to Note 48.

258

19. INVESTMENT PROPERTY

Land
Buildings and facilities
The changes in the Group’s investment properties were as follows:
Cost
Beginning balance
Additions
Disposal
Reclassification
Ending balance
Accumulated depreciation
Beginning balance
Depreciation
Disposal
Reclassification
Ending balance
Accumulated impairment
Beginning balance
Reversal of impairment
Ending balance
Carrying amount
December 31 December 31
2016
2015
$ 1,879,859
$ 1,779,276

299,497

269,035
$ 2,179,356
$ 2,048,311
For the Year Ended December 31







2016
$ 2,682,688

31,152
(3,863)
128,029

2,838,006

(134,095)
(8,166)
415

(18,269)


(160,115)

(500,282)
1,747


(498,535)

$ 2,179,356
2015
$ 2,698,832
-

(11,527)

(4,617)

2,682,688

(126,765)

(8,577)
963

284

(134,095)

(501,361)

1,079

(500,282)
$ 2,048,311

The above items of investment property were depreciated on a straight-line basis at economics lives estimated as follows:

Buildings and facilities
Main building and parking spaces 20-60 years
Lifting equipment 15 years
Air-conditioning and electrical equipment 5-10 years
Fire and monitoring equipment 5 years

The fair values of the Group’s investment property as of December 31, 2016 and 2015 were $4,147,015 thousand and $3,622,323 thousand, respectively. Investment property was categorized into Level 3.

KGI Bank and subsidiaries, as well as CDIB Capital Group and subsidiaries, arrived at the fair value of their investment property by using reports of external appraisers that are not identified as related parties, and instead of evaluating by independent professional, the subsidiaries’ management other than KGI Bank and CDIB Capital Group of the Group apply valuation models which often used in markets as common practice in evaluating the remaining investment property; however, they used the models that market

259

participants would use in determining the fair value. Sales comparison approach compares a subject property’s characteristics with those of comparable properties which have recently sold in the similar transaction; Income approach takes the net operating income of the rent collected and divides it by the capitalization rate.

All of the Group’s investment property were held under freehold interests. The carrying amount of the investment properties that had been pledged by the Group to secure borrowings were reflected in Note 48.

20. PROPERTY AND EQUIPMENT

Land
Buildings and facilities
Computer equipment
Transportation equipment
Other equipment
Leasehold improvements
Leased assets
Prepayments for acquisition of properties
December 31 December 31



2016
$ 8,831,716
4,368,108
525,987
3,363
236,998
302,598

240,303

14,509,073

3,843

$ 14,512,916
2015
$ 8,915,396

4,554,334

488,401

21,424

256,935

247,471

231,352

14,715,313

1,847
$ 14,717,160

The changes in the Group’s property and equipment were as follows:

Cost
Balance at January 1, 2015

Additions
Disposals
Reclassification
Effects of changes on
consolidated subsidiaries
Effect of exchange rate changes

Balance at December 31, 2015

Accumulated depreciation and
impairment
Balance at January 1, 2015
Additions
Disposals
Reclassification
Effects of exchange rate changes

Balance at December 31, 2015

Balance at December 31, 2015,
net

Cost
Balance at January 1, 2016

Additions
Disposals
Reclassification
Effects of changes on
consolidated subsidiaries
Effect of exchange rate changes

Balance at December 31, 2016

Accumulated depreciation and
impairment
Balance at January 1, 2016
Additions
Disposals
Reclassification
Effects of changes on
consolidated subsidiaries
Effect of exchange rate changes

Balance at December 31, 2016

Balance at December 31, 2016,
net
Land
$ 8,918,315

-
-
1,338
-

-


8,919,653

(4,257 )
-
-
-

-


(4,257)

$ 8,915,396

$ 8,919,653

-
-
(81,846 )
-

-


8,837,807

(4,257 )
(1,834 )
-
-
-

-


(6,091)

$ 8,831,716
Buildings and
Facilities
$ 6,672,839

43,657
(25,740 )
26,074
-

-


6,716,830

(2,029,502 )
(157,508 )
24,799
(285 )

-


(2,162,496)

$ 4,554,334

$ 6,716,830

10,412
(64,244 )
(45,692 )
-

-


6,617,306

(2,162,496 )
(165,167 )
63,952
14,513
-

-


(2,249,198)

$ 4,368,108
Computer
Equipment

$ 2,208,253

280,415
(1,183,348 )
42,751
28,707

5,002


1,381,780

(1,894,032 )
(157,844 )
1,180,709
(17,862 )

(4,350)


(893,379)

$ 488,401

$ 1,381,780

196,294
(301,644 )
45,578
-

(12,100)


1,309,908

(893,379 )
(189,473 )
299,669
(5,621 )
-

4,883


(783,921)

$ 525,987
Transportation
Equipment
$ 152,589

13,016
(113,684 )
-
-

1,240


53,161

(134,664 )
(7,268 )
110,995
-

(800)


(31,737)

$ 21,424

$ 53,161

4,966
(17,048 )
(21,656 )
1,416

(103)


20,736

(31,737 )
(5,525 )
13,200
6,893
(236 )

32


(17,373)

$ 3,363
Other
Equipment
$ 2,184,723

46,138
(444,980 )
20,201
5,475

24,727


1,836,284

(1,913,806 )
(92,686 )
444,677
5,614

(23,148)


(1,579,349)

$ 256,935

$ 1,836,284

69,877
(111,355 )
(9,024 )
2,366

(17,776)


1,770,372

(1,579,349 )
(87,517 )
109,936
8,451
(396 )

15,501


(1,533,374)

$ 236,998
Leasehold
Improvements
$ 464,278

175,435
(30,790 )
46,004
4,407

11,441


670,775

(334,607 )
(100,394 )
27,106
(7,342 )

(8,067)


(423,304)

$ 247,471

$ 670,775

128,981
(96,769 )
30,981
-

(10,801)


723,167

(423,304 )
(98,362 )
95,678
(1,690 )
-

7,109


(420,569)

$ 302,598
Leased Assets
P
$ 149,728

206,938
(72,519 )
(15,216 )
-

-


268,931

(72,877 )
(41,695 )
65,605
11,388

-


(37,579)

$ 231,352

$ 268,931

80,826
(23,798 )
(2,883 )
-

-


323,076

(37,579 )
(55,362 )
8,064
2,104
-

-


(82,773)

$ 240,303
repayments for
Acquisition of
Properties
$ 26,829

62,965
(13,914 )
(74,033 )
-

-


1,847

-
-
-
-

-


-

$ 1,847

$ 1,847

24,639
(788 )
(21,742 )
-

(113)


3,843

-
-
-
-
-

-


-

$ 3,843
Total
$ 20,777,554
828,564
(1,884,975 )
47,119
38,589

42,410

19,849,261
(6,383,745 )
(557,395 )
1,853,891
(8,487 )

(36,365)

(5,132,101)
$ 14,717,160
$ 19,849,261
515,995
(615,646 )
(106,284 )
3,782

(40,893)

19,606,215
(5,132,101 )
(603,240 )
590,499
24,650
(632 )

27,525

(5,093,299)
$ 14,512,916

260

The above items of property and equipment were depreciated on a straight-line basis at economic lives estimated as follows:

Buildings and facilities
Main building and parking spaces 20-60 years
Lifting equipment 15 years
Air-conditioning and electrical equipment 5-10 years
Fire and monitoring equipment 4-5 years
Computer equipment 1-8 years
Transportation equipment 2-15 years
Other equipment
Office furniture and equipment 2-10 years
Others 10 years
Leasehold improvements 1-10 years
Leased assets 1-10 years

For the information on property and equipment pledged as collateral for the Group, please refer to Note 48.

21. INTANGIBLE ASSETS

Operation rights
Goodwill
Computer software
Others
December 31 December 31


2016
$ 5,527,201

1,895,744
489,037

36,396

$ 7,948,378
2015
$ 6,202,496
1,892,627
452,971

36,396
$ 8,584,490

The changes in the Group’s intangible assets were as follows:

Cost
Balance at January 1, 2015

Additions
Disposals
Reclassification
Effects of changes on consolidated
subsidiaries
Effects of exchange rate changes

Balance at December 31, 2015

Accumulated amortization and
impairment
Balance at January 1, 2015

Amortization
Disposals
Reclassification
Effects of exchange rate changes

Balance at December 31, 2015

Balance at December 31, 2015, net
Operation
Rights
$ 8,542,562

-
-
-
-

-


8,542,562

(1,657,926)
(682,140)
-
-

-

(2,340,066)

$ 6,202,496
Goodwill
$ 1,509,125

-
-
-
372,878

10,624


1,892,627

-
-
-
-

-


-

$ 1,892,627
Computer
Software
$ 946,684

129,072
(281,796)
28,903
-

(157)


822,706

(480,484)
(170,128)
281,083
(229)

23


(369,735)

$ 452,971
Others
$ 51,994
-
-
-
-

-


51,994

(15,598)
-
-
-

-


(15,598)

$ 36,396
Total
$ 11,050,365

129,072

(281,796)

28,903

372,878

10,467
11,309,889
(2,154,008)

(852,268)

281,083

(229)

23
(2,725,399)
$ 8,584,490
(Continued)

261

Cost
Balance at January 1, 2016

Additions
Disposals
Reclassification
Effects of exchange rate changes

Balance at December 31, 2016

Accumulated amortization and
impairment
Balance at January 1, 2016

Amortization
Disposals
Effects of exchange rate changes

Balance at December 31, 2016

Balance at December 31, 2016, net
Operation
Rights
$ 8,542,562

-
-
-

-


8,542,562

(2,340,066)
(675,295)
-

-

(3,015,361)

$ 5,527,201
Goodwill
$ 1,892,627

76,975
(12,502)
-

(61,356)


1,895,744

-
-
-

-


-

$ 1,895,744
Computer
Software
$ 822,706

199,448
(77,736)
8,001

(1,133)


951,286

(369,735)
(170,438)
77,547

377


(462,249)

$ 489,037
Others
$ 51,994
-
-
-

-


51,994

(15,598)
-
-

-


(15,598)

$ 36,396
Total
$ 11,309,889

276,423

(90,238)

8,001

(62,489)
11,441,586
(2,725,399)

(845,733)

77,547

377
(3,493,208)
$ 7,948,378
(Concluded)

The above items of intangible assets were amortized on a straight-line basis at economic lives estimated as follows:

Operation rights 7-20 years Computer software 3-6 years

22. OTHER ASSETS

Guarantee deposits paid
Security borrowing margins
Operating guarantee deposits
Prepaid expense
Settlement funds
Competitive bid transactions guarantee
Collaterals assumed
Collected for underwriting payment of shares
Others
December 31 December 31


2016
$ 9,401,359
2,810,965
1,417,056
987,651
527,293
419,426
149,650
123,770
471,245

$ 16,308,415
2015
$ 9,798,152

6,563,279

1,447,740

698,528

560,724

323,027

153,005

2,115,341

537,895
$ 22,197,691

As of December 31, 2016 and 2015, the above collaterals were net of accumulated impairment losses of $59,242 thousand and $58,674 thousand, respectively.

For the information on other assets pledged as collateral for the Group, please refer to Note 48.

262

23. DEPOSITS FROM THE CENTRAL BANK AND BANKS

Call loans from banks
Deposits from Chunghwa Post Co., Ltd.
December 31


2016
2015
$ 29,863,422 $ 8,797,670
1,215,347

1,226,729
$ 31,078,769
$ 10,024,399

24. NOTES AND BONDS ISSUED UNDER REPURCHASE AGREEMENTS

Bank debentures
Government bonds
Corporate bonds
Repurchased amounts
Last maturity date
December 31 December 31



2016
$ 51,255,621
44,361,659
23,943,163

$ 119,560,443

$ 119,817,493

March 2017
2015
$ 58,098,148

32,897,800

28,615,920
$ 119,611,868
$ 119,734,729
March 2016

25. COMMERCIAL PAPER PAYABLE

Commercial paper payable
Less: Unamortized discount
Rate
Last maturity date
December 31


2016
2015
$ 17,558,460 $ 13,149,834

(8,663)

(10,632)
$ 17,549,797
$ 13,139,202
0.48%-1.87%
0.43%-2.02%
October 2017
November 2016

As of December 31, 2016, China Bills Finance Corporation, Grand Bills Finance Corporation, Mega Bills Finance Corporation, Dah Chang Bills Finance Corporation, International Bills Finance Corporation, Far Eastern International Bank, Mega Bank, Taipei Star Bank, Ta Chong Bank, Taiwan Finance Corporation, Syndicated Loans issued by China Bills Finance Corporation, Ta Ching Finance Corporation, Union Bank of Taiwan, Taishin International Bank, Hua Nan Commercial Bank, Taiwan Business Bank, Sunny Bank, Taiwan Cooperative Bank, Shanghai Commercial Bank and Union Bills Finance Corporation guaranteed the above commercial paper. However, some commercial paper issued by the Group, which amounted to $8,185,474 thousand, had no guarantee.

263

As of December 31, 2015, Taipei Star Bank, Dah Chang Bills Finance Corporation, Ta Ching Finance Corporation, Mega Bank, Sunny Bank, Shanghai Commercial Bank, Taiwan Business Bank, Ta Chong Bank, Syndicated Loans issued by China Bills Finance Corporation, Mega Bills Finance Corporation, China Bills Finance Corporation, International Bills Finance Corporation, Taiwan Finance Corporation, Grand Bills Finance Corporation and Union Bills Finance Corporation guaranteed the above commercial paper. However, some commercial paper issued by the Group, which amounted to $9,595,100 thousand, had no guarantee.

26. PAYABLES

Accounts payable for settlement
Guaranteed price deposits received from securities borrowers
Accrued expenses
Settlement proceeds
Securities financing guarantee deposits
Others
December 31 December 31


2016
$ 35,954,518
10,869,488
3,528,890
2,875,364
2,681,255

4,427,813

$ 60,337,328
2015
$ 29,449,576

13,780,419

3,742,613

1,863,332

3,377,214

4,938,890
$ 57,152,044

27. DEPOSITS AND REMITTANCES

Time deposits
Saving deposits
Demand deposits
Checking deposits
Negotiable CDs
Inward remittance
December 31 December 31


2016
$ 182,288,180
98,220,082
29,969,608
2,853,653
1,896,300
224,141

$ 315,451,964
2015
$ 211,950,211

88,713,219

23,496,448

1,040,422

100,700

11,132
$ 325,312,132

28. BONDS PAYABLE

Corporate bonds payable
Bank debentures payable
December 31 December 31


2016
$ 25,000,000
2,684,236

$ 27,684,236
2015
$ 26,006,520

2,612,172
$ 28,618,692

264

Corporate Bonds Payable

1st corporate bonds in 2009 - the Corporation 1st corporate bonds in 2011 - the Corporation 1st corporate bonds in 2013 - the Corporation 1st corporate bonds in 2014 - the Corporation 1st corporate bonds in 2015 - the Corporation 1st corporate bonds in 2014 - KGI Securities 1st corporate bonds in 2015 - KGI Securities

Fair value

December 31 December 31



2016
$ 1,000,000
6,000,000
3,000,000
6,000,000
2,000,000
-

7,000,000

$ 25,000,000

$ 25,314,561
2015
$ 1,000,000

6,000,000

3,000,000

6,000,000

2,000,000

1,006,520

7,000,000
$ 26,006,520
$ 26,469,816

In March 2010, the Corporation issued $6,000,000 thousand of 1st unsecured corporate bonds in 2009 with par value of $1,000 thousand. The bond terms were as follows:

  • a. Issue period:

Bond A: Five years. Bond B: Seven years.

  • b. Issue coupon/interest rate:

Bond A: 1.80% fixed annual interest rate. Bond B: 2.00% fixed annual interest rate.

  • c. Method of paying principal and interest:

Principal due on maturity; simple interest payable annually.

  • d. Pledged: Negative.

Bond A will mature in March 2015 and Bond B will mature in March 2017.

In March 2012, the Corporation issued $6,000,000 thousand of 1st unsecured corporate bonds in 2011 with par value of $1,000 thousand. The bond terms were as follows:

  • a. Issue period:

Bond A: Five years. Bond B: Seven years.

  • b. Issue coupon/interest rate:

Bond A: 1.32% fixed annual interest rate. Bond B: 1.42% fixed annual interest rate.

  • c. Method of paying principal and interest:

Principal due on maturity; simple interest payable annually.

265

  • d. Pledged: Negative.

Bond A will mature in March 2017 and Bond B will mature in March 2019.

In May 2013, the Corporation issued $3,000,000 thousand of 1st unsecured corporate bonds in 2013 with par value of $1,000 thousand. The bond terms were as follows:

  • a. Issue period: Five years.

  • b. Issue coupon/interest rate: 1.37% fixed annual interest rate.

  • c. Method of paying principal and interests:

Principal due on maturity; simple interest payable annually.

  • d. Pledged: Negative.

The bonds will mature in May 2018.

In March 2015, the Corporation issued $6,000,000 thousand of 1st unsecured corporate bonds in 2014 with par value of $1,000 thousand. The bond terms were as follows:

  • a. Issue period: Five years.

  • b. Issue coupon/interest rate: 1.42% fixed annual interest rate.

  • c. Method of paying principal and interests:

Principal due on maturity; simple interest payable annually.

  • d. Pledged: Negative.

The bonds will mature in March 2020.

In September 2015, the Corporation issued $2,000,000 thousand of 1st unsecured corporate bonds in 2015 with par value of $1,000 thousand. The bond terms were as follows:

  • a. Issue period: Five years.

  • b. Issue coupon/interest rate: 1.37% fixed annual interest rate.

  • c. Method of paying principal and interests:

Principal due on maturity; simple interest payable annually.

  • d. Pledged: Negative.

The bonds will mature in September 2020.

In November 2014, KGI Securities issued RMB200,000 thousand of 1st unsecured corporate bonds in 2014 with par value of RMB1,000 thousand. The bond terms were as follows:

  • a. Issue period: Two years.

  • b. Issue coupon/interest rate: 3.50% fixed annual interest rate.

266

  • c. Method of paying principal and interests:

Principal due on maturity; simple interest payable annually.

  • d. Pledged: Negative.

The bonds will mature in November 2016.

In June 2015, KGI Securities issued $7,000,000 thousand of 1st unsecured corporate bonds in 2015 with par value of $10,000 thousand. The bond terms were as follows:

  • a. Issue period:

Bond A: Three years. Bond B: Five years.

  • b. Issue coupon/interest rate:

  • Bond A: 1.20% fixed annual interest rate. Bond B: 1.42% fixed annual interest rate.

  • c. Method of paying principal and interest:

Principal due on maturity; simple interest payable annually.

  • d. Pledged: Negative.

Bond A will mature in June 2018 and Bond B will mature in June 2020.

Bank Debentures Payable

Name
04 KGIB2

Unamortized discount

Net amount

Fair value
December 31
Interest
2016
2015
Issue Year
Repayment Year
Rate
$ 2,750,000
$ 2,750,000
2008.01.09-2017.12.13
Principal due on maturity
0.00%

(65,764)

(137,828)
$ 2,684,236
$ 2,612,172
$ 2,672,291
$ 2,592,759



2016
$ 2,750,000


(65,764)

$ 2,684,236

$ 2,672,291

29. OTHER BORROWINGS

Short-term credit borrowings
Short-term secured borrowings
Note issuance facility
Long-term credit borrowings
Rate
Last maturity date
December 31 December 31
2016
$ 9,575,993
5,036,020
4,799,568

466,877

$ 19,878,458

0.65%-9.45%
December 2019
2015
$ 11,848,307

5,727,556

3,899,189

334,407
$ 21,809,459
0.45%-6.64%
July 2018

267

30. PROVISIONS

Provisions for employee benefits
Provisions for guarantee liabilities
Others
December 31 December 31


2016
$ 931,377

97,555
344,735

$ 1,373,667
2015
$ 1,037,014
104,564

277,876
$ 1,419,454

31. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation and domestic subsidiaries adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, the Corporation makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. The total expenses recognized in profit or loss were $375,308 thousand in 2016 and $343,669 thousand in 2015, respectively.

The Corporation’s foreign subsidiaries recognized their contributions as pension expenses in accordance with their local laws and regulation and amounting to $14,687 thousand and $12,382 thousand for the years ended December 31, 2016 and 2015, respectively.

b. Defined benefit plans

The Corporation and domestic subsidiaries adopted a defined benefit pension plan for all formal employees based on the Labor Standards Act. Benefit payments are based on service periods and basic salaries and wages at the time of retirement.

Under the defined benefit plan, CDIB Capital Group has made monthly contributions at 13% of salaries and wages to a pension fund. In February 2006, CDIB Capital Group changed the contribution rate from 13% to 4.5% and then further adjusted the contribution rate from 4.5% to 3.14% in November 2008. The fund is managed by the Employees’ Pension Reserve Supervisory Committee and deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, CDIB Capital Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, CDIB Capital Group is required to fund the difference in one appropriation that should be made before the end of March of the next year.

KGI Securities and domestic subsidiaries contributes monthly an amount equal to 2% of the monthly salaries to a defined benefit pension fund and to the employees’ individual defined contribution pension funds. The funds are managed by the Employees’ Pension Reserve Supervisory Committee and deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, KGI assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, KGI is required to fund the difference in one appropriation that should be made before the end of March of the next year.

268

KGI Bank places its monthly contributions to the non-managers’ pension fund at authorized ratios in the Employees’ Pension Reserve, which is deposited in the Bank of Taiwan. Managers’ pension funds are managed by the Employee Retirement Fund Management Committee and deposited in KGI Bank’s Zhonghe Branch in the committee’s name. Before the end of each year, KGI Bank assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, KGI Bank is required to fund the difference in one appropriation that should be made before the end of March of the next year.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
December 31 December 31


2016
$ 2,749,772

(1,952,036)

$ 797,736
2015
$ 2,618,343
(1,737,265)
$ 881,078

Movements in net defined benefit liability (asset) were as follows:

The Group

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Balance at January 1, 2015 $ 2,235,147 $ (1,803,677)
$ 431,470
Service cost
Current service cost 24,934 - 24,934
Past service cost and loss on settlements 5,497 - 5,497
Net interest expense (income) 43,122 (35,014) 8,108
Others
821

-
821
Recognized in profit or loss
74,374

(35,014)
39,360
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (4,129) (4,129)
Actuarial gain - changes in demographic
assumptions (31,740) - (31,740)
Actuarial loss - changes in financial
assumptions 174,129 - 174,129
Actuarial (gain) loss - experience
adjustments
320,471

(1,456)
319,015
Recognized in other comprehensive income
462,860

(5,585)
457,275
Contributions from the employer - (47,027) (47,027)
Benefits paid
(154,038)

154,038
-
Balance at December 31, 2015
2,618,343
(1,737,265)
881,078
Service cost
Current service cost 28,646 - 28,646
Net interest expense (income)
38,374

(26,142)
12,232
Recognized in profit or loss
67,020

(26,142)
40,878
(Continued)

269

Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) $
-
$ 9,398
$ 9,398
Actuarial gain - changes in demographic
assumptions 24,376 - 24,376
Actuarial gain - changes in financial
assumptions 23,612 - 23,612
Actuarial gain - experience adjustments 87,758 4,517
92,275
Recognized in other comprehensive income 135,746 13,915
149,661
Contributions from the employer - (273,881) (273,881)
Benefits paid (71,337) 71,337
-
Balance at December 31, 2016 $ 2,749,772 $ (1,952,036)
$ 797,736
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government and corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

The Corporation

Discount rates
Expected rates of salary increase
Valuation at
December 31
2016
2015
1.35%
1.20%
2.50%
2.50%

270

CDIB Capital Group and subsidiaries

Discount rates
Expected rates of salary increase
KGI and subsidiaries
Discount rates
Expected rates of salary increase
KGI Bank and subsidiaries
Discount rates
Expected rates of salary increase
Valuation at
December 31
2016
2015
1.35%
1.20%
2.50%
2.50%
Valuation at
December 31
2016
2015
1.50%-1.60%
1.50%
2.00%
2.00%
Valuation at
December 31
2016
2015
1.35%-1.38%
1.20%-1.63%
2.50%-3.00%
2.50%-3.00%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25-0.50% increase
0.25-0.50% decrease
Expected rate(s) of salary increase
0.25-0.50% increase
0.25-0.50% decrease
December 31 December 31



2016
$ (120,685)

$ 138,108

$ 134,632

$ (118,725)
2015
$ (122,642)
$ 133,294
$ 129,900
$ (120,486)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2016
2015
$ 94,466
$ 65,898
4.2-20.7 years 4.64-18.70 years

271

32. OTHER LIABILITIES

Guarantee deposits received
Collections for others
Temporary receipts and suspense accounts
Advance receipts
Collections for underwriting stock value
Others
December 31 December 31


2016
$ 12,851,266
1,808,971
453,673
197,049
-
241,249

$ 15,552,208
2015
$ 7,435,318

1,007,866

562,163

322,221

3,641,600

147,561
$ 13,116,729

33. EQUITY

  • a. Share capital

Common stock

Numbers of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31 December 31



2016
20,000,000

$ 200,000,000

14,974,421

$ 149,744,213
2015

20,000,000
$ 200,000,000

15,112,544
$ 151,125,441

b. Capital surplus

Arising from treasury stock transactions
Difference between consideration and carrying amounts adjusted
arising from changes in percentage of ownership in
subsidiaries
Share-based payments awards
Arising from share of changes in capital surplus of associates
Capital surplus-issue of stock in excess
December 31 December 31


2016
$ 821,193

182,755
81,539
13,728

5,306

$ 1,104,521
2015
$ 379,850
182,755
74,681
13,728

3,789
$ 654,803

The premium from shares issued in excess of par (share premium from issuance of common shares, treasury share transactions and excess of consideration received over the carrying amount of the subsidiaries’ net assets during disposal or acquisition) and donations may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to capital limited to a certain percentage of the Corporation’s capital surplus and once a year.

The capital surplus from long-term investments may not be used for any purpose.

272

Under Order No. 10200017220 issued by the Financial Supervisory Commission (FSC), if the capital surplus obtained by a financial holding company through a stock conversion comes from its subsidiaries’ unappropriated earnings net of legal reserve and special reserve, the surplus may be distributed as cash dividends or transferred to capital in the period of conversion, and the distribution is exempted from the appropriation restrictions of Article 41 of the Securities and Exchange Act and Article 8 of the Securities and Exchange Act Enforcement Rules.

c. Special revenue

According to Rule No. 10010000440 issued by the FSC, Rule No. 09900738571 issued by FSC and Rule No. 10000002891 issued under Regulations Governing Securities Firms, CDIB Capital Group , Grand Cathay and GCFC reclassified the default reserve and the trading loss reserve that had been set up until December 31, 2010 to special reserve. The Group also recognizes special revenue according to the percentage of holdings by the Group to subsidiaries directly and indirectly.

This special reserve should be used only to offset a deficit or when the legal reserve has reached 50% of the Corporation’s paid-in capital, up to 50% thereof may be transferred to paid-in capital.

Under a directive issued by the SFB, whenever the components of shareholders’ equity which includes unrealized gains or losses on financial instruments and cumulative translation adjustment but not treasury stock have debit balances, a special reserve equal to the total debit balance should be appropriated from the current year’s earnings and unappropriated earnings generated in the prior years. Any special reserve appropriated may be reversed to the extent of the decrease in the net debit balance.

Under Rule No. 1010012865 issued by the FSC on April 6, 2012 and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, when transitioning to IFRSs, a company should appropriate to a special reserve of an amount that was the same as these of unrealized revaluation increment and cumulative translation differences (gains) transferred to retained earnings as a result of the Corporation’s use of exemptions under IFRS 1. However, if the increase in retained earnings that resulted from all IFRSs adjustments is not enough for this appropriation, only the increase in retained earnings that resulted from all IFRSs adjustments will be appropriated to special reserve. The special reserve appropriated as above may be reversed to retained earnings in proportion to the usage, disposal or reclassification of the related assets and thereafter distributed.

d. Appropriation of earnings

To continually expand the Corporation’s operations and increase its profitability as well as comply with the Corporation Act and relevant regulations, the Corporation adopts the residual dividend policy. The Corporation decides the conditions for time and amount of dividend allocation based on regulations and the Company’s Articles of Incorporation. Taking the Corporation’s business plan into account, the Corporation would pay dividends in the form of stock. In any case the cash dividends should not be less than 10% of total dividends distributed.

The board of director revised the proposal of the remaining net income and unappropriated accumulated earnings can cover previous years’ accumulated losses and related taxes, if any, are sequenced as follows legal reserve on the current year’s net income, followed by a special reserve or reversal defined by laws and plus the final remainder of the earnings as dividends to shareholders and the distribution for bonus with 30% to 100% of distribution given the unappropriated earnings at the beginning of the period, as proposed by the board of directors and approved in the shareholders’ meeting.

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The consequential amendments to the Company’s Articles of Incorporation had been proposed by the Corporation’s shareholders meeting on May 16, 2016. For information about the accrual basis of the employees’ compensation and remuneration to directors and supervisors and the actual appropriations, please refer to Note 42.

273

Legal reserve should be appropriated from earnings until the legal reserve equals the Corporation’s paid-in capital. Legal reserve may be used to offset deficit. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Under the Integrated Income Tax System, resident shareholders are allowed tax credits, based on the balance of the Imputation Credit Account (ICA) on the dividend distribution date, for the income tax paid by the Corporation on earnings generated since 1998.

The appropriation of earnings should be resolved by the shareholders in the following year and given effect to in the financial statements of that year.

On May 16, 2016 and June 12, 2015, the board of the shareholders approved the resolution on the appropriations from the earnings of 2015 and 2014, respectively, including bonus to employees and remuneration to directors and supervisors, as follows:

Legal reserve
Special reserve (reversed)
Cash dividends
Earnings Appropriation
2015
2014

$ 852,823
$ 1,083,622
2,463,255
(358,817)
7,487,006
9,098,673
Dividends Per Share
(NT$)
2015
2014


$ 0.5
$ 0.6

The appropriation of earnings of 2016 has not yet been approved by the board of directors as of the issuance date of auditors’ report.

Related information can be accessed through the Market Observation Post System on the Web site of the Taiwan Stock Exchange (http://emops.tse.com.tw).

e. Non-controlling interests

Balance at January 1
Attributable to non-controlling interests
Share of profit for the year
Exchange difference on translation of foreign financial
statements
Unrealized losses on available-for-sale financial assets
Actual gains (losses) arising from defined benefit plans
Effect of change in consolidated subsidiaries
Payment of cash dividends by subsidiaries
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 3,606,912

63,823
(5,156)
(6,061)
142
8,737


(59,476)

$ 3,608,921
2015
$ 5,833,601
86,944

(1,088)

(2,343)
(680)
(2,207,847)

(101,675)
$ 3,606,912

274

34. TREASURY SHARES

Share
Shares at Share Increase Decrease
Beginning of During the During the Shares at End
the Year (In Year (In Year (In of the Year (In
Reason for Repurchase Thousands) Thousands) Thousands) Thousands)
For the year ended
December 31, 2016
Reclassification of the
Corporation’s stock held by
subsidiaries and recognized as
long-term investment 323,232 - - 323,232
Held by the Corporation to
maintain its credit and
shareholders’ equity
-
143,010 143,010
-
323,232 143,010 143,010 323,232
For the year ended
December 31, 2015
Reclassification of the
Corporation’s stock held by
subsidiaries and recognized as
long-term investment 323,232 - - 323,232
Held by the Corporation to
maintain its credit and
shareholders’ equity

93,405
149,160 242,565
-
416,637 149,160 242,565 323,232

The Corporation’s shares held by subsidiaries are regarded as treasury stock. The Corporation’s shares held by KGI Securities, calculated at the Corporation’s stockholding percentage of book value on the completion day of acquisition and share swap date respectively, were treated as treasury stock. The market prices of the shares were $2,438,842 thousand and $2,490,281 thousand on December 31, 2016 and 2015, respectively. The Corporation’s shares held by CDIB Capital Group are also treated as treasury stock and recognized book value on the swap date. The market prices of the shares were $166,408 thousand and $169,918 thousand on December 31, 2016 and 2015.

On November 24, 2014, the board of directors resolved to buy back 200,000 thousand of the Corporation’s shares between November 25, 2014 and January 23, 2015 under the regulations of Article 28-2 of the Securities and Exchange Act. The purpose of this buyback was to maintain the Corporation’s reputation and the shareholders’ equity; the buyback price was set at NT$9.81 to NT$11.08 per share and the buyback would be continued even when the stock price went down below the lower bound of the price interval set, in compliance with Article 2 of Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies. The Corporation had repurchased 188,888 thousand shares at an average price of NT$10.03 per share and retired all the treasury stocks on May 18, 2015.

275

On January 25, 2016, the board of directors resolved to buy back 150,000 thousand of the Corporation’s shares between January 26, 2016 and March 25, 2016 under the regulations of Article 28-2 of the Securities and Exchange Act. The purpose of this buyback was to maintain the Corporation’s reputation and the shareholders’ equity; the buyback price was set at NT$7.27 to NT$10.00 per share and the buyback would be continued even when the stock price went down below the lower bound of the price interval set, in compliance with Article 2 of Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies. The Corporation had repurchased 143,010 thousand shares at an average price of NT$8.04 per share and retired all the treasury stocks on June 27, 2016.

Under the Securities and Exchange Act, the Corporation should not acquire treasury stock in excess of 10% of its total shares outstanding. In addition, the Corporation should not spend more than the aggregate amount of the retained earnings, paid-in capital in excess of par value, and realized capital surplus arising from gains on disposal of properties and donated capital. The Corporation should not use treasury shares to secure any of its obligations and should not exercise any shareholders’ rights on those shares.

35. INTEREST PROFIT, NET

Interest revenues
Discounts and loans
Margin loans and refinancing margin
Securities
Due from and call loans to banks
Deposits
Account receivable - forfeiting
Others
Interest expenses
Deposits
Notes and bonds issued under repurchase agreements
Borrowing interest expense
Corporate bonds
Structured products
Others
Interest profit, net
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2016
$ 6,703,391
1,829,691
1,021,522
630,631
430,434
275,956
500,346


11,391,971

2,353,664
802,220
326,311
378,335
130,518
341,421


4,332,469

$ 7,059,502
2015
$ 7,346,179

2,638,629

1,594,424

645,934

451,901

941,838

627,084

14,245,989

3,004,950

627,549

424,975

351,718

185,410

543,574

5,138,176
$ 9,107,813

36. SERVICE FEE AND COMMISSION, NET

Service fee revenue and commission income
Brokerage
Commission income - insurance
Security lending
For the Year Ended December 31
2016
2015
$ 7,067,626 $ 8,959,469
1,250,448
1,004,970
404,304
274,393
(Continued)

276

Trust
Others
Service fee expense and commission expense
Brokerage
Consignment settlement and delivery
Agency
Dealing handling fee
Commission expense - other
Others
Service fee and commission, net
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2016
$ 334,793
707,025


9,764,196

1,249,320
250,569
147,866
137,270
270,041
201,238


2,256,304

$ 7,507,892
2015
$ 402,449

663,647

11,304,928

1,281,705

243,760

139,868

155,292

197,857

319,637

2,338,119
$ 8,966,809
(Concluded)

37. GAIN ON FINANCIAL ASSETS OR LIABILITIES MEASURED AT FVTPL

Operating securities
Bonds
Derivatives
Stocks
Call (put) warrants
Mutual funds
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 2,180,515

1,455,007
832,292
602,185
486,426
(438,902)

(201,745)

$ 4,915,778
2015
$ 137,572
2,314,794
702,501
529,886
732,335

115,993

(25,047)
$ 4,508,034

For the years ended December 31, 2016 and 2015, the Group’s financial assets and liabilities at fair value through profit or loss included interest revenue of $2,217,615 thousand and $2,124,766 thousand, respectively, dividend income of $616,151 thousand and $634,587 thousand, respectively and interest expense of $371,070 thousand and $160,945 thousand, respectively.

38. REALIZED GAIN ON AVAILABLE-FOR-SALE FINANCIAL ASSETS

Dividend income
Gain on stock disposal
Gain on bond disposal
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 782,942

709,595
607,504

14,702

$ 2,114,743
2015
$ 996,458
1,161,677
1,598,719

12,452
$ 3,769,306

277

39. IMPAIRMENT LOSS ON ASSETS, NET

Available-for-sale financial assets
Financial assets measured at cost
Debts investment without active market
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 646,561

559,205
-

15,389

$ 1,221,155
2015
$ 34,278
853,183
71,863

24,654
$ 983,978

40. GAIN ON FINANCIAL ASSETS MEASURED AT COST

Gain on security disposal
Dividend income
Distributions of fund capital gain
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 1,600,017

358,727
308,038
140,508

$ 2,407,290
2015
$ 1,915,341
390,075
109,026

47,806
$ 2,462,248

41. NET OTHER NONINTEREST PROFIT AND GAIN

Revenue from underwriting
Gain on debts investment without active market
Gain on sale of nonperforming loans
Revenue from providing agency service for stock affairs
Rental income
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 877,749

406,634
150,105
138,599
114,509
463,643

$ 2,151,239
2015
$ 497,087
328,230
190,688
141,195
97,054

200,796
$ 1,455,050

42. EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES

Employee benefit expense
Salaries and wages
Employee insurance
Pension
Others
Depreciation and amortization expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2016
$ 9,780,543
594,286
443,951
595,796

$ 11,414,576

$ 1,472,993
2015
$ 10,804,656

602,151

395,411

719,859
$ 12,522,077
$ 1,432,844

Depreciation and amortization expenses

278

  • a. Employees’ compensation and remuneration to directors and supervisors for 2016 and 2015

To comply with the Company Act as amended in May 2015, the proposed amended Articles of Incorporation of the Corporation stipulate to distribute the compensation of employees and remuneration of directors and supervisors at the rates no less than 1% and no higher than 1%, respectively, of net profit before paying income tax and the compensation of employees.

The disposal of compensation of employees and remuneration have been reported to shareholders’ meeting held on May 16, 2016.

The compensation of employees and remuneration of directors and supervisors for 2016 and 2015 which have been approved by the board of directors on March 27, 2017 and March 28, 2016, respectively, were as follows:

Employees’ compensation to employees
Remuneration of directors and supervisors
For the Year Ended December 31
2016
2015
$ 59,000
$ 87,000
58,000
75,000

If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences will be recorded as a change in accounting estimate.

If the Corporation’s board of directors approves to issue stocks as compensation of employees, the basis of share calculation will be the closing price on the day before the board’s meeting for considering the effect of cash and stock dividends.

There was no difference between the amounts recognized in the financial statements for the years ended December 31, 2016 and 2015.

The information on the proposed and approved compensation to employees and directors and supervisor is available on the Market Observation Post System (M.O.P.S.) website of the Taiwan Stock Exchange (http://emops.tse.com.tw).

  • b. Bonus to employees and remuneration to directors and supervisors for 2014

The employees’ compensation bonus and remuneration of directors and supervisors which have been approved in the shareholders meeting on June 12, 2015, were as follows.

For the Year
Ended
December 31,
2014
Employees’ bonus to employees $ 102,000
Remuneration of directors and supervisors 75,000

There was no difference between the amounts recognized in the financial statements for the years ended December 31, 2014.

The information on the proposed and approved bonuses to employees and the compensations to directors and supervisor is available on the Market Observation Post System (M.O.P.S.) website of the Taiwan Stock Exchange (http://emops.tse.com.tw).

279

43. OTHER GENERAL ADMINISTRATIVE EXPENSES

Taxation
Rental
Professional services
Computer information
Postage
Repair
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 1,478,633

1,037,631
725,678
705,947
338,696
232,823

1,858,444

$ 6,377,852
2015
$ 1,598,161
978,050
841,475
658,848
398,582
263,865

1,901,511
$ 6,640,492

44. INCOME TAX

Under Rule No. 910458039 issued by the Ministry of Finance on February 12, 2003, a financial holding company and its domestic subsidiaries holding over 90% of shares issued by the financial holding company for 12 months within the same tax year may choose to adopt the linked-tax system for income tax filings in accordance with Article 49 of Financial Holding Company Act and Article 40 of Business Mergers and Acquisitions Act. Thus, the Corporation adopted the linked-tax system for income tax filing with its eligible subsidiaries, income tax and unappropriated earnings tax filings.

The accounting treatment applied to linked-tax system for income tax filings is to adjust the difference between the consolidated current/deferred taxes and the individual current/deferred taxes of the Group, and allocate income tax expense/benefit to the Corporation and each subsidiary’s pro rata; related amounts are recognized as current tax assets or current tax liabilities.

  • a. Income tax expense recognized in profit or loss

The major components of tax expense were as follows:

Current income tax
Current year
Prior years
Deferred income tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2016
$ 513,397

(110,347)

403,050
720,875

$ 1,123,925
2015
$ 547,108

(158,277)
388,831

438,981
$ 827,812
  • b. The reconciliation of accounting income and current income tax expense adjustments were as follows:
Income tax expenses at the statutory rate
Permanent differences
Unrecognized temporary differences
Loss carryforwards
For the Year Ended December 31
2016
2015
$ 2,599,751
$ 3,598,069
(2,100,655) (3,051,980)
(120,810)
(68,600)
300,000
-
(Continued)

280

Prior year’s adjustments
Additional income tax under the Alternative Minimum Tax Act
Tax on unappropriated earnings
Others
Income tax expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ (110,347)
426,362
-
129,624

$ 1,123,925
2015
$ (158,277)
351,450
111,783

45,367
$ 827,812
(Concluded)

The applicable tax rate used above is the corporate tax rate of 17% payable by the Group in ROC, while the applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

As the status of 2017 appropriations of earnings is uncertain, the potential income tax consequences of 10% of 2016 unappropriated earnings are not reliably determinable.

c. Income tax expense (benefit) recognized in other comprehensive income were as follows:

Deferred income tax
Unrealized gain (loss) on available-for-sale financial assets
Actuarial gain (loss) on defined benefit plans
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2016
$ 3,805

(9,497)

$ (5,692)
2015
$ 858
(64,980)
$ (64,122)

d. Deferred tax assets and liabilities

Deferred tax assets
Loss carryforwards
Allowance for bad debts
Defined benefit obligation
Collaterals assumed
Others
Deferred tax liabilities
Goodwill
Land value increment tax
Defined benefit plans
Others
December 31 December 31





2016
$ 4,078,274

554,725
125,801
64,134

89,119

$ 4,912,053

$ 909,342

406,642
58,708
113,193

$ 1,487,885
2015
$ 4,641,966
553,529
150,001
63,841

152,588
$ 5,561,925
$ 909,342
406,642
38,703

105,479
$ 1,460,166

281

  • e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

The Corporation

Loss carryforwards
Expiry in 2018
Expiry in 2019
Expiry in 2021
CDIB Capital Group
Loss carryforwards
Expiry in 2018
Expiry in 2019
Expiry in 2021
December 31 December 31


2016
2015
$ -
$ 503,243
792,798

765,047

411,369

438,846

$ 1,204,167
$ 1,707,136
December 31


2016
$ -

46,525

422,212

$ 468,737
2015
$ 1,100,330
591,520

487,389
$ 2,179,239

KGI Bank

Loss carryforwards
Expiry in 2017
Expiry in 2018
Expiry in 2019
December 31 December 31


2016
$ 2,186,453
7,424,143

1,136,463

$ 10,747,059
2015
$ -

5,494,558
3,487,795
$ 8,982,353
  • f. Information about unused investment credits, unused carryforward and tax-exemption as of December 31, 2016, investment tax credits comprised:

KGI Bank



Remaining
Creditable
Amount
Expiry Year
$ 5,677,790
2017
13,762,127
2018
10,187,530
2019
2,624,589
2020

1,240,412
2021
$ 33,492,448

282

g. Integrated income tax

Imputation credits accounts - the Corporation December 31 December 31
2016
$ 406,208
2015
$ 1,101,373

The Corporation’s creditable tax ratio for the distribution of earnings of 2016 and 2015 were 4.33% (estimated) and 12.51%, respectively.

Under the Income Tax Law, for distribution of earnings generated after January 1, 1998, the imputation credits allocated to ROC resident shareholders of the Corporation was calculated based on the creditable ratio as of the date of dividend distribution. The actual imputation credits allocated to shareholders of the Corporation was based on the balance of the Imputation Credit Accounts (ICA) as of the date of dividend distribution. Therefore, the expected creditable ratio for the 2016 earnings may differ from the actual creditable ratio to be used in allocating imputation credits to the shareholders.

The Corporation had no unappropriated earnings generated before January 1, 1998.

h. Income tax assessments

The Corporation’s income tax returns through 2011 had been examined by the tax authorities. The Corporation disagreed with the tax authorities’ assessments of its 2011 and 2010 tax returns and thus filed tax appeals.

CDIB Capital Group’s income tax returns through 2011 had been examined by the tax authorities. However, CDIB Capital Group disagreed with the tax authorities’ assessments of its 2010 tax returns and thus filed tax appeals.

Income tax returns of CDIB Capital Management Inc., China Development Asset Management Corp., CHG3, CHG4, Development Industrial Bank Asset Management Corp., formerly R.O.C. Strategic Company Ltd., formerly CDIB Strategic Venture Fund Ltd. and formerly China Venture Management Inc., through 2014 had been examined by the tax authorities. Income tax returns of CDIB Venture Capital Corp. through 2012 had been examined by the tax authorities.

The income tax returns of formerly Grand Cathay through 2011 had been examined by the tax authorities. Formerly Grand Cathay disagreed with the tax authorities’ assessments of its 2011 tax returns and thus filed tax appeals.

The income tax returns of KGI Securities for the years through 2013 had been examined by the tax authorities. KGI Securities disagreed with the tax authorities’ rejection of the tax withheld from interest income earned by predecessors, respective operating costs and other tax-exempt income of 2006 through 2013. As a result, KGI filed tax appeals.

Income tax returns of KGI Insurance Brokers Co., and KGI Securities Investment Advisory Co., Ltd., through 2015 had been examined by the tax authoress. Income tax returns of GSFC, KGI Securities Investment Trust Co., Ltd., KGI Futures Co., Ltd. and KGI Venture Capital Co., Ltd. through 2014 had been examined by the tax authorities.

Income tax returns of KGI Bank, formerly KGI Bank Insurance Brokerage Company, CDIB Management Consulting Corporation, and CDC Finance & Leasing Corp. for the years through 2014 had been examined by the tax authorities.

283

45. EARNINGS PER SHARE

(New Taiwan Dollars)

Basic EPS
Diluted EPS
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2016
$ 0.40

$ 0.40
2015
$ 0.58
$ 0.57

The earnings and weighted average number of common shares outstanding in the computation of EPS were as follows:

Net Profit for the Year

For the Year Ended December 31 For the Year Ended December 31
2016 2015
Earnings used in the computation of EPS $ 5,923,081
$ 8,528,231
Weighted Average Number of Common Shares Outstanding (In Thousand Shares)
Weighted average number of common shares outstanding in
computation of basic EPS
Effect of potentially dilutive common shares:
Restricted shares
Employee share options
Weighted average number of common shares outstanding in
computation of diluted EPS
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
14,662,151

7,913
1,137

14,671,201
2015
14,822,514
7,968

10,827
14,841,309

46. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan of the Corporation

The Corporation acquired 100% of KGI Bank share through a share swap. In accordance with this contract, the Corporation granted options to replace KGI Bank’s options granted in May and August 2011. Qualified employees of KGI Bank were granted 30,862 and 11,088 thousand options on conversion date. Each option entitles the holder to subscribe for one common share of the Company. The options granted are valid for 6.64 and 6.96 years and exercisable at certain percentages from now.

Besides, the Corporation granted 44,850 thousand employee stock options in October 2014. Each option entitles the holder to subscribe for one common share of the Company. The options granted are valid for 7 years and exercisable 2 years after the issuance date.

For any subsequent changes in the Corporation’s capital surplus, the exercise price is adjusted accordingly.

284

Information on employee share options was as follows:

For the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
2016 2015
Weighted- Weighted-
Number of average Number of average
Options Exercise Options Exercise
(In Thousands) Price (NT$) (In Thousands) Price (NT$)
Balance at January 1 74,320 $ 9.01 83,231
$ 9.48
Options exercised (410) 6.81 (4,963) 8.88
Options invalid (699) 8.86
(3,948)
9.55
Balance at December 31
73,211 8.43
74,320
9.01
Options exercisable, end of year
34,594 8.38
30,530
8.93
Weighted-average remaining
contractual life (years) 4.63 5.63
The weighted-average share prices at the date of exercise of share options from January 1 to December
31, 2016 and 2015 were $7.83 and $10.45.
Options granted on conversion date were priced using the trinomial trees model and the inputs to the
model were as follows:
Grant-date share price $9.54-$10
Exercise price $7.68-$9.99
Expected volatility 14.94%-15.45%
Expected life 6.64-7 years
Expected dividend yield 1.50%
Risk-free interest rate 1.5647%-1.6283%
Early exercise of the multiplier 1.63

The weighted-average share prices at the date of exercise of share options from January 1 to December 31, 2016 and 2015 were $7.83 and $10.45.

Options granted on conversion date were priced using the trinomial trees model and the inputs to the model were as follows:

Expected volatility was based on the historical share price volatility over the past 1 year.

Compensation costs for the years ended December 31, 2016 and 2015 were $16,077 thousand and $17,064 thousand.

  • b. Issue restricted share plan

The board of directors of the Corporation has decided to issue restricted shares plan which is $40,597 thousand in total, and $10 per face value totaled 4,060 thousand shares with issue price of $0 (free issuance) at August 19, 2013. Further, the board of directors made August 26, 2013 as the base-date for capital increase. Fair value on the payment day of the stock was $8.15.

The board of directors of the Corporation has decided to issue restricted shares plan which is $60,833 thousand in total, and $10 per face value totaled 6,083 thousand shares with issue price of $0 (free issuance) at January 27, 2014. Further, the board of directors made January 27, 2014 as the base-date for capital increase. Fair value on the payment day of the stock was $8.84.

The board of directors of the Corporation has decided to issue restricted shares plan which is $56,997 thousand in total, and $10 per face value totaled 5,700 thousand shares with issue price of $0 (free issuance) at February 9, 2015. Further, the board of directors made February 13, 2015 as the base-date for capital increase. Fair value on the payment day of the stock was $10.80.

285

The board of directors of the Corporation has decided to issue restricted shares plan which is $44,780 thousand in total, and $10 per face value totaled 4,478 thousand shares with issue price of $0 (free issuance) at February 1, 2016. Further, the board of directors made February 4, 2016 as the base-date for capital increase. Fair value on the payment day of the stock was $7.61.

The vesting portion of shares is summarized and managed year by year, and the vesting rate of the shares is 40%, 30% and 30% for 1-year, 2-year and 3-year respectively. Employees who have not met the vesting conditions cannot sell, pledge, transfer, donate, asking the Corporation to buy them back or in any other way dispose of these shares except inheritance. Besides, employees don’t have preemptive rights when capital increase but do share the same rights of issued common stock (which includes but not confined to cash dividend, stock dividend, capital decrease, capital surplus cash (stock) or any rights that was originated from legal subject such as consolidation, split or stock-exchange which we called “allocated rights” thereafter). Allocated rights have to be in the trust before meeting the vesting conditions.

After the restricted shares are allocated to employees, the Corporation will retrieve and cancel the stocks with no reimbursement if the vesting conditions are not met. The Corporation will also retrieve the allocated rights at the rate of shares of vesting conditions not met divided by shares allocated, with no reimbursement. If it is stocks that are retrieved, they shall be cancelled in each year of the vesting period.

For the years ended December 31, 2016 and 2015, the Corporation recognized $45,054 thousand and $56,326 thousand as compensation cost.

47. RELATED-PARTY TRANSACTIONS

The significant transactions and relationship with related parties (in addition to those disclosed in other notes) are summarized below:

  • a. Related parties

Related Party Relationship with the Group

Others Other related parties

  • b. Significant transactions with related-parties

  • 1) Cash in banks (recognized as cash and cash equivalents)

Amount %
December 31, 2016 $
10,582
-
December 31, 2015 166,736 1

For the years ended December 31, 2016 and 2015, the interest revenues from cash in bank were $3,363 thousand and $202 thousand, respectively.

  • 2) Due from banks (recognized as cash and cash equivalents)
Amount %
December 31, 2016 $
240,836
1
December 31, 2015 71,436 -

286

For the years ended December 31, 2016 and 2015, the interest revenues from due from banks were both 0 thousand.

  • 3) Call loans to banks (recognized as due from the central bank and call loans to banks)
Amount %
December 31, 2015 $ 4,629,240 5

For the years ended December 31, 2016 and 2015, the interest revenues from call loans to banks were $970 thousand and $2,268 thousand, respectively.

  • 4) Purchase funds managed by related parties (recognized as financial assets at fair value through profit or loss)
5)
6)
7)
8)
Amount
%
December 31, 2016
$ 31,609
-
December 31, 2015
26,574
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Other related parties
$ 97,143
$ 1,689,580
For the year ended December 31, 2015
Other related parties
1,709,013
6,274,423
Purchase and sale of securities
Purchase of
Securities
For the year ended December 31, 2016
Other related parties
$ 50,700
Revenue receivable (recognized as receivables, net)
Amount
%
December 31, 2016
$ 131,210
-
December 31, 2015
67,745
-
Receivable on margin loans (recognized as receivables, net)
Amount
%
December 31, 2016
$ 12,245
-
December 31, 2015
15,503
-

287

9) Credit card receivable (recognized as receivables, net)

Amount %
December 31, 2016 $
16,619

-
December 31, 2015 27,612
-
10) Other receivables (recognized as receivables, net)
Amount %
December 31, 2016 $ 14,584
-
December 31, 2015 16,921
-
11) Discounts and loans, net
Interest Rate
Amount % (%)
December 31, 2016 $ 912,472
-

1.54-15.00
December 31, 2015 999,266
-

1.43-18.25

For the years ended December 31, 2016 and 2015, the interest revenues from discounts and loans were $15,293 thousand and $16,502 thousand, respectively.

Balance as of December 31, 2016

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Category Account
Volume or
Name of
Related
Party
Highest
Balance
Ending
Balance
Normal Overdue Type of
Collateral
Is the
Transaction
at Arm’s
Length
Commercial
Term
Consumer loans 42 $ 32,490 $ 16,502 $ 16,502 $ - None Yes
Residential mortgage loans 78 1,227,071 883,732 883,732 - Real estate Yes
Others 14 30,505 12,238 12,238 - Deposit/real
estate

Yes

Balance as of December 31, 2015

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Category Account
Volume or
Name of
Related
Party
Highest
Balance
Ending
Balance
Normal Overdue Type of
Collateral
Is the
Transaction
at Arm’s
Length
Commercial
Term
Consumer loans 34 $ 24,394 $ 16,314 $ 16,314 $ - None Yes
Residential mortgage loans 60 1,145,950 974,484 974,484 - Real estate Yes
Others 7 113,608 8,468 8,468 - Deposit/real
estate

Yes

12) Call loans from banks (recognized as deposits from the Central Bank and banks)

Other related parties
December 31, 2016
Amount
%
$ 4,322,790
14

288

For the years ended December 31, 2016 and 2015, the interest expenses from call loans from banks were $5,891 thousand and $6,285 thousand, respectively.

13) Notes and bonds issued under repurchase agreements

Amount %
December 31, 2016 $
715,372
1
December 31, 2015 50,000 -

14) Guaranteed price deposits received from securities borrowers (recognized as payables)

Amount %
December 31, 2016 $
47,186

-
December 31, 2015 45,987
-
Deposits payable for securities financing (recognized as payables)
Amount %
December 31, 2016 $
52,173

-
December 31, 2015 45,825
-
Other payables (recognized as payables)
Amount %
December 31, 2016 $
20,113

-
December 31, 2015 1,842
-
Deposits and remittances
Interest Rate
Amount % (%)
December 31, 2016 $ 866,299 -
0-5.8
December 31, 2015 801,873 -
0-6.5

15) Deposits payable for securities financing (recognized as payables)

16) Other payables (recognized as payables)

17) Deposits and remittances

For the years ended December 31, 2016 and 2015, the interest expenses from deposits and remittances were $7,967 thousand and $8,372 thousand, respectively.

18) Short-term borrowings (recognized as other borrowings)

Amount %
December 31, 2015 $
223,396
1

For the years ended December 31, 2016 and 2015, the interest expenses from short-term borrowings were $3,432 thousand and $18,336 thousand, respectively.

289

19) Customers’ equity accounts - futures

Amount %
December 31, 2016 $
45,184
-
December 31, 2015 57,965 -

20) Brokerage service fee revenue (recognized as service fee and commission, net)

2016

2015
For the Year Ended
December 31
Amount
%
$ 19,833
-
25,814
-

21) Other noninterest profit and gain

2016

2015
For the Year Ended
December 31
Amount
%
$ 13,799
1
17,595
1

22) Consulting service revenue

Other related parties For the Year Ended December 31 For the Year Ended December 31
2016
Amount
%
$ 487,166
41
2015
Amount
%
$ 576,302
53
  • 23) Donation (recognized as other operating and administrative expenses)
2016

2015
For the Year Ended
December 31
Amount
%
$ 77,000
1
61,000
1
  • 24) Outstanding derivative financial instruments

KGI Bank

December 31, 2015

(In Thousands of New Taiwan Dollars)

Related Party Contract Type Contract Period Contract
Amount
Valuation
Gain (Loss)
Balance Sheet Balance Sheet
Account Balance
Other related
parties
Currency swap
contracts
April 10, 2015 -
November 17, 2016
$ 1,913,574 $ 415,513 Financial assets at
FVTPL
$ 18,890
Financial liabilities at
FVTPL
30,786

290

25) Compensation of key management personnel

Salary and short-term benefits
Share-based payment
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
$ 270,041

34,369
15,193

$ 319,603
2015
$ 327,511
52,377

4,270
$ 384,158

The terms of the transactions with related parties were similar to those for third parties, except for certain preferential interest rates for employees’ savings in and borrowings from CDIB Capital Group and KGI Bank.

Based on the Banking Act 32 and 33, except for consumer loans and government loans, credits extended by CDIB Capital Group and KGI Bank to any related party were fully secured, and the other terms of these credits were similar to those for third parties.

  • c. Related-party transactions were at costs or prices of at least NT$100 million

The significant transactions and relationship of the Corporation’s subsidiaries with related parties were summarized below:

CDIB Capital Group and subsidiaries

Related Party
The Corporation
KGI Securities
KGI Bank
Others
Relationship with the Bank and Subsidiaries
Parent company
Subsidiary of the parent company
Subsidiary of the parent company
Other related parties (Note)

Note: CDC Financial & Leasing Corporation was no longer the subsidiary of the CDIB Capital Group after the transfer date of May 1, 2015.

  • 1) Cash in banks (recognized as cash and cash equivalents)
Subsidiary of the parent company December 31 December 31
2016
Amount
%
$ 1,897,892
6
2015
Amount
%
$ 10,607,534
38

2) Due from banks (recognized as cash and cash equivalents)

Subsidiary of the parent company December 31 December 31
2016
Amount
%
$ 19,723,431
67
2015
Amount
%
$ 12,613,249
45

291

3) Purchase and sale of bonds

4) Purchase of
Bonds
Sale of
Bonds
For the year ended December 31, 2015
Subsidiary of the parent company
$ 1,583,244
$ 2,211,662
Revenue receivable (recognized as receivable, net)
December 31, 2016
Amount
%
Other related parties
$ 128,793
8
Purchase of
Bonds
Sale of
Bonds
For the year ended December 31, 2015
Subsidiary of the parent company
$ 1,583,244
$ 2,211,662
Revenue receivable (recognized as receivable, net)
December 31, 2016
Amount
%
Other related parties
$ 128,793
8
Amount
%
$ 128,793
8
  • 5) Receivables from parent (recognized as current tax assets)
Parent company December 31 December 31
2016
Amount
%
$ 461,986
99
2015
Amount
%
$ 690,918
99

The receivables resulted from CDFH and its eligible subsidiaries’ adopting the linked-tax system in the filing of tax returns since 2003.

  • 6) Discounts and loans, net

Balance as of December 31, 2015

(In Thousands of New Taiwan Dollars)

Category Account Volume or
Name of Related Party
Highest
Balance
Ending
Balance
Normal Overdue Type of
Collateral

Is the Transaction
at Arm’s Length
Commercial Term
Others Other relatedparties $100,000 $ - $ - $ - - Yes
  • 7) Securities holding (recognized as available-for-sale financial assets)
Parent company
Payables to parent (recognized as current tax
Parent company
December 31 December 31
2016
2015
Amount
%
Amount
%
$ 166,408
2 $ 169,918
2
liabilities)
December 31
2015
2016
Amount
%
$ 386,864
98
2015
Amount
%
$ 248,526
62
  • 8) Payables to parent (recognized as current tax liabilities)

The payables resulted from CDFH and its eligible subsidiaries’ adopting the linked-tax system in the filing of tax returns since 2003.

292

9) Consulting service revenue

Other related parties
KGI Securities and subsidiaries
December 31 December 31
2016
Amount
%
$ 257,763
22
2015
Amount
%
$ 461,524
73
Related Party
The Corporation
CDIB Capital Group
KGI Bank
Others
Relationship with the KGI Securities and
Subsidiaries
Parent company
Subsidiary of the parent company
Subsidiary of the parent company
Other related parties
  • 1) Cash in banks (recognized as cash and cash equivalents)
Subsidiary of the parent company
Other related parties
December 31 December 31
2016
Amount
%
$ 2,663,508
16
-
-
2015
Amount
%
$ 393,854
3

165,644
1

2) Available-for-sale financial assets - current

3) Parent company
Purchase and sale of bonds
For the year ended December 31, 2016
Subsidiary of the parent company
Other related parties
For the year ended December 31, 2015
Subsidiary of the parent company
Other related parties
December 31 December 31
2016
2015
Amount
%
Amount
%
$ 2,438,842
26 $ 2,490,281
34
Purchase of
Bonds
Sale of
Bonds
$ 1,523,921
$ 6,817,931
97,143
1,689,580
9,488,960
6,070,655
1,709,013
6,274,423
2015

293

4) Guarantee deposits received in futures contracts

December 31
2016
2015
Amount
%
Amount
%
Subsidiary of the parent company
$ 846,673
2 $ 177,650
1
5) Current tax assets
December 31, 2015
Amount
%
Parent company
$ 122,581
21
6) Restricted assets (recognized as other assets)
December 31
2016
2015
Amount
%
Amount
%
Subsidiary of the parent company
$ 1,427,905
5 $ 829,941
2
7) Amounts held for settlement (recognized as other current assets)
December 31, 2015
Amount
%
Subsidiary of the parent company
$ 1,531,123
4
8) Short-term borrowings
December 31, 2015
Amount
%
Other related parties
$ 198,396
1
9) Notes and bonds issued under repurchase agreement
December 31, 2016
Amount
%
Other related parties
$ 715,372
1
10) Current tax liabilities
December 31
2016
2015
Amount
%
Amount
%
Parent company
$ 275,787
39 $ 506,024
48
December 31 December 31
2016
2015
Amount
%
Amount
%
$ 846,673
2 $ 177,650
1
December 31, 2015
Amount
%
$ 122,581
21

December 31
2015
Amount
%
$ 177,650
1
December 31, 2015
2015
Amount
%
$ 829,941
2
December 31, 2015
Amount
%
$ 1,531,123
4
December 31, 2015
Amount
%
$ 198,396
1
December 31, 2016
2016
Amount
%
$ 275,787
39
2015
Amount
%
$ 506,024
48

294

  • 11) Outstanding derivative financial instruments

a) Interest rate swap contracts

Subsidiary of the parent company

b) Asset swap option contracts - call
Subsidiary of the parent company

c) Interest rate swap contracts
Subsidiary of the parent company
December 31,
2016
Contract
Amount
(Principal)
$ 114,000
December 31,
2016
Contract
Amount
(Principal)
$ 114,000
December 31,
2016
Contract
Amount
(Principal)
$ 710,138

KGI Bank and subsidiaries

Related Party
The Corporation
CDIB Capital Group
KGI Securities
Others
Relationship with the Bank and Subsidiaries
Parent company
Subsidiary of the parent company
Subsidiary of the parent company
Other related parties

1) Due from banks (recognized as cash and cash equivalents)

December 31, December 31, 2016
Amount %
Other related parties $
234,544
3
2) Call loans to banks (recognized as due from the central bank and call loans to banks)
December 31, 2015
Amount %
Other related parties $ 4,629,240 5

295

3) Receivables from securities sale (recognized as receivables)

4)
5)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Amount
%
December 31, 2015
$ 117,459
-
Purchase and sale of bonds
Purchase of
Bonds
Sale of Bonds
For the year ended December 31, 2016
Subsidiary of the parent company
$ 6,817,930
$ 1,523,921
For the year ended December 31, 2015
Subsidiary of the parent company
4,487,411
7,277,298
Discounts and loans, net
Amount
%
Interest Rate
(%)
December 31, 2016
$ 912,472
-
1.54-15.00
December 31, 2015
999,266
-
1.43-18.25
Balance as of December 31, 2016
(In Thousands of New Taiwan Dollars)
Category Number of
Accounts or
Name of
Related
Party
Highest
Balance
Ending
Balance
Normal Overdue Type of
Collateral
Was the
Transaction
Conducted
at Arm’s
Length
Consumer loans 42 $ 32,490 $ 16,502 $ 16,502 $ - None Yes
Residential mortgage loans 78 1,227,071 883,732 883,732 - Real estate Yes
Others 14 30,505 12,238 12,238 - Deposit/real
estate

Yes
Balance as of December 31, 2015

(In Thousands of New Taiwan Dollars)

Category Number of
Accounts or
Name of
Related
Party
Highest
Balance
Ending
Balance
Normal Overdue Type of
Collateral
Was the
Transaction
Conducted
at Arm’s
**Length **
Consumer loans 34 $ 24,394 $ 16,314 $ 16,314 $ - None Yes
Residential mortgage loans 60 1,145,950 974,484 974,484 - Real estate Yes
Others 7 113,608 8,468 8,468 - Deposit/real
estate

Yes

6) Call loans from other banks (recognized as deposits from the Central Bank and banks)

Other related parties
December 31, 2016
Amount
%
$ 4,322,790
14

296

7) Deposits and remittances

Interest Rate
Amount % (%)
December 31, 2016
Parent company $ 1,385,671 - 0-0.35
Subsidiary of the parent company 26,602,012 8 0-1.21
December 31, 2015
Parent company 2,646,445 1 0-0.17
Subsidiary of the parent company 26,153,352 7 0-1.35
  • 8) Payable on securities purchased (recognized as payables)
Amount %
December 31, 2015 $ 193,325 5
  • 9) Payable on parent (recognized as current tax liabilities)
Parent company December 31 December 31
2016
Amount
%
$ 379,060
100
2015
Amount
%
$ 181,150
97

The payables resulted from CDFH and its eligible subsidiaries’ adopting the linked-tax system in the filing of tax returns.

10) Outstanding derivative financial instrument

December 31, 2016

(In Thousands of New Taiwan Dollars)

Related Party Contract Type Contract Period Contract
Amount
Valuation
Gain(Loss)
Balance Sheet Balance Sheet
Account Balance
Subsidiaries of
the parent
company
Asset swap -
Interest rate
swap
contracts
January 5, 2016 -
June 3, 2019
$ 114,000 $ 3,883 Financial assets at
FVTPL
$ 4,342
Asset swap -
option
January 5, 2016 -
May20,2019
114,000
2,020
Financial liabilities
at FVTPL
5,081
Interest rate
swap
contracts
November 4, 2016 -
October 27, 2019
710,138
(4,120)
Financial liabilities
at FVTPL
4,120

December 31, 2015

(In Thousands of New Taiwan Dollars)

Related Party Contract Type Contract Period Contract
Amount
Valuation
Gain(Loss)
Balance Sheet Balance Sheet
Account Balance
Other related
parties
Currency swap
contracts
April 10, 2015 -
November 17,
2016
$ 1,913,574 $ 415,513 Financial assets at
FVTPL
$ 18,890
Financial liabilities
at FVTPL
30,786

297

48. PLEDGED ASSETS

The following assets have been (a) pledged to various financial institutions as guarantees and collaterals for short-term loans, commercial papers payable, long-term loans, and overdraft, (b) pledged with Taipei Exchange Securities Market for settlement reserve, (c) required by the Central Bank for day-term overdraft, (d) required by government for bidding of government bonds, (e) pledged as part of the requirements for filing a petition for tax reassessment, (f) pledged as operating guarantee, compensation reserve and wealth management compensation, (g) pledged as guarantee deposit for oversees bonds sold with repurchase agreement, and (h) derivative transactions security deposit.

Due from the Central Bank and call loans to banks
Property and equipment, net
Available-for-sale financial assets - bonds and stocks
Lease receivables
Operating guarantee deposits
Other financial assets - pledged time deposits
Competitive bid transactions guarantee
Guarantee deposit paid
Investment property, net
Financial assets at fair value through profit or loss - bonds and stocks
Checking accounts - restricted for agent’s stock transfer purposes
Restricted assets - impound account
December 31
2016
2015
$ 21,230,000 $ 10,075,000
4,862,154
4,773,042
3,015,063
2,427,634
2,983,362
3,424,754
1,417,056
1,447,740
744,223
629,344
419,426
323,027
389,585
532,456
353,477
170,336
251,947
50,443
62,566
83,390
48,012
49,178

49. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACTUAL COMMITMENTS

Commitments and contingencies of the Group, except for those disclosed in Notes 52 and 53 were summarized as follows:

  • a. In April 2007, CDIB Capital Group and Morgan Stanley entered into a CDS contract that was tied to a synthetic collateralized debt obligation on residential mortgage-backed securities. The representations made to CDIB Capital Group by Morgan Stanley during the solicitation process were materially false and misleading and therefore caused significant losses to CDIB Capital Group. On July 15, 2010, CDIB Capital Group initiated action against Morgan Stanley & Co. International PLC (“Morgan Stanley”) et al. to recover losses CDIB Capital Group suffered as a result of its investment in a Morgan Stanley’s credit default swap (CDS) product that had been tied to a synthetic collateralized debt obligation on residential mortgage-backed securities; the representations made to CDIB Capital Group by Morgan Stanley during the solicitation process were materially false and misleading and therefore caused significant financial losses to CDIB Capital Group. As of December 31, 2010, the underlying asset pools on the CDS had been liquidated, and CDIB Capital Group had recognized all gains and losses from the transaction. The balance of US$11,978 thousand (NT$386,632 thousand based on the exchange rate of December 31, 2016) was reclassified to “other financial liabilities”. The litigation had not yet been concluded as of December 31, 2016. In addition, Morgan Stanley overlooked CDIB Capital Group’s efforts and terminated interest rate swap (IRS) contracts (nominal principal amount: KRW24,000,000 thousand) and CDS contracts (nominal principal amount: JPY586,510 thousand), CDIB Capital Group reserves the right of legal proceedings.

  • b. Securities and Futures Investors Protection Center sued Grand Cathay (KGI Securities as the survivor company after merging on June 22, 2013) and claimed that due to the fact that KGI Securities was the lead underwriter of Taiwan Kolin Co., Ltd. 2nd convertible bonds which issued on November 7, 2007, KGI Securities must have but not performed sufficient audits on the contents disclosed in the prospectus

298

of Taiwan Kolin Co., Ltd. 2nd convertible corporate bonds, which against the Article 20 and 32 of Securities and Exchange Act and the Article 184 and 185 of Civil Code. The plaintiffs sued KGI Securities and Taiwan Kolin Co., Ltd. with jointly liability amounted to $133,308 thousand plus 5% interest. The lawsuit is currently proceeded by the Taipei District Court. However, Taiwan Kolin Co., Ltd. is under the procedure of reorganization, this lawsuit is withdrawn now.

  • c. Plaintiffs, Digital Imaging Solution Global Ltd. (“Digital”) and Minda Consulting Ltd. (“Minda”), advocated that GT based on stock pledge generated from loans of HK$10,000 thousand with Minda and Minda transferred its pledge right on Digital to GT, GT transferred a pledge right of 35,000 thousand shares of eCyberChina to Minda in exchange. However, GT and its fund managers, including KGI Limited, disposed the 2,000 thousand shares of eCyberChina without Minda’s approval and thus violated the pledge agreement. Therefore, Digital and Minda filed a lawsuit to the GT in November 2007 and requested for compensation of HK$119,130 thousand and related expenses and interest. In February 2008, Digital and Minda added KGI Limited as a defendant. On July 21, 2008, the appeal was dismissed by courts of Hong Kong and the plaintiffs appealed to a higher court. In December 2008, the courts of appeals dismissed the appeal by Digital while the appeal by Minda is still pending in the courts of appeals. According to the loan contract signed on May 9, 2000, Global Treasure Investments Limited (GT) loaned HK$10,000 thousand to Minda. Because Minda broke the contract by not making loan repayments, GT filed a lawsuit against Minda on October 31, 2002, and requested the return of HK$9,192 thousand plus interest. The case is still pending in the courts of Hong Kong.

  • d. Securities and Futures Investors Protection Center sued CDIB Capital Management Corporation and claimed that due to the fact that CDIB Capital Management Corporation is the corporate director of Powercom Ltd., CDIB Capital Management Corporation have but not performed sufficient audits on the contents disclosed in the financial statements which failed to comply the obligation of being a good administrator. Therefore, the plaintiff demanded compensation of $592,648 thousand and related interests from CDIB Capital Management Corporation and Powercom Ltd. CDIB Capital Management Corporation and Powercom Ltd. could not estimate the related possible loss because the case was currently pending with the Taipei District Court and the final outcome of the court is uncertain.

  • e. In February 2008, during a financial crisis involving Far Eastern Air Transport Limited (FEAT), nine people, including Hu, Tsui and Chen, were sued by a state prosecutor after they were investigated. Hu, CDIB Capital Group’s former designated representative to FEAT’s board of directors, was charged by the state prosecutor of dereliction of duty as an FEAT board member, resulting in financial loss to FEAT. FEAT also initiated a civil action against Hu and CDIB Capital Group, claiming that they were jointly liable for damages of $677,199 thousand plus interest. The criminal case brought by FEAT against Hu and CDIB Capital Group was adjudicated on September 28, 2012, and both defendants were acquitted of the charge brought against them; thus, the civil lawsuit was also dismissed by the criminal court. FEAT disagreed with this judgment and filed for appeal of the court’s decision on CDIB Capital Group and Hu’s criminal and civil cases, claiming that these two defendants were jointly liable for damages of $660,000 thousand plus interest. The lawsuit was adjudicated on January 28, 2016, and both defendants, Hu and CDIB Capital Group were acquitted of the charge brought against them again; the civil lawsuit was also dismissed by the criminal court of the Taiwan High Court. However, since the manner of execution of the two judgements was uncertain, CDIB Capital Group could not ascertain the final outcome of the lawsuit. In July 2013, FEAT sued Yageo Corporation Limited, Feng Dan Bai Lu Corporation Limited, Yong Chun Corporation Limited and CDIB Capital Group for failing to discharge its obligations as a good administrator, resulting in embezzlement FEAT, for which FEAT demanded the payment of $100,000 thousand and interests. FEAT lost the lawsuit on December 30, 2014 claimed by the Taipei District Court and decided to appeal to the Taiwan High Court. CDIB won the lawsuit on April 14, 2016 claimed by the Taiwan High Court. Although FEAT filed appeal to the Supreme Court of the ROC, the Supreme Court dismissed the appeal on November 30, 2016. Thus, the decision was certain. CDIB Capital Group was not liable for the damages.

299

  • f. The case KGI Bank acted vigorously in regards to Prince Motors’ overdue debt. In December 2012, a third party regards the property rights of Dun Nan buildings as fraudulently infringing upon the rights of the creditors (credit litigation amounted to $481,157 thousand). On February 14, 2014. The Taiwan District Court has judged that KGI Bank lost the lawsuit and has to return the amount received of $1,786,318 thousand for re-allocation. KGI Bank has entrusted a lawyer. KGI Bank has appealed for second trial on March 10, 2014. On March 6, 2016, the lawyer judged that the case has ethical conflicts and insufficient evidence to support the judgment of the court. KGI Bank has a high possibility of winning the case, and the case is currently under the trial of the high court.

  • g. In response to the rapid business development and IT demands for innovative products, KGI Bank plans to outsource its IT operations to improve IT service levels and to rapidly respond to the business development and changes in external regulations. The board of directors’ meeting held on October 30, 2012 approved the plan for outsourcing the IT operations to International Business Machines Corp., Taiwan (IBM Taiwan) for the next 10 years, starting from October 31, 2012. According to the IT outsource contract, besides extra services being charged according to professional rates, KGI Bank has to pay a total of $872,238 thousand for the basic framework, support service, IT application service and integration and transformation of server and so on as annual services fees in the future contract periods, starting from December 31, 2016.

50. BUSINESS COMBINATION

  • a. KGI Fraser Securities Pte. Ltd.

KGI Asia (Holdings) Pte. Ltd., which is a subsidiary of KGI Securities, for the purpose of expanding foreign business, had acquired 100% of the voting rights of KGI Fraser Securities Pte. Ltd.’s (KGI Fraser) on January 30, 2015. KGI Fraser is a non-listed company located in Singapore specialized in the futures related business.

  • 1) The fair value of KGI Fraser’s identifiable assets and liabilities on the acquisition date were as follows:
Fair Value on Fair Value on
Acquisition
Date
Assets
Financial assets (include cash and cash equivalent $1,040,544) $ 3,227,104
Other assets 38,986
Assets subtotal 3,266,090
Liabilities
Financial liabilities (2,647,608)
Identifiable net assets $
618,482
  • 2) KGI Fraser’s goodwill, $372,878 thousand, was resulted from the difference between consideration of the acquisition (cash transaction cost of acquisition) of $991,360 thousand and the fair value of identifiable net assets of $618,482 thousand.

300

  • 3) Effects of results of operations caused by business combination

From the acquisition date to December 31, 2015, net revenue and net loss from acquiree were $300,445 thousand and $298,275 thousand. Should the acquisition occur on the beginning of the accounting period, the pro-forma net revenue and net profit of the Company and subsidiaries for the year ended would be $29,808,137 thousand and $8,596,435 thousand, respectively. The above amount could not reflect the results of operations and revenues from the Company and subsidiaries if the acquisition were completed on the beginning of the accounting period, and therefore it should not be used to predict future operation outcome.

b. PT KGI Sekuritas Indonesia

To extend the scale of overseas operation and enhance group’s regional distribution, KGI Securities’ board of directors approved a 99% investment in PT Hasta Dana Sekuritas Indonesia by KGI Capital Asia Ltd. on August 31, 2016. The unlisted company was established in Indonesia and specializing in securities related business.

  • 1) Assets acquired and liabilities assumed on the acquisition date were as follows:
Fair Value on
Acquisition
Date
Assets
Financial assets (include cash and cash equivalent $47,450) $ 226,818
Other assets
3,094
Assets subtotal
229,912
Liabilities
Financial liabilities (108,462)
Other liabilities
(21)
Liabilities subtotal (108,483)
Identifiable net assets $ 121,429
  • 2) KGI Indonesia’s goodwill, $76,975 thousand, was resulted from the consideration of the acquisition (cash transaction cost of acquisition) of $197,190 thousand plus fair value of non-controlling interests of $1,214 thousand and deduct fair value of identifiable net assets of $121,429 thousand.

  • 3) Effects of results of operations caused by business combination

From the acquisition date to December 31, 2016, net revenue and net loss from acquiree were $22,108 thousand and $372 thousand. Should the acquisition occur on the beginning of the accounting period, the pro-forma net revenue and net profit of the Company and subsidiaries for the year ended would be $27,156,877 thousand and $5,986,381 thousand, respectively. The above amount could not reflect the results of operations and revenues from the Company and subsidiaries if the acquisition were completed on the beginning of the accounting period, and therefore it should not be used to predict future operation outcome.

301

51. INDIVIDUAL PROFITABILITY AND CONSOLIDATED PROFIT ABILITIES OF CDFH, CDIB CAPITAL GROUP, KGI SECURITIES AND KGI BANK

Consolidated Profitability

(%)

Items Items December 31,
2016
December 31,
2015
Return on total assets Before income tax 0.81 1.06
After income tax 0.68 0.96
Return on net worth Beforeincome tax 4.23 5.48
After income tax 3.57 5.00
Profitmargin 22.07 29.00

Profitability of CDFH

(%)

Items Items December 31,
2016
December 31,
2015
Return on total assets Beforeincome tax 3.15 4.55
After income tax 3.21 4.52
Return on net worth Beforeincome tax 3.50 5.09
After income tax 3.60 5.09
Profitmargin 90.41 91.46

Profitability of CDIB Capital Group

(%)

Items Items December 31,
2016
December 31,
2015
Return on total assets Beforeincome tax 2.17 1.76
After income tax 2.06 1.80
Return on net worth Beforeincome tax 2.22 5.20
After income tax 2.10 5.32
Profitmargin 69.52 82.65

Profitability of KGI Securities

(%)

Items Items December 31,
2016
December 31,
2015
Return on total assets Beforeincome tax 1.50 1.51
After income tax 1.43 1.43
Return on net worth Beforeincome tax 4.30 4.39
After income tax 4.09 4.17
Profitmargin 25.28 28.93

302

(%)

Profitability of KGI Bank

Items Items December 31,
2016
December 31,
2015
(Note)
Return on total assets Beforeincome tax 0.87 1.07
After income tax 0.69 0.95
Return on net worth Beforeincome tax 8.24 10.42
After income tax 6.58 9.21
Profitmargin 37.35 49.63

Note: The above information includes prior interests under joint control.

52. FINANCIAL INSTRUMENTS

  • a. The definitions of each hierarchy are as follows:

  • 1) Level I fair values are quoted prices in active markets for financial instruments.

  • 2) Level II fair values are those directly or indirectly observable inputs other than Level I quoted prices, such as the quoted prices of similar financial instruments; in less active markets, quoted price arrived from pricing models that use inputs such as in interest rates and volatility rates, which are derived from or can be corroborated with observable market data.

  • 3) Level III refers to inputs that are not based on observable market data.

  • b. Fair value

  • 1) The fair value hierarchy of financial instruments were as follows:

December 31, 2016
(In Thousands of New Taiwan Dollars)
Level I Level II Level III Total
Nonderivative financial instruments
Financial assets
Financial assets at FVTPL
Financial assets held for trading
Stock investments
$ 14,729,281 $ - $ -
$ 14,729,281
Bond investments 45,690,252 17,938,947 - 63,629,199
Others 79,948 11,084,251 - 11,164,199
Financial assets designated as at FVTPL 191,269 41,171,537 174,265 41,537,071
Available-for-sale financial assets
Stock investments 21,758,314 143,902 366,045 22,268,261
Bond investments 37,878,390 46,212,414 - 84,090,804
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities held for trading 4,982,114 2,864,269 - 7,846,383
Financial liabilities designated as at
FVTPL - 11,892,012 - 11,892,012
(Continued)

303

Level I Level II Level III Total
Derivative financial instruments
Financial assets
Financial assets at FVTPL
Financial assets held for trading
$ 640,495 $ 27,338,473 $ 241,384
$ 28,220,352
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities held for trading 438,904 30,046,248 237,850 30,723,002
Financial liabilities designated as at
FVTPL - 1,103,869 - 1,103,869
(Concluded)
December 31, 2015
(In Thousands of New Taiwan Dollars)
Level I Level II Level III Total
Nonderivative financial instruments
Financial assets
Financial assets at FVTPL
Financial assets held for trading
Stock investments
$ 14,037,985 $ - $ -
$ 14,037,985
Bond investments 55,316,866 37,364,773 - 92,681,639
Others 290,178 8,150,733 - 8,440,911
Financial assets designated as at FVTPL 234,787 19,921,689 188,401 20,344,877
Available-for-sale financial assets
Stock investments 20,055,988 523,025 - 20,579,013
Bond investments 38,963,312 10,772,965 327,725 50,064,002
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities held for trading 3,493,208 3,326,889 - 6,820,097
Financial liabilities designated as at
FVTPL - 4,352,498 - 4,352,498
Derivative financial instruments
Financial assets
Financial assets at FVTPL 450,041 18,893,330 2,931,302 22,274,673
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities held for trading 456,154 23,031,691 3,071,362 26,559,207
Financial liabilities designated as at
FVTPL - 2,166,377 - 2,166,377

2) Evaluation technology at fair value

For financial assets and liabilities at fair value through profit or loss and available-for-sale financial assets, fair value is determined at quoted market prices. When market prices of the Group’s various financial instruments are not readily available, fair values are estimated by using appropriate valuation models or other banks’ transaction prices. The information the Group uses for fair value estimation is consistent with that generally used in the market; the basis of the theory are commonly recognized by the industry. The type of relevant methodology can roughly divided into analytical solution model (for example: Black-school model) and numerical method model (for example Monet Carlo simulation).

  • 3) Reconciliation of fair value

  • a) The limitation of valuation techniques and uncertain inputs

Valuation techniques incorporate assumptions are dependent on the instrument type and available market data. However, certain model inputs may be less readily determinable from valuation techniques. In these circumstances, valuation model would adopt additional parameters and/or model assumptions such as model risk or Liquidity Risk and so on, to make fair value adjustment. According to our policies of Valuation management and relevant

304

control procedure, the Corporation’s management considers that Valuation adjustments are necessary and appropriate. To accept approaches and principles for the making the appropriate adjustments, all parameters and price information should be evaluated thoroughly and make reference from market situation.

  • b) Credit risk valuation adjustments

Credit risk valuation adjustments are classify into Credit value adjustments and Debit value adjustments, and definitions are on the following:

  • The credit valuation adjustment is an adjustment to the valuation of OTC derivative contracts to reflect within fair value the possibility that the counterparty may default and that the Corporation may not receive the full market value of the transactions.

  • The debit valuation adjustment is an adjustment to the valuation of OTC derivative contracts to reflect within fair value the possibility that the Corporation may default, and that the Corporation may not pay full market value of the transactions.

The Group calculates their debit valuation adjustment on the basis of their internal assessment of a counterparty’s probability of default (PD), which is subject to standard supervisory parameters, take loss given default (LGD) into consideration and multiplied by their estimates of the counterparty’s exposure at default (EAD).

The Group calculates the counterparty’s EAD with OTC derivative’s market to market value and the counterparty’s LGD, which is 60 percentage of EAD based on Taiwan Stock Exchange (TWSE) guidance.

The Group takes Credit risk valuation adjustments for determining the fair value of financial instruments and reflect counterparty’s credit risk and the Corporation’s credit quality.

  • 4) Transfer between the first level and the second level
For the Year Ended
December 31, 2016
For the Year Ended
December 31, 2016
For the Year Ended
December 31, 2015
For the Year Ended
December 31, 2015
Level One
Converted
Into Level
Two
Level Two
Converted
Into Level One
Level One
Converted
Into Level
Two
Level Two
Converted
Into Level One
Financial assets at FVTPL -
bondinvestments
$ 226,823 $ - $ 410,851 $ 234,787
Available-for-sale financial
assets-stock investments
-
394,954

-

-
Available-for-sale financial
assets-bondinvestments
5,366,996
351,565

1,694,599
-

Because of changes in market liquidity, evaluation sources applied by some NTD treasury bill will change. It makes the applicable level of bond’s fair value change from level one into level two or level two into level one, and stock investment has open-market quotes, it makes the applicable level of bond’s fair value change from level two into level one.

305

  • 5) Reconciliation of Level III items of financial instruments

The movements of financial assets with Level III fair value were as follows:

For the Year Ended December 31, 2016

(In Thousands of New Taiwan Dollars)

Items Beginning
Balance
Valuation
Gains (Losses)
Recognized as
Current
Income (Loss)
or Other
Comprehensive
Income
Amount o f Increase **Amount o ** f Decrease Ending
Balance

Purchase or
Issue
Transfer to
Level III
Sale, Disposal
or Settlement

Transfer from
Level III
Financial assets at FVTPL
Financial assets held for
trading
Financial assets designated
as at FVTPL
Available-for-sale financial
assets
$ 2,931,302
188,401
327,725
$ (878,412 )
(29,838 )
28,359
$ 629,937

15,702

329,890
$ -
-
-
$ (600,098 )
-
(319,929)
$ (1,841,345 )
-
-
$ 241,384
174,265
366,045

For the Year Ended December 31, 2015

(In Thousands of New Taiwan Dollars)

Items Beginning
Balance
Valuation
Gains (Losses)
Recognized as
Current
Income (Loss)
or Other
Comprehensive
Income
Amount o f Increase **Amount o ** f Decrease Ending
Balance

Purchase or
Issue
Transfer to
Level III
Sale, Disposal
or Settlement

Transfer from
Level III
Financial assets at FVTPL
Financial assets held for
trading
Financial assets designated
as at FVTPL
Available-for-sale financial
assets
$ 974,985
233,686
311,154
$ 2,829,871
(45,285 )
16,571
$ 4,210,972

-

-
$ 1,819
-
-
$ (5,086,345 )
-
-
$ -
-
-
$ 2,931,302
188,401
327,725

The movements of financial liabilities with Level III fair value were as follows:

For the Year Ended December 31, 2016

(In Thousands of New Taiwan Dollars)

Items Beginning
Balance
Valuation
Gains (Losses)
Recognized as
Current
Income (Loss)
or Other
Comprehensive
Income
Amount o f Increase **Amount o ** f Decrease Ending
Balance

Purchase or
Issue
Transfer to
Level III
Sale, Disposal
or Settlement

Transfer from
Level III
Financial liabilities at FVTPL
Financial liabilities held for
trading

$3,071,362
$ (968,451) $ 658,308 $ - $ (675,764) $ (1,847,605) $ 237,850

For the Year Ended December 31, 2015

(In Thousands of New Taiwan Dollars)

Items Beginning
Balance
Valuation
Gains (Losses)
Recognized as
Current
Income (Loss)
or Other
Comprehensive
Income
Amount o f Increase **Amount o ** f Decrease Ending
Balance

Purchase or
Issue
Transfer to
Level III
Sale, Disposal
or Settlement

Transfer from
Level III
Financial liabilities at FVTPL
Financial liabilities held for
trading
Financial liabilities
designated as at FVTPL
Derivative financial liabilities
for hedging


$ 2,114,151

1,966,485
20,659
$ 2,304,315
(24,710 )
(20,659)
$ 257,282
888,400
-
$ 2,234
-
-
$ (1,606,620 )
(933,575 )
-
$ -
(1,896,600 )

-
$ 3,071,362
-
-

306

  • Note: For parts of financial assets at FVTPL, the Corporation’s subsidiaries change their evaluation source from sell’s quote to observable market parameters, causing the applicable level of fair value of the financial assets at FVTPL change level three to level two.

The total gains or losses for the years ended December 31, 2016 and 2015 included a loss of $23,630 thousand and a gain of $488,665 thousand relating to assets and liabilities measured at fair value on Level III fair value measurement and held at the end of reporting date.

  • 6) Quantitative information about significant unobservable inputs (Level 3)

CDIB Capital Group and subsidiaries

Equity securities are classified fair value Level 3 financial asset by CDIB Capital Group and subsidiaries. Quantitative information about the significant unobservable inputs is set out below:

Fair Value at
December 31,
2016
Valuation
Technique(s)
Significant
Unobservable
Inputs
Range The Relationship Between
Inputs and Fair Value
Repetitive basis to fair value
measurement items
Non-derivative financial assets
Financial assets at FVTPL
Convertible bond
Others
Available-for-sale financial
assets
Derivative financial assets
Others

$ 158,126
16,139

307,895
9,824
Market approach
Recent strike price
Market approach
Discounted
cash-flow method
Recent strike price
Recent strikeprice
Income multiplier
lack of liquidity
discount
-
Income multiplier
WACC
lack of liquidity
discount
-
-
3.75
15%
-
4.7
11.7%
20%
-
-
When the higher income
multiplier, the higher of fair
value; when the higher lack
of liquidity discount, the
lower of fair value.
-
When the higher income
multiplier, the higher of fair
value; when the higher lack
of liquidity discount, the
lower of fair value; when
the higher WACC, the
lower of fair value.
-
-
Fair Value at
December 31,
2015
Valuation
Technique(s)
Significant
Unobservable
Inputs
Range The Relationship Between
Inputs and Fair Value
Repetitive basis to fair value
measurement items
Non-derivative financial assets
Financial assets at FVTPL

$ 188,401
Market approach Income multiplier
lack of liquidity
discount
3.75
15%
When the higher income
multiplier, the higher of fair
value; when the higher lack
of liquidity discount, the
lower of fair value.

307

KGI Securities and subsidiaries

The explanation of quantitative information about significant unobservable inputs in fair value measurement and sensitivity analysis significant unobservable inputs used by repetitive basis to fair value Level 3 financial asset of KGI Securities and subsidiaries were as follows:

December 31, 2016

Significant
Unobservable Quantification The Relationship Between Inputs
Valuation Techniques Inputs Information and Fair Value
Financial assets
Non-derivative financial assets
Available-for-sale financial
Fair value from Fair value from Fair value from
Fair value from counter-party.
assets counter-party counter-party counter-party
Derivative instruments
Structured products - option
Martingale pricing History volatility 13.72%-53.10% According to condition of contract,
technique fair value of asset may be higher
or lower.
Credit derivatives instruments -
ISDA Standard Upfront Recovery rate 0.4%
According to ISDA Standard
CDS Modal Upfront Modal, recovery rate is
set from the category of targets’
debts.
Financial liabilities
Derivative instruments
Structured products - option
Martingale pricing History volatility 13.52%-29.19% According to condition of contract,
technique fair value of liabilities may be
higher or lower.
Equity derivatives - premium -
Martingale pricing History volatility 16.13%-31.40% According to condition of contract,
equity option (put option) technique fair value of liabilities may be
higher or lower.
December 31, 2015
Significant
Unobservable Quantification The Relationship Between Inputs
Valuation Techniques Inputs Information and Fair Value
Financial assets
Derivative instruments
Structured products - option Martingale pricing History volatility 16.11%-62.20% According to condition of contract,
technique fair value of asset may be higher
or lower.
Financial liabilities
Derivative instruments
Structured products - option
Martingale pricing History volatility 10.53%-66.72% According to condition of contract,
technique fair value of liabilities may be
higher or lower.
Equity derivatives - premium -
Martingale pricing History volatility 28.09%-71.56% According to condition of contract,
equity option (put option) technique fair value of liabilities may be
higher or lower.

History volatility used by martingale pricing technique in KGI Securities depends on moving weighted average method, and sampling period refer to maturity in initial contract; if maturity is less than 6 months, sampling period is between 20 to 180 days; if maturity is between 6 months to 12 months, sampling period is between 20 to 360 days; if maturity is more than 12 months, sampling period is between 20 to initial maturity days.

The recovery rate adopted by KGI Securities in the ISDA CDS Standard Model is set based on the ISDA Standard CDS Converter Specification. If the underlying debt is senior unsecured debt, the recovery rate is set to be 0.4. If the underlying debt is subordinated debt, the recovery rate is set to be 0.2. If the debt is from emerging markets (including senior and subordinated debt), the

308

recovery rate is set to be 0.25. KGI Securities set the recovery rate base on the types of the debts. Therefore, the recovery rate is not changed.

In addition to modify the evaluation technology of the credit linked structured commodity in the year of 2015, pricing techniques and significant unobservable inputs used in KGI Securities and subsidiaries on December 31, 2016 are the same compare with it used on December 31, 2015.

KGI Securities and subsidiaries adopts pricing model and pricing parameters cautiously, producing reasonable fair value measurement, however, different pricing model or parameters may lead to different outcome. To those financial assets and liabilities categorized into Level 3, effects of current period net income or loss affected by changes in pricing parameters were as follows:

December 31, 2016

Financial assets
Non-derivative instruments
Available-for-sale financial
assets
Derivative instruments
Structured notes - options

Financial liabilities
Derivative instruments
Structured notes - options

Equity derivative
instruments - premium -
options (put options)
Sensitivity Analysis of
Relationship Between Inputs and
Fair Value
Positive/
Negative
Inputs
Change
Not applicable
Not applicable
History volatility
+25%/-25%
History volatility
-25%/+25%
History volatility
-25%/+25%
Recognized to Profit or Loss
Positive Impact Negative Impact
Not applicable
Not applicable
$ 1,662
$ 1,476
$ -
$ -
-

-

$ -
$ -

December 31, 2015

Sensitivity Analysis of Relationship Between Inputs and

Financial assets
Derivative instruments
Structured notes - options

Financial liabilities
Derivative instruments
Structured notes - options

Equity derivative
instruments - premium -
options (put options)
Fair Value
Positive/
Negative
Inputs
Change
History volatility
+25%/-25%
History volatility
-25%/+25%
History volatility
-25%/+25%
Recognized to Profit or Loss
Positive Impact Negative Impact
$ 249
$ 170
$ 19
$ 44
674

763

$ 693
$ 807

309

KGI Bank and subsidiaries

The table below lists quantitative unobservable inputs of Level 3 financial instruments:

Fair Value at
December 31,
2016
Valuation
Technique(s)
Significant
Unobservable
Inputs
Range The Relationship Between
Inputs and Fair Value
Repetitive basis to fair value
measurement items
Derivative financial assets
Financial assets at FVTPL
Derivative financial liabilities
Financial liabilities at FVTPL
$ 177,705

234,417
HullWhite, Libor
Market Model,
discounted cash
flow
HullWhite, Libor
Market Model,
discounted cash
flow
Quanlity/Factor/
FREQ/Simulate
Method
Quanlity/Factor/
FREQ/Simulate
Method
Inapplicable
Inapplicable
Inputs of parameters do not
contain linear relation, which
analyzed by comparing
correctness, stability,
rationality, efficiency of
performance and other different
aspects of the outcome. Then
KGI Bank and subsidiaries
select the applicable one
according to the analysis.
Inputs of parameters do not
contain linear relation, which
analyzed by comparing
correctness, stability,
rationality, efficiency of
performance and other different
aspects of the outcome. Then
KGI Bank and subsidiaries
select the applicable one
accordingto the analysis.
Fair Value at
December 31,
2015
Valuation
Technique(s)
Significant
Unobservable
Inputs
Range The Relationship Between
Inputs and Fair Value
Repetitive basis to fair value
measurement items
Non-derivative financial assets
Available-for-sale financial
assets - bond investment
Derivative financial assets
Financial assets at FVTPL
Derivative financial liabilities
Financial liabilities at FVTPL

$ 327,725
2,919,020

3,043,322
Discounted cash
flow
Hull White, Libor
Market Model,
discounted cash
flow
Hull White, Libor
Market Model,
discounted cash
flow
Credit Spread
Quanlity/Factor/
FREQ/Simulat
e/Method
Quanlity/Factor/
FREQ/Simulat
e/Method
Inapplicable
Inapplicable
Inapplicable
Yield rate is proportional to
Credit Spread; fair value is
inversely proportional to Credit
Spread.
Inputs of parameters do not
contain linear relation, which
analyzed by comparing
correctness, stability,
rationality, efficiency of
performance and other different
aspects of the outcome. Then
KGI Bank and subsidiaries
select the applicable one
according to the analysis.
Inputs of parameters do not
contain linear relation, which
analyzed by comparing
correctness, stability,
rationality, efficiency of
performance and other different
aspects of the outcome. Then
KGI Bank and subsidiaries
select the applicable one
accordingto the analysis.

310

  • 7) Pricing process of Level III fair value

CDIB Capital Group and subsidiaries

The valuation method and parameters adopted by CDIB Capital Group and subsidiaries conform to the general market practice which the theoretical basis is generally identified by the industry. Besides, the department exams and adjusts inputs that pricing model needed periodically to insure outcomes are reasonable. Investment Property is valued by CDIB Capital Group and subsidiaries based on Financial Supervisory Commission’s declaration of valuation method and parameters or committed to appraisers to make valuation.

KGI Securities and subsidiaries

When KGI Securities has those derivatives that their fair value are hard to reach or they are categorized to financial assets no active market, reasonability of fair value of those financial assets are assessed by risk management department according to the Guidelines of Asset Valuation Operation set by KGI Securities, and the outcomes of the valuation will be recorded in the book by treasury department.

KGI Bank and subsidiaries

KGI Bank’s risk management department is responsible for the pricing process of Level III fair value. The pricing models and conditions assumed are conform to market practice; the basis of the theory are commonly recognized by the industry as a basis of valuation in conducting measurement of fair value. Further, the department confirms whether the sources of the information are independent or not, reasonably reflecting the prices in normal circumstances, and examines and adjusts fair value periodically to insure results of the valuation is reasonable.

  • c. Fair value of financial instruments not carried at fair value

  • 1) Fair value information

Assets and liabilities measured at cost, excluding investment accounted for using equity method - unlisted stocks, financial assets measured at cost, debt instruments with no active market investment properties, bank debentures payable, have carrying amounts that are reasonably close to their fair value; thus, their fair values are not disclosed.

Investments accounted for using the equity method - unlisted stocks and financial assets measured at cost both are unlisted financial assets, which have no quoted market prices in an active market and the fair value cannot be reliably measured owing to the variation interval of the estimate of the fair value is not quite small and the possibilities of the estimates in the interval cannot be assessed reasonably; thus, the Group does not disclose their fair value.

For fair value measurement of investment property, please refer to Note 19.

Bank debentures payable with quoted price in an active market are using market price as fair value; bond payable with no quoted price in an active market are estimated by valuation methods or opponent’s price.

311

  • 2) The fair value hierarchy of financial instruments were as follows:

December 31, 2016

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Level I Level II Level III Total
Financial assets
Investments accounted for using
the equity method $ 2,448,105 $
-
$
-
$ 2,448,105
Debt instrument with no active
market - - 581,022
581,022
Non-financial assets
Investment property, net - - 4,147,015
4,147,015
Financial liabilities
Bank debentures payable - 2,672,291 -
2,672,291
December 31, 2015
(In Thousands of New Taiwan Dollars)
Level I Level II Level III Total
Financial assets
Investments accounted for using
the equity method $ 2,182,797 $
-
$
-
$ 2,182,797
Non-financial assets
Investment property, net - - 3,622,323
3,622,323
Financial liabilities
Bank debentures payable - 2,592,759 -
2,592,759
  • 3) Measurement technique

  • a) The carrying amounts of financial instruments such as cash and cash equivalents, due from the Central Bank and call loans to other banks, securities purchased under resell agreements, receivables, held-to-maturity financial assets, restricted assets, other financial assets, guarantee deposits paid, due to the Central Bank and other banks, funds borrowed from the Central Bank and other banks, securities sold under repurchase agreements, commercial paper payable, payables, deposits and remittances, other financial liabilities and guarantee deposits received and remittances approximate their fair values because of the short maturities of these instruments.

312

  • b) Investments accounted for using the equity method - unlisted stocks and financial assets measured at cost both are unlisted financial assets, which have no quoted market prices in an active market and their fair value cannot be reliably measured owing to that the variation interval of the estimate of the fair value is not quite small and the estimates adopted in the interval thereof cannot be assessed reasonably; thus, the Group does not disclose their fair value.

  • c) The base rate (floating rate) is usually adopted as the loan rate because it can reflect the market rate. Thus, using its carrying amount for considering the probability of repossession and estimating its fair value is reasonable.

  • d) The value of the debt instrument with no active market is referred to the estimated fair value from the counter party.

  • e) The fair values of bonds payable are determined by the present values of future cash flows, with the values discounted at the interest rates of similar bonds payable available for the Corporation.

  • f) For fair value measurement of investment property, refer to Note 19.

53. FINANCIAL RISK MANAGEMENT

  • a. Risk management policies and framework

The Corporation

The Corporation has established its risk management policies, which combine business management and risk management to form a corporate culture and business strategies that place a fundamental importance on risk management. The results of quantified and qualified risk management measures serve as a reference for formulating business strategies. The board of directors has approved the documentation of both overall and specific risk management policies, including market, credit, operational and liquidity risks.

The Corporation has established a risk management committee supervising the implementation of risk management policies, inspecting risk control reports and dealing with related issues. The Corporation also has a risk management department to plan and manage the risk management system, supervise the implementation of risk management of subsidiaries and provide related information to the management and the board of directors.

CDIB Capital Group and subsidiaries

CDIB Capital Group has established its risk management policies, which combine business management and risk management to form a corporate culture and business strategies that place a fundamental importance on risk management. The results of quantified and qualified risk management measures serve as a reference for formulating business strategies. The board of directors has approved the documentation of both overall and specific risk management policies, including business, operational and liquidity risks.

CDIB Capital Group has established a risk management committee supervising the implementation of risk management policies, inspecting risk control reports and dealing with related issues. CDIB Capital Group also has a risk management department to plan and manage the risk management system and provide related information to the management and the board of directors.

313

KGI Securities and subsidiaries

1) Financial risk management objectives

The KGI Securities’ Board of Director and senior management attach great importance to risk management, and continuously to raise risk management mechanism and aimed to strengthen the competitiveness of KGI Securities and subsidiaries. To reach the goal of risk management, controlling the expected or unexpected loss in operating is a passive way and in a positive way is to raise Risk Adjusted Return on Capital. In order to use the capital more efficiently, KGI Securities uses risk appetite as a base according to venture capital allocation. While setting risk appetite, KGI Securities takes the amount of liquid capital and financial and operational goal into consideration.

2) Risk management organization

KGI Securities’ risk management organization framework, which monitors, plans, and executes related risk management affairs, includes board of directors, risk management department, business department and other related departments. KGI Securities’ business departments and back offices should comply with risk management regulations and reports all anomalies and their effects to Risk Management Committee (RMC) and Investment Review Committee (IRC) in time. Risk management organizations’ functions and responsibilities are as follows:

Board of directors is the highest decisive department in KGI Securities, and it also bears ultimate responsibility while monitoring the execution of overall risk management system.

Functions and responsibilities of committees: RMS executes risk management decisions made by board of directors, which include reviewing KGI Securities’ every department’s risk-based budget, risk-based limit and their management system, reviewing guidelines regarding risk management, and inspecting related countermeasures according to risk reports submitted by departments; IRC examines underwriting of securities, assisting of business projects and general long-term investments; and Merchandise Review Committee (MRC) sets up the reviewing system of evaluating commodities and assessing the government examinations of commodities being traded on the market.

Business department is responsible for setting risk management systems, managing and reporting daily risks which belong to its department and executing internal controls effectively which correspond to the government regulations and risk management policies.

Risk management department’s functions and responsibilities are ensuring the execution of policies approved by board of directors, making risk management rules and guidelines, controlling the measuring, monitoring and evaluating of daily risk, producing periodic (daily, weekly or monthly) risk management reports and submitting them to management, and developing or assisting the exploitation and maintenance of risk management information system.

Legal affair department’s functions and responsibilities are providing legal consultations, drafting, reviewing and taking custody of major contracts and monitoring litigation and non-litigation cases.

Legal compliance department’s functions and responsibilities are conveying laws, providing legal consultation, negotiating and facilitating communications. It is also responsible to make sure that all operations and management guidelines are updated accordingly as related regulations are amended. It also supervises as all units conduct an overview of the feasibility of legal compliance.

Fund dispatching department is responsible for KGI Securities’ dispatching and usage of capital, setting up and maintaining finance credits with financial institution, lowering capital costs and managing liquidity risks.

314

Internal audit department’s function and responsibilities are auditing execution of regulations and business operations, proposing amendments in time, and tracing improving progresses after reporting defects and anomalies to the board of directors.

Finance department, settlement department, information department and other related department should understand the risk facing in its industry thoroughly on the basis of risk management related regulations, take necessary risk control measures into consideration while setting up operating management guidelines to assist in completing the whole cooperation’s various risk management tasks, and monitor transaction processes regarding valuation, confirmation of price information, preparation of income statement, processing and confirming of transaction, settling, verifying of accounts, asset control, information safety and maintenance of information.

3) Risk management system

KGI Securities has planned proper risk management system regarding market risk, credit risk, operating risk, liquidity risk and other risks related to the operation of company as a basis of following risk management procedures.

The risk management policies, various risk management standards and operation of merchandise guidelines are established by competent unit. The competent unit makes a draft and asks the related department for advices and opinions, and it will be conducted following the Cooperation’s established guidelines and related standards after approving by RMC.

  • 4) Risk management mechanism

The process of various risk managements include risk identification, risk measurement, risk monitoring and control and risk reports. The evaluation and strategies of important risk are explained as follows:

a) Market risk

KGI Securities restricts the risk level to which it is exposed to an acceptable level through structuring risk management system, enacting market risk management policies, and formulating merchandise operation guidelines. It also restraint risk through allocating venture capital, subject to management strategies and risk appetite, setting various risk-based limits, and conducting risk monitoring on a daily basis.

KGI Securities implemented the MSCI Risk Manager in June 2013, a market risk management system, as a quantitative management instrument. The system integrates all holding positions and provides in a daily basis various analyzing metrics and comprehensive computation results, including equity risk, interest rate risk, exchange rate risk, etc., as well as adjustment and application of diverse derivatives models. Also, the risk management department controls risk-based limits by business units on a daily basis to enforce venture capital allocation.

To establish reliability of value at risk (VaR) model, risk management department conducts back testing periodically. Additionally, it builds various scenarios for stress testing and scenario analysis, to understand the risk tolerance level of KGI Securities.

b) Credit risk

The risk management department applies for credit risk capital toward Board of Directors annually. Establish proper credit risk expected loss limitation amount relating to the firms, single credit valuation level. Also, set different risk limitation amount including countries, industries, groups, high-risk industries/groups, etc. Routinely examine KGI Securities’ credit risk exposure and the use of various credit risk limitation amount.

315

KGI Securities sets proper credit limits by considering capital risk, KGI Securities’ net value, risk measurement and concentration of risk, and by taking into account the credit rating of issuers or counterparties, the traits of transactions, and the characters of instruments, etc. KGI Securities would periodically inspect the credit records of counterparties, holding positions, and collaterals, then report the use of various credit risk limits to key management as well as related departments.

c) Liquidity risk

The liquidity risk could be divided into two categories: Market liquidity risk and fund liquidity risk. The measurement of market liquidity risk is the trading volume of holding position of KGI Securities and serves as the basis of information disclosure. The fund liquidity risk management has established independent fund transfer unit, considering the timing and net cash flow of need by various departments, to effectively control the fund liquidity risk.

The fund transfer unit routinely examines relative financial ratio to ensure the liquidity of assets and liabilities. Also, KGI Securities established fund-flow simulation analysis mechanism according to the anticipation of the future cash need and the fund transferring ability of KGI Securities made by fund transfer unit. The unit would also set proper fund safety inventory and emergency response measure to fulfill the future probable fund need.

d) Operating risk and other risks

All units conduct operation risk management respectively by their own business. This management contains authorization related to operation risk, process, operation content, plan following the division of front and back desk operation and principle of segregation of duties. Operation risk controls include information security and maintenance, clearing, trade confirmation, statements preparation, segregation of duties, relating party trade control as well as the internal control, etc.

The operation risk of each unit’s business is examined and controlled by relative back desk unit such as clearing unit and the information department. In addition to the compliance of law and regulation, the internal audit department would implement control by the regulation and procedure of internal control system to ensure the effectiveness of risk management.

5) Risk hedge and mitigation strategy

KGI Securities has set up hedge instruments and risk mitigation measures in all operations based on KGI Securities’ capital scale and risk tolerance. Such measures include: Risk acceptance, risk adverse, risk transfer and risk control. Reasonable risk avoidance mechanisms can effectively limit a company’s risk within a pre-approved range. The actual execution of hedge, depending on the market dynamics, business strategies, product characteristics and risk management regulations, utilizes previously approved financial instruments to adjust the risk structure and risk level of the total exposure to an acceptable level.

KGI Bank and subsidiaries

KGI Bank has planned proper risk management system regarding market risk, credit risk, and operating risk related to the operation of company as a basis of following risk management procedures.

KGI Bank also planned the mechanism of analysis, monitoring, and report related to overall risk management. Further, it reports to senior management, and committee or board of directors with risk management function; KGI bank keeps related information updated in response to the actual risks encountering significant changes in macroeconomics or financial market to monitor and response effectively.

316

KGI Bank’s risk management not only focuses on individual department but consider the comprehensive effects from an overall corporation perspective.

KGI Bank undertakes risk identification with consistent asset portfolio classification as well as correlation between each other, and establishes a consistent measure according to the different types of exposure.

KGI Bank’s risk management divisions are as follows:

  • 1) Board of directors

The KGI Bank’s Board of Director supervises the establishment of risk management structure and culture, ensures efficiency of operation in risk management, reviews important risk control report and bear the ultimate responsibility of risk management.

  • 2) Risk management committee

KGI Bank has established a risk management committee supervising the implementation of risk management policies, inspecting risk control reports and dealing with related issues.

  • 3) Business and management departments

The department is responsible for ensuring compliance of risk management regulations while conducting the operations to practice the control of daily risk.

  • 4) Risk management department

KGI Bank establishes a risk management department which is independent from operating departments to take charge of planning and managing of risk management system and to provide overall risk management information to senior management and the board of directors.

  • 5) Internal audit department

The department takes charge of establishment of all risk mechanisms and audit the compliance and implementation of mechanism.

Risk management is a joint duty to all KGI Bank’s department including business, legal, compliance of law, finance, accounting, administration, operating, audit departments and so on, should all practice it actively, and through coordination of intra-departments to carry out the overall risk management.

  • b. Credit risk

CDIB Capital Group and subsidiaries

CDIB Capital Group is exposed to credit risk due to default on contracts by borrowers, debtors or counter-parties and changes in credit quality. The maximum exposure to credit risk is equal to the book value.

For the objectives to enhance shareholder value and to ensure degree of risk tolerance, CDIB Capital Group’s credit risk strategy focuses on superior credit quality assets.

317

1) Credit analysis of financial assets were as follows:

Some financial assets such as cash and cash equivalents, financial assets at fair value through profit or loss, some receivables (like as receivables from securities sale, bond receivables and interest receivables from certificate deposit) and refundable deposits are regarded as having very low credit risk because of the good credit rating of counter-parties.

In addition to the above, credit analysis of other financial assets were as follows:

  • a) Credit quality analysis for receivables
Date Neither Past Du Neither Past Du e Nor Impaired e Nor Impaired Overdue But Not
Yet Impaired
(B)
Overdue But Not
Yet Impaired
(B)
Impaired
Amount (C)
Impaired
Amount (C)
Total
(A)+(B)+(C)
Total
(A)+(B)+(C)
Loss Recognized (D) Loss Recognized (D) Loss Recognized (D) Loss Recognized (D) Net Total
(A)+(B)+(C)-(D)
Good/Moderate Substandard Unrated Subtotal
(A)
With Objective
Evidence of
Impairment
With No
Objective
Evidence of
Impairment
December 31, 2016
December 31,2015
$ -
-
$ -
-
$ -
-
$ -
-
$ -
-
$ 2,233,477
2,404,132
$ 2,233,477
2,404,132
$ 123,934
194,780
$ 989,598
968,605
$ 1,119,945
1,240,747
Credit quality analysis for marketable securities
December 31, 2016 Neither Past Due Nor Impaired Overdue But Not
Yet Impaired(B)

Impaired
Amount(C)
Total
(A)+(B)+(C)
Impairment Loss
Recognized(D)

Net Total
(A)+(B)+(C)-(D)
Good/Moderate Substandard Unrated Subtotal (A)
Available-for-sale financial assets
Investment in bonds

$158,798
$ - $ - $158,798 $ - $ - $158,798 $ - $158,798
  • b) Credit quality analysis for marketable securities

  • Note 1: Available-for-sale financial assets other than the above investment in bonds have an initial cost of $13,019,570 thousand, loss on valuation of $3,698,010 thousand and accumulated impairment of $110,308 thousand.

  • Note 2: Financial assets measured at cost have an initial cost of $19,425,997 thousand and accumulated impairments of $2,360,258 thousand.

Note 3: Debt instruments with no active markets have initial costs of $1,720,516 thousand and accumulated impairments of $218,035 thousand.

December 31, 2015 Neither Past Due Nor Impaired Neither Past Due Nor Impaired Overdue But Not
Yet Impaired(B)

Impaired
Amount(C)
Total
(A)+(B)+(C)
Impairment Loss
Recognized(D)

Net Total
(A)+(B)+(C)-(D)
Good/Moderate Substandard Unrated Subtotal (A)
Available-for-sale financial assets
Investment in bonds

$161,308
$ - $ - $161,308 $ - $ - $161,308 $ - $161,308
  • Note 1: Available-for-sale financial assets other than the above investment in bonds have an initial cost of $13,923,194 thousand, loss on valuation of $4,867,019 thousand and accumulated impairment of $35,154 thousand.

  • Note 2: Financial assets measured at cost have an initial cost of $20,996,006 thousand and accumulated impairments of $2,125,405 thousand.

318

Note 3: Debt instruments with no active markets have initial costs of $1,837,737 thousand and accumulated impairments of $218,035 thousand.

Note 4: Held-to-maturity financial assets measured at cost have an initial cost of $102,564 thousand.

319

  • 2) CDIB Capital Group and Subsidiaries’ impairment of receivables
Items Items Receivables Receivables Allowance for Bad Debts Allowance for Bad Debts
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2015
With objective
evidence of
impairment
Assessment of
individual
impairment
$1,090,485 $1,263,179 $ 123,934 $ 194,780
With no objective
evidence of
impairment

Assessment of
collective
impairment
1,142,992
1,140,953

989,598
968,605

Note: The amounts of receivables do not include the amounts of allowance and adjustments for discounts (premiums).

  • 3) CDIB Capital Group and subsidiaries had no overdue but not yet impaired financial assets.

  • 4) Management policies of collaterals assumed

CDIB Capital Group and subsidiaries’ collaterals assumed were mainly land and buildings. As of December 31, 2016 and 2015, the carrying amounts of the collaterals were $115,449 thousand and $118,804 thousand, respectively. Collaterals assumed are classified as other assets in the consolidated balance sheets.

  • 5) Disclosures required by the Regulations Governing the Preparation of Financial Reports by Public Banks

  • a) Asset quality of overdue loans and receivables: None

  • b) Excluded overdue loans and receivables: None

  • c) Concentration of credit risk: None

KGI Securities and subsidiaries

  • 1) Source of credit risk

The credit risks that KGI Securities and subsidiaries/formerly Grand Cathay and subsidiaries are exposed to during financial transactions include issuer’s credit risk, counterparty credit risk and underlying assets credit risk.

  • a) Issuer’s credit risk refers to the risk of financial loss that KGI Securities and subsidiaries face while possessing financial debt instruments or deposits in banks when an issuer (or guarantor) or a bank defaults, files for bankruptcy or liquidates assets and in turn cannot honor the stipulations and fulfill the obligation of paying back (or fulfilling a guarantee).

  • b) Counterparty credit risk refers to the risk of financial loss that KGI Securities and subsidiaries face when a counterparty in derivative financial instrument transactions or other counterparties do not complete a transaction or fulfill a payment obligation on the appointed date.

320

  • 2) Internal risk rating

KGI Securities and subsidiaries classify the credit risk of financial Assets into four levels; the definition of each level is listed as follows:

  • a) Low risk: A debt issuer/counterparty who has a stronger capability to fulfill its financial commitment and is mostly able to repay the principal and interest on the appointed dates in the contract. This counterparty is capable of creating cash flow and is ranked as low risk to KGI Securities.

  • b) Medium-low risk: A debt issuer/counterparty who has a good capability to fulfill its financial commitment related to the debt with a sound financial structure but its ability to repay on time might be affected by poor economic conditions or changes in the environment. A debt issuer/counterparty like this is ranked as medium-low risk to KGI Securities.

  • c) Medium risk: A debt issuer/counterparty who has an acceptable capability to fulfill its financial commitment related to the debt but its ability to do so might be affected by poor business operations, financial or economic conditions. An issuer/counterparty like this is ranked as medium risk to KGI Securities.

  • d) High risk: A debt issuer/counterparty who has a poor capability to fulfill its financial commitment related to the debt and its ability to do so solely depends on its business operation and the stability of the economic environment. A debt issuer/counterparty like this is ranked as high risk to KGI Securities.

The internal credit risk ratings used inside KGI Securities and subsidiaries is not related to external credit ratings. The chart below shows the similarities of the credit quality in KGI Securities’ internal rating system and external rating system.

Interior Risk Rating of KGI Securities and Subsidiaries
Low risk
Medium-low risk
Medium risk
High risk
Taiwan Ratings
twAAA - twAA
twAA- - twA
twA- - twBBB-
twBB+ - under twC
  • 3) Quality and past due of financial assets

December 31, 2016

(In Thousands of New Taiwan Dollars)

Financial Assets Posi tions That AreNeithe **r Past DueNor Impa ** ired Past Due But
Unimpaired
Impaired Impaired Reserve Total
Low Medium-low Medium **High **
Cash and cash equivalents
Financial assets measured at FVTPL -
current
Available-for-sale financial assets -
current
Bonds purchased under resell
agreements
Receivables
Customers’ margin accounts - futures
Stock borrowing collateral price and
guarantee deposits - borrowed
securities
Other financial assets - current
Other current assets
Financial assets measured at FVTPL -
noncurrent
Held to maturity Financial assets -
noncurrent
Others noncurrent assets
$ 16,401,449
43,109,950
11,307
26,142,100
49,815,491
37,066,541
2,376,961
2,498,770
30,477,056
50,033
-
3,443,492
$ 17,900
447,192
-
2,945,208
10,580,853
-
623,726
29,100
-
-
-
-
$ 30,871
2,886,469
-
-
446,369
-
-
-
-
-
300,000
50,702
$ -
-
-
-
4,129
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
$ 16,450,220
46,443,611
11,307
29,087,308
60,846,842
37,066,541
3,000,687
2,527,870
30,477,056
50,033
300,000
3,494,194
Total
Percentage
$ 211,393,150
92.01%
$ 14,643,979
6.37%
$ 3,714,411
1.62%
$ 4,129
0.00%
$ -
-
$ -
-
$ -
-
$ 229,755,669
100.00%

321

December 31, 2015

(In Thousands of New Taiwan Dollars)
Financial Assets Posi tions That Are Neithe **r Past Due Nor Impa ** ired Past Due But
Unimpaired
Impaired Impaired Reserve Total
Low Medium-low Medium **High **
Cash and cash equivalents
Financial assets measured at FVTPL -
current
Available-for-sale financial assets -
current
Bonds purchased under resell
agreements
Receivables
Customers’ margin accounts - futures
Stock borrowing collateral price and
guarantee deposits - borrowed
securities
Other financial assets - current
Other current assets
Financial assets measured at FVTPL -
noncurrent
Available-for-sale financial assets -
noncurrent
Held to maturity financial assets -
noncurrent
Others noncurrent assets
$ 12,352,511
58,964,090
58,849
15,144,686
45,570,769
31,684,109
4,706,715
4,503,104
34,706,980
50,443
-
-
3,549,546
$ 92,000
335,963
-
1,300,743
10,540,052
-
2,302,991
63,700
-
-
-
-
-
$ 7,066
4,344,217
-
-
720,553
-
-
-
-
-
30,403
300,000
200,169
$ -
-
-
-
5,584
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ 12,451,577
63,644,270
58,849
16,445,429
56,836,958
31,684,109
7,009,706
4,566,804
34,706,980
50,443
30,403
300,000
3,749,715
Total
Percentage
$ 211,291,802
91.26%
$ 14,635,449
6.32%
$ 5,602,408
2.42%
$ 5,584
0.00%
$ -
-
$ -
-
$ -
-
$ 231,535,243
100.00%

Financial assets for KGI Securities and subsidiaries are divided into the following three categories based on their credit quality: Positions that are neither past due nor impaired, past due but unimpaired, and impaired.

a) Cash and cash equivalents

Cash and cash equivalents of KGI Securities mainly are the securities deposit for futures transactions which is stored in a specific account. KGI Securities related department will evaluate financial, operating and credit risk situations periodically and take it as reference to management of credit risks. However, assessment results show that just few credit rating of futures companies are middle risk degree. Because the percentage of middle risk rating is low, the credit risk is believed on the Company’s controllable range.

  • b) Financial assets measured at fair value through profit or loss - current

Medium risk financial assets refer to the unsecured corporate bonds, convertible (exchangeable) corporate bonds and CB asset swap that KGI Securities has. Issuers of unsecured corporate bonds are listed/OTC companies or financial institutions. Issuers of convertible (exchangeable) corporate bonds are listed/OTC companies in Taiwan and partial of them are secured by bank; the other unsecured, most of the issuers’ risk is medium. KGI Securities conducts CB asset swap and issues credit linked note to transfer risk and lower the credit risk exposure of it. KGI Securities also reviews the risk exposure of the position periodically and therefore the credit risk is effectively under control.

c) Receivables

Receivables are the amount of margin loan receivables and trading securities receivable that KGI Securities and subsidiaries shall collect from clients in credit transactions. If clients’ risk ranked as medium (the collateral maintenance ratio from 140% to 130%) or high (the collateral maintenance ratio below 130%) collateral main risk, KGI Securities and subsidiaries will closely monitor market fluctuations and counterparties credit history, and also enforces related control measures to minimize the credit risk it faces.

  • d) Available-for-sale financial assets - noncurrent and held to maturity financial assets - noncurrent

It refers to the principal and discounted value of coupon rate listed in unsecured subordinated debentures issued by Hwatai Bank and Sunny Bank that KGI Securities’ subsidiary, GSFC, holds. This issuer is ranked as medium risk.

322

  • e) Other assets - noncurrent

The medium risk financial assets under this category include KGI Securities’ guarantee deposits-out. KGI Securities evaluates all counterparties based on the amounted materiality. The result shows that only certain counterparties are ranked as medium risk. As for the rest of the counterparties, they have low withdrawal amount and credit risk is diversified and therefore, the risk is low.

KGI Bank and subsidiaries

  • 1) The source and definition of credit risk

Credit risk is the risk of financial loss to KGI Bank if a creditor, debtor or counterparty fails to meet its contractual obligations or changes credit quality. Credit risk management should be adopted in all operating activities that involved in credit risk, including loans, call loans to banks, investment in banking book, financial derivatives, transactions in repurchase agreement and other operating activities in relation to the credit risk.

  • 2) Management policy of credit risk

KGI Bank has set standard control procedures on credit risk identification, measurement, and information on disclosures and reports to conduct rational identification, measurement, disclosures and effective control on credit risk. KGI Bank also deliberates the fluctuation in economics and adjusts the credit risk structure accordingly to control the risks in credit portfolio within the risk appetite. These procedures include criteria for targeted client, credit investigation, credit approval or rejection, approval on exceptions, risk control and management, credit review, management on non-performing loans and requests and control of all related documents and information. Based on the risk management policies, the illustration of management process carried out by the competent authority is as follows:

  • a) Credit investigation

  • With respect to the criteria for targeted client, KGI Bank should ask for all necessary documents from the clients in order to filter client accurately and control credit portfolio within the acceptable range.

  • b) Credit approval

Cases that have passed through the credit investigation are reviewed by the credit authority of each level. The credit authorities authorize credits in compliance with the credit limitation structure and authorization policies of KGI Bank. The credit limitation structure and authorization policies of KGI Bank are not only based on banking act and the rules stipulated by the authority, concerning the credit extended to same person or same affiliated enterprises/groups, stock collateral, industry and country, but also based on the professionalism of the credit authorities and the quality of asset control. The amounts of credit authorized are reviewed by the credit authorities on occasional basis.

  • c) Post-lending loan review mechanisms The corporate banking business of KGI Bank strengthens the tracking control of the financial and business conditions on creditors, carry out risk assessment report of credit asset portfolio on a regular basis, set-up warning system and adjust business development strategy to cope with economic conditions and changes in asset quality through the account management scheme and regular reassessment system. As regards to delinquent loans, KGI Bank uses concentration management method, together with information systems and analysis model to conduct regular review to improve the performance on overdue to expedite the collection of nonperforming loans.

323

d) Risk report and information disclosures

The risk management department is responsible for measuring risk, preparing quarterly risk report, including all risk management index and risk capital requirement assessment and reporting to the director of risk management, general manager, risk committee and board of directors.

3) Mitigation or hedging of risk

Considering the asset hedge market and liquidity, KGI Bank takes the necessary risk reduction strategies, mainly on loan objects and hedge transactions involving assets with doubtful collectability or a long period of duration, including methods for increasing appropriate collaterals with good liquidity, or transferring to credit guarantee institutions such as the Small and Medium Credit Guarantee Fund to maximize the collateral. For determining the value of foreclosed collaterals, liquid securities will be evaluated at their market value; other collaterals will be subject to field surveys by appraisal firms for their fair value assessment, which will be used as a basis for demanding additional collaterals or adjusting the credit amount to ensure that risks are within KGI Bank’s tolerance range.

If clients are found to have bad credit features, KGI Bank will strengthen the monitoring of the credit of borrower and guarantor and take measures, such as demanding an early repayment or additional collateral. In addition, KGI Bank sets different credit limits for counterparties involved in derivative transactions and enters into collateral support agreements with counterparties to ensure that risks are under control.

4) Maximum exposure credit risk

Without taking collateral or other credit enhancement mitigation effect into account, the maximum exposure to credit risk of on-balance sheet financial assets is equal to their carrying values and the maximum exposure of credit risk of off-balance sheet financial instruments were as follows:

Irrevocable loan commitments, guarantees and letters of
credit
December 31
2016
2015
$ 102,215,434 $ 95,728,457

KGI Bank believe the adopting stringent selection processes and conducting regular review afterwards are the reasons why they can continuously control and minimize the credit risk exposure of their off-balance sheet items.

KGI Bank’s pledged collaterals associated with credit include discounts, loans and receivables which contain real estate, properties (e.g.: Machinery), rights certificates and securities (e.g.: Certificates of deposit, stocks), notes receivable arose from borrowing of business transactions, deposits guaranteed by authorities of treasury department of government, banks or guarantee institutions authorized by government (e.g.: SME credit guarantee fund and letter of credit guaranteed) and mortgages set in accordance with the laws including registration of land rights. Financial assets held by KGI Bank are part of corporate bonds guaranteed by financial institutions as credit enhancement.

324

  • 5) Concentrations of credit risk

Concentrations of credit risk arise when a number of counterparties or exposure have comparable economic characteristics, or such counterparties are engaged in similar activities, or operate in the same geographical areas or industry sectors, so that their collective ability to meet contractual obligations is uniformly affected by changes in economic or other conditions.

Credit risk concentration can arise in a bank’s assets, liabilities, or off-balance sheet items, through the execution or processing of transactions (either product or service), or through a combination of exposures across these broad categories. It includes credit, loan and deposits, call loan to banks, investment, receivables and derivatives. KGI Bank maintains a diversified portfolio, limits its exposure on a continuous basis. KGI Bank’s most significant concentrations of credit risk are summarized as follows:

  • a) By object
Object December 31, 2016 December 31, 2016 December 31, 2015 December 31, 2015
Amount % Amount %
Public and private enterprise
Natural person
Non-profit organization
$ 173,659,505
81,877,228
342,811

67.87

32.00

0.13
$ 144,211,746
76,343,186
371,376

65.28

34.56

0.16
Total $255,879,544 100.00 $220,926,308 100.00
  • b) By region
Region December 31, 2016 December 31, 2016 December 31, 2015 December 31, 2015
Amount % Amount %
Domestic
Overseas
$ 199,963,503
55,916,041

78.15

21.85
$ 178,752,940
42,173,368

80.91

19.09
Total $255,879,544 100.00 $220,926,308 100.00
  • c) By collateral
Collateral December 31, 2016 December 31, 2016 December 31, 2015 December 31, 2015
Amount % Amount %
Non-collateral
Collateral
Financial collateral
Property
Guarantee
Other
$ 159,432,165
5,533,267
69,541,082
15,837,714
5,535,316

62.31

2.16

27.18

6.19

2.16
$ 137,464,454
6,047,359
58,966,463
13,689,559
4,758,473

62.22

2.74

26.69

6.20

2.15
Total $255,879,544 100.00 $220,926,308 100.00
  • 6) The analysis of financial assets credit quality and impairment of overdue credit

Some financial assets such as cash and cash equivalents, due from Central Bank and call loan to banks, securities purchased under resell agreements, part of receivable and other financial assets, refundable deposits, operation guarantee deposits and clearing and settlement fund are regarded as very low credit risk owing to the good credit rating of counterparties.

325

Apart from the abovementioned, the analysis of remaining financial assets quality is as follows:

a) Discount, loans and receivables

December 31, 2016 Neither Overdue
Nor Impaired
Amount (A)
Overdue But Not
Impaired (B)
Impaired (C) Total
(A)+(B)+(C)
Loss Recognized(D) Loss Recognized(D) Net Amount
(A)+(B)+(C)-(D)
With Objective
Evidence of
Impairment
Without
Objective
Evidence of
Impairment
Receivables
- credit card and credit business
- other
Discount and loans
$ 20,187,004
7,908,772
253,320,668
$ 48,726
98,184
1,415,205
$ 60,944
1,916,337
1,143,671
$ 20,296,674
9,923,293
255,879,544
$ 36,825
1,328,120
523,710
$ 274,288
75,347
2,905,962
$ 19,985,561
8,519,826
252,449,872
December 31, 2015 Neither Overdue
Nor Impaired
Amount (A)
Overdue But Not
Impaired (B)
Impaired (C) Total
(A)+(B)+(C)
Loss Recognized(D) Net Amount
(A)+(B)+(C)-(D)
With Objective
Evidence of
Impairment
Without
Objective
Evidence of
Impairment
Receivables
- credit card and credit business
- other
Discount and loans
$ 31,474,699
9,003,149
218,352,917
$ 54,359
5,637
1,578,720
$ 82,095
1,890,064
994,671
$ 31,611,153
10,898,850
220,926,308
$ 44,059
1,178,715
517,140
$ 441,654
84,500
2,598,556
$ 31,125,440
9,635,635
217,810,612

Note: The total of discounts and loans is the original amount without the adjustments for premiums or discounts.

  • b) When the discount and loan of KGI Bank incurs no overdue nor impaired, the analysis is based on the credit quality of the client
December 31, 2016 Neither Overdue Nor Impaired Neither Overdue Nor Impaired Neither Overdue Nor Impaired
Excellent Good **Normal ** No Ratings Total (A)
Consumer banking
- mortgage loans
- cash card
- micro credit loans
- other-secured
- other - unsecured
Corporate banking
- secured
- unsecured
$ 20,619,402
8,183,177
16,524,651
15,126,807
43,490
14,348,674
26,744,197
$ 7,823,627

2,716,848

2,030,135

1,443,817

-

19,565,638

68,938,717
$ 60,603

639,023

155,321

96,230
-

15,836,689

25,144,016
$ -

2,772,738

81,658

59,219

2,764

757,145

3,606,082
$ 28,503,632

14,311,786

18,791,765

16,726,073

46,254

50,508,146
124,433,012
Total $101,590,398 $102,518,782 $41,931,882 $ 7,279,606 $253,320,668
December 31, 2015 Neither Overdue Nor Impaired Neither Overdue Nor Impaired Neither Overdue Nor Impaired
Excellent Good **Normal ** No Ratings Total (A)
Consumer banking
- mortgage loans
- cash card
- micro credit loans
- other-secured
- other - unsecured
Corporate banking
- secured
- unsecured
$ 17,864,395
8,616,261
15,765,075
12,592,495
54,469
16,074,747
20,983,684
$ 8,315,062

2,757,230

2,048,055

1,076,063

-

21,936,111

52,954,031
$ 9,373

721,108

94,379

116,301
-

9,384,955

16,647,518
$ -

3,317,166

86,296

83,256

4,794

3,016,334

3,833,759
$ 26,188,830

15,411,765

17,993,805

13,868,115

59,263

50,412,147

94,418,992
Total $91,951,126 $89,086,552 $26,973,634 $10,341,605 $218,352,917

326

December 31, 2016 Neither Overdue Nor Impaired Neither Overdue Nor Impaired Neither Overdue Nor Impaired
Excellent Good Normal No Ratings Total (A)
Credit card and credit
business
- credit card business
- forfeiting
- accounts receivable
factoring - no recourse
- acceptances
$ 802,014
1,205,206

6,479,896
-
$ 561,693
3,471,384
2,963,430
64,383
$ 730,325
-
-
107,058
$ 418,963
3,235,994
146,658
-
$ 2,512,995
7,912,584
9,589,984
171,441
Total $8,487,116 $7,060,890 $ 837,383 $3,801,615 $20,187,004
December 31, 2015 Neither Overdue Nor Impaired
Excellent Good **Normal ** No Ratings Total (A)
Credit card and credit
business
- credit card business
- forfeiting
- accounts receivable
factoring - no recourse
- acceptances
$ 772,327
14,699,335

43,968
54,073
$ 565,877
9,825,446
499,491
917,910
$ 801,291
-
6,454
20,992
$ 422,276
2,160,340
684,919
-
$ 2,561,771
26,685,121
1,234,832
992,975
Total $15,569,703 $11,808,724 $ 828,737 $3,267,535 $31,474,699

327

c) Securities investment credit quality analysis

December 31, 2016 Neither Overdue Nor Impaired Neither Overdue Nor Impaired Overdue but
Not Impaired
Amount (B)
Impaired
Amount (C)
Total
(A)+(B)+(C)
Loss
Recognized (D)
Net Amount
(A)+(B)+
(C)-(D)
Excellent Good Normal Total (A)
Available-for-sale financial assets
- investment in bonds
Debtinstrument with no activemarket
$ 83,920,699
581,022
$ -
-
$ -
-
$ 83,920,699

581,022
$ -
-
$ -
-
$ 83,920,699
581,022
$ -
-
$ 83,920,699

581,022

Note 1: Available-for-sale financial assets other than the above investment in bonds have an initial cost of $5,556,000 thousand, loss on valuation of $754,653 thousand and accumulated impairment of $0 thousand.

Note 2: Financial assets measured at cost have an initial cost of $296,423 thousand and accumulated impairments of $40,764 thousand.

December 31, 2015 Neither Overdue Nor Impaired Neither Overdue Nor Impaired Neither Overdue Nor Impaired Neither Overdue Nor Impaired Overdue but
Not Impaired
Amount (B)
Impaired
Amount (C)
Total
(A)+(B)+(C)
Loss
Recognized (D)
Net Amount
(A)+(B)+
(C)-(D)
Excellent Good Normal Total (A)
Available-for-sale financial assets
-investment in bonds
$ 49,813,442 $ - $ - $ 49,813,442 $ - $ - $ 49,813,442 $ - $ 49,813,442

Note 1: Available-for-sale financial assets other than the above investment in bonds have an initial cost of $6,574,790 thousand, loss on valuation of $1,137,565 thousand and accumulated impairment of $0 thousand.

Note 2: Financial assets measured at cost have an initial cost of $303,683 thousand and accumulated impairments of $40,764 thousand.

328

  • 7) Aging analysis of financial assets overdue but not yet impaired

Delays in processing payments by borrowers and other administrative reasons could result in financial assets overdue but not yet impaired. According to KGI Bank’s credit regulations, financial assets overdue within 90 days are not considered as impairment, unless other evidence supported.

The aging analysis of financial assets overdue but not yet impaired is as follows:

December 31, 2016 December 31, 2016 December 31, 2016
1 Month Over 1 Month -
3 Months
Total
Credit card business $ 23,777 $ 24,949 $ 48,726
Discount and loans
Consumerbanking
- mortgageloans 269,849 32,498 302,347
-cashcard 258,200 72,214 330,414
-small-scale creditloans 306,991 69,996 376,987
-other -secured 132,069 16,131 148,200
-other -unsecured 236 - 236
Corporate banking
-secured 25,493 229,889 255,382
-unsecured 618 1,021 1,639
December 31, 2015
1 Month Over 1 Month -
3 Months
Total
Credit card business $ 29,346 $ 25,013 $ 54,359
Discount andloans
Consumer banking
- mortgageloans 265,087 58,556 323,643
-cashcard 287,792 71,877 359,669
-small-scale creditloans 481,712 68,717 550,429
-other -secured 240,793 25,445 266,238
-other -unsecured 1,361 - 1,361
Corporate banking
-secured 50,367 22,141 72,508
-unsecured 2,258 2,614 4,872

329

8) Analysis of impairment for financial assets

Analysis of impairment for discounts, loans and receivables and accumulated impairment are as follows:

Items Items Discounts and Loans Allowance for Bad Debts Allowance for Bad Debts
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2015
With objective
evidence of
impairment
Assessment of
individual
impairment
$ 376,736 $ 209,879 $ 72,202 $ 84,667
Assessment of
collective
impairment
766,935
784,792

451,508

432,473
Without objective
evidence of
impairment
Assessment of
collective
impairment
254,735,873 219,931,637
2,905,962

2,598,556
Total 255,879,544 220,926,308
3,429,672

3,115,696
Items Receivables Allowance for Bad Debts
December 31,
2016
December 31,
2015
December 31,
2016
December 31,
2015
With objective
evidence of
impairment
Assessment of
individual
impairment
$ 1,900,712 $ 1,884,175 $ 1,315,493 $ 1,169,447
Assessment of
collective
impairment
76,569
87,984

49,452

53,327
Without objective
evidence of
impairment
Assessment of
collective
impairment
28,242,686
40,537,844

349,635

526,154
Total 30,219,967
42,510,003

1,714,580
1,748,928

9) Management of foreclosed collateral

Foreclosed collateral is recorded at cost, using lower-at-cost or market approach as at balance sheet date. If collateral is not disposed of within the statutory period, KGI Bank should apply for an extension of the disposal period and increase its provision for possible losses if necessary.

The foreclosed collateral includes securities, land and property. As of December 31, 2016 and 2015, the carrying amounts of the collaterals both were $0 thousand. The foreclosed collateral recognized as other assets in balance sheet.

330

  • 10) Disclosures required in the Regulations Governing the Preparation of Financial Reports by Public Banks

  • a) Asset quality of nonperforming loan and overdue credits

Item Item December 31, 2016
Nonperforming
Loan (NPL)
(Note 1)
Total Loans NPL Ratio
(Note 2)
Loan Loss
Reserves
(LLR)
Coverage Ratio
(Note 3)
Corporate loan Secured $ 153,513 $ 50,916,170 0.30% $ 605,608 394.50%
Unsecured 324,861 124,754,280 0.26% 1,505,056 463.29%
Consumer loan Mortgage(Note 4) 39,967 28,859,486 0.14% 384,928 963.12%
Cash card 175,281 14,985,877 1.17% 417,765 238.34%
Micro credit(Note 5) 160,697 19,434,610 0.83% 290,606 180.84%
Other (Note 6) Secured 6,479 16,881,472 0.04% 225,073 3,473.86%
Unsecured 2,389 47,649 5.02% 636 26.59%
Total 863,187 255,879,544 0.34% 3,429,672 397.33%
Overdue
Receivable
Account
Receivable
Delinquency
Ratio
Allowance for
Credit Losses
Coverage Ratio
Credit card 25,200 2,621,513 0.96% 50,580 200.72%
Account receivable -
(Note 7)
factored without recourse 46 9,590,067 0.00% 138,798 303,013.14%
Item December 31, 2015
Nonperforming
Loan (NPL)
(Note 1)
Total Loans NPL Ratio
(Note 2)
Loan Loss
Reserves
(LLR)
Coverage Ratio
(Note 3)
Corporate loan Secured $ 198,376 $ 50,656,014 0.39% $ 609,454 307.22%
Unsecured 156,970 94,575,365 0.17% 1,225,613 780.79%
Consumer loan Mortgage(Note 4) 22,106 26,545,251 0.08% 356,874 1,614.38%
Cash card 228,108 16,187,477 1.41% 479,420 210.17%
Micro credit(Note 5) 130,395 18,753,073 0.70% 253,514 194.42%
Other (Note 6) Secured 14,303 14,147,202 0.10% 189,988 1,328.31%
Unsecured 2,686 61,926 4.34% 833 31.00%
Total 752,944 220,926,308 0.34% 3,115,696 413.80%
Overdue
Receivable
Account
Receivable
Delinquency
Ratio
Allowance for
Credit Losses
Coverage Ratio
Credit card 40,847 2,693,158 1.52% 56,968 139.47%
Account receivable -
(Note 7)
factored without recourse 84 1,234,916 0.01% 18,010 21,428.45%
  • Note 1: Nonperforming loans are reported to the authorities and disclosed to the public, as required by the “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Nonperforming/Non-accrued Loans.”

Nonperforming credit card receivables are reported to the authorities and disclosed to the public, as required by the Banking Bureau’s letter dated July 6, 2005 (Ref. No. 0944000378).

  • Note 2: For loan business: NPL ratio = Nonperforming loans ÷ Total loan balance.

For credit card business: Delinquency ratio = Overdue credit card receivables ÷ Credit card receivables balance.

  • Note 3: Coverage ratio of loans: Allowance for possible losses for loans ÷ Nonperforming loans.

Coverage ratio of credit card receivables: Allowance for possible losses for credit card receivables ÷ Overdue credit card receivables.

  • Note 4: The mortgage loan is for house purchase or renovation and is fully secured by housing that is purchased (owned) by the borrower or the spouse or the minor children of the borrower.

  • Note 5: Based on the Banking Bureau’s letter dated December 19, 2005 (Ref. No. 09440010950), small-scale credit loans are unsecured, involve small amounts, and exclude credit cards and cash cards.

331

  • Note 6: “Others” under consumer loans refers to secured or unsecured loans other than mortgage loans, cash cards, micro credit, except for credit cards.

  • Note 7: As required by the Banking Bureau in its letter dated July 19, 2005 (Ref. No. 094000494), allowance for bad debt is recognized once no compensation is made by a factor or insurance company within three months for accounts receivable factored without recourse.

  • b) Exemption of nonperforming loans and overdue receivables

Items December 31, 2016 December 31, 2016 December 31, 2015 December 31, 2015
Discounts and
Loans
Accounts
Receivable
Discounts and
Loans
Accounts
Receivable
Amounts of executed
contracts on negotiated
debtsnotreported (Note1)
$ 36,467 $ 182 $ 53,096 $ 216
Amounts of executed debt
settlement program and
rehabilitation program not
reported (Note2)
29,330 3,928 37,718 4,831
Total $ 65,797 $ 4,110 $ 90,814 $ 5,047
  • Note 1: The disclosure of excluded NPLs and excluded overdue receivables resulting from debt negotiations and loan agreements is based on the Banking Bureau letter dated April 25, 2006 (Ref. No. 09510001270).

  • Note 2: The disclosure of excluded NPLs and excluded overdue receivables resulting from consumer debt clearance is based on the Banking Bureau letter dated September 15, 2008 (Ref. No. 09700318940).

  • c) Concentration of credit extensions

December 31, 2016

(In Thousands of New Taiwan Dollars, %)

Top 10
Ranking

Group (Industry Category)
Total Credit Percentage
of Net
Worth
1 AGroup-016102telecommunication industry $ 6,208,240 10.57
2 BGroup-012711computer manufacturing 4,165,657 7.09
3 C Group-015100 civilaviationtransportation 4,025,770 6.86
4 D Group-014510 merchandise brokers 3,227,900 5.50
5 E Group - 012641 LCD and related components
manufacturing
3,064,630 5.22
6 F Group - 011599 other paper produces not elsewhere
classified manufacturing
3,055,979 5.20
7 G Group-012740 data storage media 2,950,000 5.02
8 HGroup-016700realestate brokerage 2,779,993 4.73
9 IGroup-012611 integrated circuitsmanufacturing 2,628,808 4.48
10 J Group - 016811 real estate activities for sale and
rental
2,628,185 4.48

332

December 31, 2015

(In Thousands of New Taiwan Dollars, %)

Top 10
Ranking

Group (Industry Category)
Total Credit Percentage
of Net
Worth
1 AGroup-016100Telecommunication industry $ 5,881,320 10.20
2 BGroup-016700Realestate brokerage 4,265,522 7.39
3 C Group-012711Computer manufacturing 3,914,028 6.79
4 DGroup-012740Data storagemedia 3,650,000 6.33
5 E Group-015100 Civil Aviation Transportation 3,148,506 5.46
6 F Group - 012641 LCD and related components
manufacturing
3,084,530 5.35
7 G Group - 017112 Engineering activities and related
technical consultancy
2,965,947 5.14
8 H Group - 012630 Printed Circuit Boards
Manufacturing
2,896,983 5.02
9 I Group - 012413 Iron and Steel Rolls over Extends
and Crowding
2,656,132 4.61
10 J Group - 012641 LCD and related components
manufacturing
2,547,683 4.42
  • c. Liquidity risk

CDIB Capital Group

  • 1) Source and definition of liquidity risk

Liquidity risk is defined as CDIB Capital Group is unable to meet its obligation for the asset funding within a reasonable time, which causes the risk of earnings or economic capital loss.

  • 2) Management policies

Pursuant to liquidity risk control, CDIB Capital Group calculates the maximum cumulative cash outflow (maximum cumulative outflows, or MCO) to monitor daily funding gap by each major currency. There were various measures such as valuating possible future capital requirements and deconcentrating of capital sources, to assure CDIB Capital Group could acquire capital at any time and have the ability to pay liabilities when due, and to maintain adequate liquidity at best cost to volume.

  • 3) Maturity gap analysis of financial assets and nonderivative financial liabilities held for liquidity purpose

  • a) Financial assets held for liquidity management

CDIB Capital Group holds cash and highly liquid and high grade carry assets to pay off obligations and meet the potential emergency funding events. That is the assets held for liquidity management include cash and cash equivalents, financial assets at fair value through profit or loss, and available-for-sale financial assets.

333

b) Nonderivative financial liabilities

The following tables show the cash outflows of CDIB Capital Group’s nonderivative financial liabilities based on the duration of contract maturities. The amounts disclosed were based on contractual cash flows; therefore, some of them will not relatively match with those shown on the consolidated balance sheets.

(In Thousands of New Taiwan Dollars)

December 31, 2016 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year ** **Over 1 Year ** **Total **
Deposits from the Central Bank and
banks
Notes and bonds issued under
repurchase agreements
Payables
Deposits and remittances
Bank debentures payable
Other capital outflow on maturity
$ -
-
-
-
-
96,178
$ -
-
-
-
-
99,241
$ -
-
-
-
-
2,406
$ -
-
-
-
-
173,114
$ -
-
-
-
-
855,535
$ -
-
-
-
-
1,226,474
Subtotal $ 96,178 $ 99,241 $ 2,406 $ 173,114 $ 855,535 $1,226,474
(In Thousands of New (In Thousands of New Taiwan Dollars)
December 31, 2015 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year ** **Over 1 Year ** **Total **
Deposits from the Central Bank and
banks
Notes and bonds issued under
repurchase agreements
Payables
Deposits and remittances
Bank debentures payable
Other capital outflow on maturity
$ -
-
-
-
-
58,158
$ -
-
-
-
-
166,209
$ -
-
-
-
-
4,956
$ -
-
-
-
-
6,660
$ -
-
-
-
-
922,179
$ -
-
-
-
-
1,158,162
Subtotal $ 58,158 $ 166,209 $ 4,956 $ 6,660 $ 922,179 $1,158,162

(In Thousands of U.S. Dollars)

December 31, 2016 **0-30 Days ** **31-90 Days ** **91-180 Days ** 181 Days-1 Year Over 1 Year Total
Deposits from the Central Bank and
banks
Notes and bonds issued under
repurchase agreements
Payables
Deposits and remittances
Other capital outflow on maturity
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
13,855
$ -
-
-
-
13,855
Subtotal $ - $ - $ - $ - $13,855 $13,855

(In Thousands of U.S. Dollars)

December 31, 2015 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year ** **Over 1 Year ** **Total **
Deposits from the Central Bank and
banks
Notes and bonds issued under
repurchase agreements
Payables
Deposits and remittances
Other capital outflow on maturity
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
-
$ -
-
-
-
13,855
$ -
-
-
-
13,855
Subtotal $ - $ - $ - $ - $13,855 $13,855
  • 4) Regulations Governing the Preparation of Financial Reports by Public Banks, and the required disclosures are summarized as follows:

a) Maturity analysis of New Taiwan dollars of CDIB Capital Group

(In Thousands of N ew Taiwan Dollars)
December 31, 2016 **0-10 Days ** **11-30 Days ** **31-90 Days ** **91-180 Days ** 181 Days-1 Year Over 1 Year Total
Cash inflow $ 694,599 $ 14,854,367 $ 2,196,688 $ 229,701 $ 491,241 $ 50,667,627 $ 69,134,223
Cash outflow 42,238 53,940 99,241 2,406 173,114 70,905,362 71,276,301
Gap 652,361 14,800,427 2,097,447 227,295 318,127
(20,237,735)
(2,142,078)
(In Thousands of N ew Taiwan Dollars)
December 31, 2015 **0-10 Days ** **11-30 Days ** **31-90 Days ** **91-180 Days ** 181 Days-1 Year Over 1 Year Total
Cash inflow $ 884,933 $ 713,673 $ 12,205,182 $ 513,495 $ 1,109,081 $ 55,552,135 $ 70,978,499
Cash outflow 50,626 7,532 166,209 4,956 6,660 69,400,808 69,636,791
Gap 834,307 706,141 12,038,973 508,539 1,102,421
(13,848,673)
1,341,708

334

b) Maturity analysis of U.S. dollars of CDIB Capital Group

(In Thousan ds of U.S. Dollars)
December 31, 2016 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year ** **Over 1 Year ** **Total **
Cash inflow $ 34 $ - $75,398 $ - $1,208 $76,640
Cash outflow - - - - 13,855 13,855
Gap 34 - 75,398 - (12,647) 62,785
(In Thousan ds of U.S. Dollars)
December 31, 2015 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year ** **Over 1 Year ** **Total **
Cash inflow $ 34 $ - $ - $ - $1,208 $1,242
Cash outflow - - - - 45,467 45,467
Gap 34 - - - (44,259) (44,225)

KGI Securities and subsidiaries

1) Cash flow analysis

Statement of Cash Flow Analysis for Financial Assets

(In Thousands of New Taiwan Dollars)

December 31, 2016 Collection Period Total
Spot In 3 Months 3 Months-
12 Months
Over 1 Year-
5 Years
Over 5 Years
Cash and cash equivalents
Financial assets measured at FVTPL -
current
Financial assets at cost - current
Available-for-sale financial assets -
current
Securities purchased under resell
agreement
Receivable
Customers’ margin accounts
Stock borrowing collateral price and
guarantee deposits - borrowed
securities
Other financial assets - current
Current tax assets
Other current assets
Financial assets measured at FVTPL -
noncurrent
Financial assets at cost - noncurrent
Available-for-sale financial assets -
noncurrent
Held-to-maturity financial assets -
noncurrent
Investments accounted for using the
equity method
Others noncurrent assets
$ 6,009,351
50,073,606
1,090,749
9,246,926
-
35,547,141
37,066,541
2,092,300
-
-
29,675,416
-
-
-
-
-
220,000
$ 10,440,869
3,543,039
-
-
29,114,724
4,864,635
-
466,917
-
-
163,028
-
-
-
-
-
-
$ -
7,114,717
-
-
-
15,087,392
-
441,470
2,527,870
17,500
638,612
50,313
-
-
-
-
100,000
$ -
424,822
-
-
-
5,347,674
-
-
-
13,394
-
-
415
142,975
-
-
376,804
$ -

169,399

-

-

-

-

-

-

-

422,825

-

-

917,899

282,584

300,000

2,186,633

2,834,601
$ 16,450,220
61,325,583
1,090,749
9,246,926
29,114,724
60,846,842
37,066,541
3,000,687
2,527,870
453,719
30,477,056
50,313
918,314
425,559
300,000
2,186,633
3,531,405
Total
Percentage
$ 171,022,030
66.03%
$ 48,593,212
18.76%
$ 25,977,874
10.03%
$ 6,306,084
2.43%
$ 7,113,941

2.75%
$ 259,013,141
100.00%

Statement of Cash Flow Analysis for Financial Liabilities

(In Thousands of New Taiwan Dollars)

December 31, 2016 Payment Period Total
Spot In 3 Months 3 Months-
12 Months
Over 1 Year-
5 Years
Over 5 Years
Short-term borrowings
Commercial papers payable, net
Financial liabilities measured at FVTPL -
current
Bonds issued under repurchase
agreements
Payables
Guarantee deposits - borrowed securities
Futures customers’ equity
Other current liabilities
Other financial liabilities - current
Current tax liabilities
Bonds payable
Provisions - noncurrent
Others noncurrent liabilities
$ -
-
3,657,874
-
46,896,855
-
36,084,937
535,836
-
-
-
-
-
$ 12,777,858
10,293,033
4,716,941
57,598,541
861,531
4,414,965
-
871,919
4,426,111
-
-
-
-
$ -
-
2,942,584
-
4,829,585
6,920,988
-
2,505,228
-
88,753
-
-
822
$ -
-
922,739
-
149,960
-
-
110
-
198,492
7,000,000
23,248
640,197
$ -

-

169,399

-

-

-

-

-

-

411,192

-

201,660

72,375
$ 12,777,858
10,293,033
12,409,537
57,598,541
52,737,931
11,335,953
36,084,937
3,913,093
4,426,111
698,437
7,000,000
224,908
713,394
Total
Percentage
$ 87,175,502
41.47%
$ 95,960,899
45.65%
$ 17,287,960
8.22%
$ 8,934,746
4.25%
$ 854,626
0.41%
$ 210,213,733
100.00%

Statement of Capital Liquidation Gap

335

(In Thousands of New (In Thousands of New Taiwan Dollars)
December 31, 2016 Collection Period Total
Spot In 3 Months 3 Months-
12 Months
Over 1 Year-
5 Years
Over 5 Years
Cash inflow
Cash outflow
$ 171,022,030
87,175,502
$ 48,593,212
95,960,899
$ 25,977,874
17,287,960
$ 6,306,084
8,934,746
$ 7,113,941

854,626
$ 259,013,141
210,213,733
Amount of cash flowgap $ 83,846,528 $ (47,367,687) $ 8,689,914 $ (2,628,662) $ 6,259,315 $ 48,799,408

Statement of Cash Flow Analysis for Financial Assets

(In Thousands of New Taiwan Dollars)

December 31, 2015 Collection Period Total
Spot In 3 Months 3 Months-
12 Months
Over 1 Year-
5 Years
Over 5 Years
Cash and cash equivalents
Financial assets measured at FVTPL -
current
Financial assets at cost - current
Available-for-sale financial assets -
current
Securities purchased under resell
agreement
Receivable
Customers’ margin accounts
Stock borrowing collateral price and
guarantee deposits - borrowed
securities
Other financial assets - current
Current tax assets
Other current assets
Financial assets measured at FVTPL -
noncurrent
Financial assets at cost - noncurrent
Available-for-sale financial assets -
noncurrent
Held-to-maturity financial assets -
noncurrent
Investments accounted for using the
equity method
Others noncurrent assets
$ 5,839,696
62,155,405
891,740
7,361,442
-
33,383,882
31,684,109
5,349,578
-
-
33,972,455
-
-
-
-
-
-
$ 6,611,881
9,365,078
-
-
16,432,569
3,647,879
-
608,916
-
-
375,795
-
-
30,403
-
-
-
$ -
6,510,869
-
-
-
16,383,520
-
1,051,212
4,566,804
11,114
358,730
51,000
-
-
-
-
-
$ -
416,553
-
-
-
3,421,677
-
-
-
6
-
-
415
-
-
-
231,589
$ -

212,593

-

-

-

-

-

-

-

562,305

-

-

917,684

251,401

300,000

2,102,991

3,555,338
$ 12,451,577
78,660,498
891,740
7,361,442
16,432,569
56,836,958
31,684,109
7,009,706
4,566,804
573,425
34,706,980
51,000
918,099
281,804
300,000
2,102,991
3,786,927
Total
Percentage
$ 180,638,307
69.85%
$ 37,072,521
14.33%
$ 28,933,249
11.19%
$ 4,070,240
1.57%
$ 7,902,312

3.06%
$ 258,616,629
100.00%

Statement of Cash Flow Analysis for Financial Liabilities

(In Thousands of New Taiwan Dollars)

December 31, 2015 Payment Period Total
Spot In 3 Months 3 Months-
12 Months
Over 1 Year-
5 Years
Over 5 Years
Short-term borrowings
Commercial papers payable, net
Financial liabilities measured at FVTPL -
current
Bonds issued under repurchase
agreements
Payables
Guarantee deposits - borrowed securities
Futures customers’ equity
Other current liabilities
Other financial liability - current
Current tax liabilities
Long-term liabilities - current portion
Bonds payable
Provisions - noncurrent
Others noncurrent liabilities
$ -
-
3,613,207
-
41,587,463
-
30,716,503
4,014,203
-
-
-
-
-
-
$ 15,800,326
5,102,353
3,456,835
58,659,345
1,560,608
1,757,169
-
1,317,802
12,079,347
-
-
-
-
-
$ -
-
5,013,474
-
5,265,050
4,906,343
-
2,172,534
2,609
197,482
1,006,520
-
-
-
$ -
-
1,744,111
-
340,386
-
-
106
-
852,172
-
7,000,000
23,248
616,578
$ -

-

211,648

-

-

-

-

-

-

-

-

-

132,326

78,746
$ 15,800,326
5,102,353
14,039,275
58,659,345
48,753,507
6,663,512
30,716,503
7,504,645
12,081,956
1,049,654
1,006,520
7,000,000
155,574
695,324
Total
Percentage
$ 79,931,376
38.20%
$ 99,733,785
47.67%
$ 18,564,012
8.87%
$ 10,576,601
5.06%
$ 422,720
0.20%
$ 209,228,494
100.00%

Statement of Capital Liquidation Gap

(In Thousands of New Taiwan Dollars)

December 31, 2015 Collection Period Total
Spot In 3 Months 3 Months-
12 Months
Over 1 Year-
5 Years
Over 5 Years
Cash inflow
Cash outflow
$ 180,638,307
79,931,376
$ 37,072,521
99,733,785
$ 28,933,249
18,564,012
$ 4,070,240
10,576,601
$ 7,902,312

422,720
$ 258,616,629
209,228,494
Amount of cash flowgap $100,706,931 $ (62,661,264) $ 10,369,237 $ (6,506,361) $ 7,479,592 $ 49,388,135

336

KGI Securities has established statement of capital liquidation gap to estimate how all financial assets and liabilities in future cash flows can affect KGI Securities and subsidiaries when it comes to fund dispatching. Cash flow gap statement from December 31, 2016 and 2015, show that the sums from deducting cash outflow from cash inflow are $48,799,408 thousand and $49,388,135 thousand, respectively, all indicating sufficient fund liquidity.

An observation of fund inflow and outflow in different periods of time shows that current and receivable items contribute to the most of the financial assets of KGI Securities and subsidiaries, taking up to nearly 66.03% of the entire financial assets. This shows that most of these financial assets can be liquidated immediately and therefore have high liquidity. As for financial liabilities, there is no particular period with a high number of due payments which will put stress on fund dispatching.

Although an analysis of funds gap shows that the cash outflow exceeded cash inflow within 3 months period and 1 to 5 years period, the main differentiating factor is that the financial assets of KGI Securities and subsidiaries have high liquidity, which causes financial assets and liabilities to have different impacts during different cash flow periods. On December 31, 2016 and 2015, net cash inflow calculated from net spot financial assets are respectively $83,846,528 thousand and $100,706,931 thousand, which are sufficient to cover the net cash outflows of $49,996,349 thousand and $69,167,625 thousand from the 3 months and 1-5 years period, an indicator of sufficient fund liquidity.

2) Control mechanism of capital liquidity risk

The independent fund-dispatching department established by KGI Securities takes into consideration the needs of net cash flow and their timings from various departments and predicts future cash flows based on the requests submitted by departments with a need for funds. The department has also established a simulation analysis mechanism for capital flows after considering short-term capital dispatching in Taiwan as well as international or cross-market transactions in order to better predict futures needs of funds and set up contingency measures. KGI Securities also offers suggestions over a secure amount of reserve fund and reports it to the RMC. The department reviews the standard amount of reserve capital and will take the following action if available capitals are below 120% of the safe reserve amount:

  • a) Except all due payments and those whose use of capital cannot be restricted due to the nature of their business, all the requests for capitals from all business departments need to be approved by the fund-dispatching department in order to maintain a safe amount of reserve capital.

  • b) Fund-dispatching department will propose contingency measures to the RMC, which includes disposal of low yield or unnecessary assets, expanding repurchase agreements with the Central Bank of Taiwan, financing from securities finance corporations or exploring other fund-raising methods that will increase available funds to KGI Securities.

KGI Bank and subsidiaries

1) The source and definition of liquidity risk

Liquidity risk of the Bank refers to the risks of bearing financial loss because of the inability to liquidate assets or obtain financing to provide funds to meet the financial obligation, such as early termination of deposits, deteriorating of the source and condition of financing from banks influenced by specific market, abnormal recover of funds due to default from borrowers, inability to liquidate financial instruments and early exertion of rights of rescission of interest sensitive product by the assured. The aforementioned situation may reduce cash source of loan, transactions and investment. In some extreme cases, the lack of liquidity may result in a decrease in the overall position of the balance sheet, sale of assets and failure to perform loan commitments.

  • 2) Management policy of liquidity risk

337

To control liquidity risk, the Bank calculates the maximum cumulative cash outflow (MCO) to monitor the daily funding gap by each major currency. The Bank also actively deconcentrates funding sources, due dates of funding settlement, and the counterparties to the due from other banks and call loans to other banks, as well as maintains an adequate amount of corporate cash in banks to enhance its liquidity position.

  • 3) Maturity gap analysis of financial assets and non-derivative financial liabilities held for liquidity purposes

  • a) Financial assets held for liquidity management

The Bank holds cash and highly liquid and high-grade assets to pay off obligations and meet any potential emergency funding needs. The assets held for liquidity management include cash and cash equivalents, due from the Central Bank and call loans to banks, financial assets at fair value through profit or loss, discounts and loans, and available-for-sale financial assets.

  • b) Non-derivative financial liabilities

The following tables show the cash outflows on the Bank’s non-derivative financial liabilities based on contract maturities. However, because the amounts disclosed were based on contractual cash flows, some of them will not match the amounts shown in the balance sheets.

(In Thousands of New Taiwan Dollars)

December 31, 2016 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year **
**Over 1 Year **
**Total **
Deposits from the
Central Bank and
banks
Notes and bonds
issued under
repurchase
agreement
Deposits and
remittances
Bank debentures
payable
Other capital
outflow on
maturity
$ 23,484,126
21,868,872
73,974,018
-
1,634,569
$ 460,583
459,685
40,709,082
-
616,498
$ 253,739
-
45,443,242
-
282,125
$ 416,899
-
59,670,662
2,750,000
404,150
$ -

-

22,038,891

-

483,030
$ 24,615,347

22,328,557
241,835,895

2,750,000

3,420,372
Total $120,961,585 $42,245,848 $45,979,106 $63,241,711 $22,521,921 $294,950,171

(In Thousands of New Taiwan Dollars)

December 31, 2015 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year **
**Over 1 Year **
**Total **
Deposits from the
Central Bank and
banks
Notes and bonds
issued under
repurchase
agreement
Deposits and
remittances
Bank debentures
payable
Other capital
outflow on
maturity
$ 1,184,126
3,555,537
38,936,723
-
1,149,059
$ 233,883
439,228
74,633,425
-
626,503
$ 259,430
-
38,705,271
1,056,148
329,557
$ 649,290
-
62,391,930
-
210,316
$ -

-

19,763,994

2,750,000

993,105
$ 2,326,729

3,994,765
234,431,343

3,806,148

3,308,540
Total $44,825,445 $75,933,039 $40,350,406 $63,251,536 $23,507,099 $247,867,525

338

(In Thousands of U.S. Dollars)

December 31, 2016 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Deposits from the
Central Bank and
banks
Notes and bonds
issued under
repurchase
agreement
Deposits and
remittances
Bank debentures
payable
Other capital
outflow on
maturity
$ 133,000
554,336
783,074
-
22,947
$ 30,000
678,966
543,615
-
15,779
$ -
-
501,747
-
3,121
$ -
-
942,410
-
1,884
$ -
-
26,490
368,413
42,700
$ 163,000
1,233,302
2,797,336
368,413
86,431
Total $1,493,357 $1,268,360 $ 504,868 $ 944,294 $ 437,603 $4,648,482

(In Thousands of U.S. Dollars)

December 31, 2015 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Deposits from the
Central Bank and
banks
Notes and bonds
issued under
repurchase
agreement
Deposits and
remittances
Bank debentures
payable
Other capital
outflow on
maturity
$ 72,000
1,326,354
1,615,814
-
4,570
$ 129,000
397,933
562,184
-
7,355
$ -
-
532,550
-
2,647
$ -
-
367,017
-
446
$ -
-
14,143
99,690
9,713
$ 201,000
1,724,287
3,091,708
99,690
24,731
Total $3,018,738 $1,096,472 $ 535,197 $ 367,463 $ 123,546 $5,141,416

4) Maturity analysis of derivative financial instruments

The valuation of the maturity of the contracts is essential for presenting the financial instruments on the balance sheet. The amount disclosed in the balance sheet is prepared based on the cash flows of the contract. Thus, a part of the amount disclosed deviates from the balance sheet. The maturity analysis of financial instruments is as follows:

(In Thousands of New Taiwan Dollars)

December 31, 2016 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Derivative financial
instruments at fair
value through profit or
loss
Foreign exchange
derivatives
instruments
Cash outflow
Cash inflow
Interest rate derivatives
instruments
Cash outflow
Cash inflow
Others
Cash outflow
Cash inflow
$ (171,492,690 )
164,681,784
(1,750,715 )
214,301
-
714
$ (231,995,114 )
234,004,664

(441,025 )
423,840

-
-
$ (167,321,858 )
162,867,950

(1,361 )
-

-
-
$ (17,638,218 )
18,831,464

(912,497 )
-

-
-
$ (327,000 )

-

(15,023,911 )

-

-

-
$ (588,774,880 )
580,385,862

(18,129,509 )

638,141

-

714
Cash outflow subtotal
Cash inflow subtotal
(173,243,405 )
164,896,799
(232,436,139 )
234,428,504
(167,323,219 )
162,867,950

(18,550,715 )
18,831,464

(15,350,911 )

-
(606,904,389 )
581,024,717
Net cash flow $ (8,346,606) $ 1,992,365 $ (4,455,269) $ 280,749 $ (15,350,911) $ (25,879,672)

339

(In Thousands of New Taiwan Dollars)

December 31, 2015 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Derivative financial
instruments at fair
value through profit or
loss
Foreign exchange
derivatives
instruments
Cash outflow
Cash inflow
Interest rate derivatives
instruments
Cash outflow
Cash inflow
Others
Cash outflow
Cash inflow
$ (210,247,189 )
208,228,429
(1,311,706 )
186,298
(770 )
-
$ (193,308,282 )
193,153,076

(642,549 )
430,290

-
-
$ (154,000,151 )
112,725,144

(24,974 )
33,537
-
-
$ (16,434,098 )
36,762,530

(1,001,557 )
-
-
-
$ (327,000 )

-

(11,936,792 )

52,369

-

-
$ (574,316,720 )
550,869,179

(14,917,578 )

702,494

(770 )

-
Cash outflow subtotal
Cash inflow subtotal
(211,559,665 )
208,414,727
(193,950,831 )
193,583,366
(154,025,125 )
112,758,681

(17,435,655 )
36,762,530

(12,263,792 )

52,369
(589,235,068 )
551,571,673
Net cash flow $ (3,144,938) $ (367,465) $ (41,266,444) $19,326,875 $ (12,211,423) $ (37,663,395)

(In Thousands of U.S. Dollars)

December 31, 2016 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Derivative financial
instruments at fair
value through profit or
loss
Foreign exchange
derivatives
instruments
Cash outflow
Cash inflow
Interest rate derivatives
instruments
Cash outflow
Cash inflow
Others
Cash outflow
Cash inflow
$ (5,801,671 )
6,155,681
(19,852 )
13,143
(744 )
275
$ (7,928,173 )
7,902,248

(33,865 )
33,962

-
-
$ (5,383,285 )
5,527,944

(30,342 )
29,726
-
-
$ (1,081,788 )
928,621

(1,006 )
689
-
-
$ (149,201 )
174,935

(20,264 )
-

-
-
$ (20,344,118 )
20,689,429

(105,329 )
77,520

(744 )
275
Cash outflow subtotal
Cash inflow subtotal
(5,822,267 )
6,169,099

(7,962,038 )
7,936,210

(5,413,627 )
5,557,670

(1,082,794 )
929,310

(169,465 )
174,935
(20,450,191 )
20,767,224
Net cash flow $ 346,832 $ (25,828) $ 144,043 $ (153,484) $ 5,470 $ 317,033

(In Thousands of U.S. Dollars)

December 31, 2015 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Derivative financial
instruments at fair
value through profit or
loss
Foreign exchange
derivatives
instruments
Cash outflow
Cash inflow
Interest rate derivatives
instruments
Cash outflow
Cash inflow
Others
Cash outflow
Cash inflow
$ (7,415,898 )
7,281,650
(9,019 )
7,759
(460 )
259
$ (6,183,680 )
6,166,764

(19,479 )
17,486

-
-
$ (3,596,863 )
4,903,978

(6,388 )
4,269
-
-
$ (1,520,370 )
831,482

(3,985 )
3,615
-
-
$ (62,396 )
72,396

(193,715 )
-
-
-
$ (18,779,207 )
19,256,270

(232,586 )
33,129
(460 )
259
Cash outflow subtotal
Cash inflow subtotal
(7,425,377 )
7,289,668

(6,203,159 )
6,184,250

(3,603,251 )
4,908,247

(1,524,355 )
835,097

(256,111 )
72,396
(19,012,253 )
19,289,658
Net cash flow $ (135,709) $ (18,909) $ 1,304,996 $ (689,258) $ (183,715) $ 277,405

340

  • 5) Maturity analysis of off-balance sheet items

The table below shows the maturity analysis of the off-balance sheet items based on the remaining time between the reporting date and the contractual period. For the issued financial guarantee contracts, the maximum guaranteed amount included in the guarantee may be required to be fulfilled in the earliest period. The disclosures in the table below are prepared based on the contractual cash flows. Therefore, the partial accounts illustrated below may not match with the corresponding accounts on the balance sheets.

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
December 31, 2016 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year **
**Over 1 Year **
**Total **
Irrevocable loan
commitments
guarantees and letters
of credit
$ 6,402,878 $11,356,859 $11,247,994 $29,457,826 $43,749,877 $102,215,434
(In Thousands of New Taiwan Dollars)
December 31, 2015 0-30 Days 31-90 Days 91-180 Days 181 Days-1 Year
Over 1 Year
Total
Irrevocable loan
commitments
guarantees and letters
of credit
$ 3,955,556 $ 7,293,085 $ 8,414,438 $29,975,155 $46,090,223 $95,728,457
  • 6) The maturity analysis of lease agreement

The lease contracts of KGI Bank are operating lease and financial lease. Operating lease commitment is the future minimum rental payment under irrevocable operating lease condition. Financial lease means net future lease payments under finance lease condition.

The maturity analysis of lease commitments were as follows:

(In Thousands of New Taiwan Dollars)

December 31, 2016 Less Than
1 Year
1-5 Years Over 5 Years Total
Lease agreement
Financial lease gross income
(lessor)
Financial lease present value
income (lessor)
Operating lease payment
(lessee)
Operating lease income
(lessor)
Present value of financial
lease payment (lessee)
$ 3,268,707
3,076,383
239,465
16,325
869
$ 3,156,235
2,970,345
471,498
22,947
8
$ -
-
-
-
-
$ 6,424,942

6,046,728

710,963

39,272

877

341

(In Thousands of New Taiwan Dollars)

December 31, 2015 Less Than
1 Year
1-5 Years Over 5 Years Total
Lease agreement
Financial lease gross income
(lessor)
Financial lease present value
income (lessor)
Operating lease payment
(lessee)
Operating lease income
(lessor)
Present value of financial
lease payment (lessee)
$ 3,719,977
3,408,517
250,983
36,748
3,916
$ 3,742,954
3,532,798
475,217
63,091
876
$ -
-
3,630
-
-
$ 7,462,931

6,941,315

729,830

99,839

4,792
  • 7) Disclosures required by the Regulations Governing the Preparation of Financial Reports by Public Banks

a) Maturity analysis of assets and liabilities in New Taiwan dollars

(In Thousands of Ne (In Thousands of Ne w Taiwan Dollars)
December 31,
2016
0-10 Days 11-30 Days 31-90 Days 91-180 Days 181 Days-1 Year Over 1 Year Total
Main capital
inflow on
maturity
$149,978,483 $187,766,579 $273,928,025 $188,006,146 $ 58,519,345 $ 96,361,544 $954,560,122
Main capital
outflow on
maturity
138,288,017
186,969,792
335,677,721 259,116,285 111,646,052
132,880,819
1,164,578,686
Gap 11,690,466
796,787

(61,749,696)

(71,110,139)

(53,126,707)
(36,519,275) (210,018,564)
(In Thousands of Ne (In Thousands of Ne w Taiwan Dollars)
December 31,
2015
0-10 Days 11-30 Days 31-90 Days 91-180 Days 181 Days-1 Year Over 1 Year Total
Main capital
inflow on
maturity
$125,323,653 $236,796,241 $225,304,405 $139,833,808 $ 70,212,758 $ 90,356,431 $887,827,296
Main capital
outflow on
maturity
94,800,542
188,125,816
322,057,926 234,885,133 108,241,802
130,644,304
1,078,755,523
Gap 30,523,111
48,670,425
(96,753,521)
(95,051,325)

(38,029,044)
(40,287,873) (190,928,227)
  • b) Maturity analysis of assets and liabilities in U.S. dollars

(In Thousands of U.S. Dollars)

December 31, 2016 0-30 Days **31-90 Days ** 91-180 Days 181 Days-1 Year Over 1 Year Total
Main capital inflow on
maturity
$ 7,791,191 $ 8,779,663 $ 5,933,975 $ 1,350,339 $ 1,585,732 $25,440,900
Main capital outflow on
maturity

8,209,945
11,019,043 7,209,512 2,031,887 659,533 29,129,920
Gap (418,754) (2,239,380) (1,275,537) (681,548) 926,199 (3,689,020)
(In Thousa nds of U.S. Dollars)
December 31, 2015 0-30 Days 31-90 Days 91-180 Days **181 Days-1 Year ** **Over 1 Year ** **Total **
Main capital inflow on
maturity
$10,051,229 $ 7,117,708 $ 5,277,364 $ 1,372,405 $ 622,496 $24,441,202
Main capital outflow on
maturity

11,105,526
8,622,456 5,122,254 1,894,680 418,621 27,163,537
Gap (1,054,297) (1,504,748) 155,110 (522,275) 203,875 (2,722,335)

342

d. Market risk

CDIB Capital Group and subsidiaries

  • 1) Source and definition of market risk

Market risk is defined as an unfavorable change in macroeconomic and financial market variables, (such as interest rates, exchange rates, stock prices and commodity prices) which may cause a potential loss on financial assets held for trading.

  • 2) Risk management policies

To have a common-language of market risk management, definition, communication and measurement, CDIB Capital Group has developed “Market Risk Policy” based on Regulations Governing the Capital Adequacy Ratio of Banks and on market risk calculation tables announced by FSC, international standards, and CDFH’s market risk management policy framework.

  • 3) The procedure of market risk measuring, monitoring, and reporting

Risk factors analyzed through CDIB Capital Group’s risk measurement systems are sufficient to determine all market risks of trading positions on balance sheet, including interest rates risk, foreign exchange risk, equity risk and commodity risk, as well as volatility risks which arise out of the option transactions.

CDIB Capital Group’s market risk report includes limits usage, and trading portfolio risk assessment.

The risk management unit of CDIB Capital Group independently performs daily market risk limit controls, disclosures of positions held, information of price, information of net income (loss), and monthly reports to the authority.

  • 4) Foreign currency rate risk information

The financial assets and liabilities denominated in foreign currency and with material influence on CDIB Capital Group and subsidiaries were as follows:

(In Thousands of Foreign Currencies/New Taiwan Dollars)

Financial assets
Monetary items
USD
HKD
RMB
KRW
JPY
December 31, 2016
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 245,665
32.279
$ 7,929,817
114,029
4.162
474,611
60,969
4.622
281,794
7,363,850
0.027
197,506
429,029
0.276
118,283
(Continued)

343

December 31, 2016
Foreign New Taiwan
Currencies Exchange Rate Dollars
Investment accounted for using the equity
method
USD $
65,502
32.279
$ 2,114,355
RMB 459,967 4.622 2,125,923
Financial liabilities
Monetary items
USD 18,733 32.279 604,671
(Concluded)
(In Thousands of Foreign Currencies/New Taiwan Dollars)
December 31, 2015
Foreign New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
USD $
277,091
33.066
$ 9,162,288
HKD 128,796 4.266 549,495
RMB 46,867 5.033 238,862
KRW 6,146,111 0.028 172,816
Investment accounted for using the equity
method
USD 39,808 33.066 1,316,305
RMB 252,073 5.033 1,266,917
Financial liabilities
Monetary items
USD 20,256 33.066 669,786

5) Disclosures required by the Regulations Governing the Preparation of Financial Reports by Public Banks

a) Analysis of interest rate-sensitive assets and liabilities (New Taiwan dollars)

December 31, 2016

(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %)
Item 1 to 90 Days 91 to 180 Days 181 Days to
**1 Year **
Over 1 Year Total
Interest rate-sensitive assets $17,303,349 $ - $ - $ 158,798 $17,462,147
Interest rate-sensitive liabilities - - - - -
Interest rate sensitivity gap 17,303,349 - - 158,798 17,462,147
Net worth 70,049,827
Ratio of interest rate-sensitive assets to liabilities(%) -
Ratio of interest rate-sensitivegapto net worth(%) 25

344

December 31, 2015

(In Thousands of New Taiwan Dollars, %)

Item 1 to 90 Days 91 to 180 Days 181 Days to
1 Year
Over 1 Year Total
Interest rate-sensitive assets $12,623,859 $ - $ - $ 161,308 $12,785,167
Interest rate-sensitive liabilities - - - - -
Interest rate sensitivity gap 12,623,859 - - 161,308 12,785,167
Net worth 68,478,629
Ratio of interest rate-sensitive assets to liabilities(%) -
Ratio of interest rate-sensitivegapto net worth(%) 19
  • Note 1: The above amounts included only New Taiwan dollar amounts held in the domestic and overseas branches (excluding foreign currencies).

  • Note 2: Interest rate-sensitive assets and liabilities refer to interest-earning assets and interest-bearing liabilities with revenues or costs affected by interest rate changes.

  • Note 3: Interest rate sensitivity gap = Interest rate-sensitive assets - Interest rate-sensitive liabilities.

  • Note 4: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets/Interest rate-sensitive liabilities (interest rate-sensitive assets and interest rate-sensitive liabilities are in New Taiwan dollars).

  • b) Analysis of interest rate-sensitive assets and liabilities (U.S. dollars)

December 31, 2016
(In Thousands of U.S. Dollars, %)
December 31, 2016
(In Thousands of U.S. Dollars, %)
December 31, 2016
(In Thousands of U.S. Dollars, %)
December 31, 2016
(In Thousands of U.S. Dollars, %)
December 31, 2016
(In Thousands of U.S. Dollars, %)
December 31, 2016
(In Thousands of U.S. Dollars, %)
Item 1 to 90 Days 91 to 180 Days 181 Days to
1 Year
Over 1 Year Total
Interest rate-sensitive assets $ 34 $75,389 $ - $ - $75,423
Interest rate-sensitive liabilities - - - - -
Interest rate sensitivity gap 34 75,389 - - 75,423
Net worth -
Ratio of interest rate-sensitive assets to liabilities(%) -
Ratio of interest rate-sensitivegapto net worth(%) -
December 31, 2015
(In Thousands of U.S. Dollars, %)
December 31, 2015
(In Thousands of U.S. Dollars, %)
December 31, 2015
(In Thousands of U.S. Dollars, %)
December 31, 2015
(In Thousands of U.S. Dollars, %)
December 31, 2015
(In Thousands of U.S. Dollars, %)
December 31, 2015
(In Thousands of U.S. Dollars, %)
Item 1 to 90 Days 91 to 180 Days 181 Days to
1 Year
Over 1 Year Total
Interest rate-sensitive assets $ 34 $ - $ - $ - $ 34
Interest rate-sensitive liabilities - - - - -
Interest rate sensitivity gap 34 - - - 34
Net worth 31,612
Ratio of interest rate-sensitive assets to liabilities(%) -
Ratio of interest rate-sensitivegapto net worth(%) -
  • Note 1: The above amounts included only U.S. dollar amounts held in the domestic and overseas branches and OBU (excluding contingency assets and liabilities).

  • Note 2: Interest rate-sensitive assets and liabilities refer to interest-earning assets and interest-bearing liabilities with revenues or costs affected by interest rate changes.

  • Note 3: Interest rate sensitivity gap = Interest rate-sensitive assets - Interest rate-sensitive liabilities.

345

  • Note 4: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets/Interest rate-sensitive liabilities (interest rate-sensitive assets and interest rate-sensitive liabilities are in U.S. dollars).

6) Other price risk

CDIB Capital Group and subsidiaries were exposed to equity price risk through its investments in principal investment business. CDIB Capital Group manages this exposure by setting risk acceptance limitation concerning industry, country, affiliated groups, and the same group.

If equity prices had been 1% higher/lower, the post-tax other comprehensive income for the years ended December 31, 2016 and 2015 would increase/decrease by $92,118 thousand and $90,210 thousand, respectively, as a result of the changes in fair value of available-for-sale shares.

KGI Securities and subsidiaries

Market risk is the risk of potential loss or change in valuation for securities or financial products that KGI Securities and subsidiaries hold due to the fluctuations of the market risk factors. Such factors include interest rates (including credit spread) and risk of equity securities and exchange rates and commodity risk.

KGI Securities utilize risk factor sensitivity and value at risk to measure and contain market risks. KGI Securities also holds regular stress test to help the management understand the extent to which KGI Securities can handle stress in this dire economic environment.

  • 1) Risk factor sensitivity

Using product identification and analysis procedure held by KGI Securities, the corresponding market risk factor can be determined. Individual risk factor’s entire exposure can be measured by observing how the value of a financial instrument changes as each risk factor changes. KGI Securities and subsidiaries monitor the following risk factor sensitivities:

  • a) Interest rate risk sensitivity: Measured by the change of present value of future cash flows of the measured holding with each yield curve or credit spread moved 0.01% horizontally.

  • b) Equity securities risk sensitivity: Measured by the change of the value of investment portfolio with the price of the underlying assets linked to the equity securities (as the potential loss amount given that the TAIEX and stock of respective companies drop 1%).

  • c) Exchange rate risk sensitivity: Measured by the change of present values of corresponding holdings of currencies with exchange rate for each currency (as the potential loss amount given that the foreign currencies depreciate 1% against NTD).

  • d) Commodity risk sensitivity: Measured by the change of present values of corresponding holdings of currencies with commodity for each currency (as the potential loss amount given that commodity currencies depreciate 1% against NTD).

346

The risk sensitivities in the portfolio held by KGI Securities and subsidiaries are as follows:

Comparisons of Risk Sensitive Factors

(In Thousands of New Taiwan Dollars)

Risk Sensitivity December 31,
2016

December 31,
2015
Interest rate risk
Equity securities risk
Exchange rate risk
$ 2,321
18,656,595
1,416,056
$ 12,186

15,566,569

589,868

4,465
Commodity risk (2,051)

2) Value at risk

Value at risk (“VAR”) is a statistical measurement used to measure the maximum potential loss of a portfolio in a certain future time horizon and confidence level. KGI Securities and subsidiaries uses parametric in estimating a value at risk at 99% of confidence interval at duration of 1 day. This means that among 100 trading days, 1 trading day might see the loss of the positions exceeding the value at risk estimated the day before. KGI Securities and subsidiaries continue to conduct back testing daily to ensure the effectiveness of the estimations made by the risk value model.

The comparison of risk value in the trading portfolio held by KGI Securities and subsidiaries are as follows:



Equity securities

Interest rate
Exchange rate
Commodity

Equity securities

Interest rate
Exchange rate
Commodity
For the Year Ended December 31, 2016
Average VAR
Minimum VAR
Maximum VAR

$ 406,843
$ 248,091
$ 733,544

75,275
31,612
155,833
19,930
2,031
97,630
6,619
58
49,537
For the Year Ended December 31, 2015
Average VAR
Minimum VAR
Maximum VAR
$ 485,026
$ 169,082
$ 1,034,615

82,291
41,766
152,689
13,417
2,825
45,515
2,018
-
5,174
December 31,
2016
Ending VAR
$ 529,293
69,226
9,294
29,399
December 31,
2015
Ending VAR
$ 329,128
71,769
6,310
1,228

3) Stress test

Stress test is one of the tools for risk management. It mainly evaluates the effects extreme changes in market risk factors in an investment portfolio to help a company’s board of directors and management understand how potential extreme incidents can affect the market risk sensitivity and the profit/loss of an investment portfolio.

The main methods of stress test are historic analysis and hypothetical scenarios analysis. The results will be regularly reported to the risk management committee and the board of directors of KGI Securities.

347

4) Foreign currency exchange rate of financial assets and liabilities information

(In Thousands of Foreign Currencies/New Taiwan Dollars)

Financial assets
Monetary items
USD
JPY
EUR
RMB
HKD
SGD
AUD
Nonmonetary items
USD
RMB
AUD
Investments accounted for using the
equity method
USD
Financial liabilities
Monetary items
USD
JPY
RMB
EUR
HKD
SGD
Nonmonetary items
USD
RMB
AUD
December 31, 2016
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$ 2,336,758
32.21
$ 75,259,143
8,724,871
0.28
2,404,829
33,751
33.92
1,144,684
244,837
4.62
1,131,607
127,231
4.16
529,229
9,014
22.31
201,095
4,373
23.30
101,903
761,214
32.28
24,571,228
412,573
4.62
1,906,873
4,529
22.30
105,539
67,639
32.28
2,183,329
3,678,462
32.28
118,729,246
8,413,574
0.28
2,319,492
300,806
4.62
1,390,287
31,848
33.92
1,080,125
79,633
4.16
331,116
8,768
22.31
195,616
196,950
32.28
6,357,340
39,941
4.62
184,602
4,529
23.30
105,539

348

Financial assets
Monetary items
USD
JPY
RMB
HKD
EUR
Nonmonetary items
USD
RMB
Investments accounted for using the
equity method
USD
Financial liabilities
Monetary items
USD
RMB
JPY
EUR
Nonmonetary items
USD
RMB
December 31, 2015
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$ 1,986,796
33.07
$ 65,631,077
3,174,913
0.27
867,667
142,098
5.03
715,099
42,428
4.26
180,852
4,387
35.89
157,479
678,354
33.07
22,430,463
569,182
5.03
2,864,465
63,490
33.07
2,099,349
3,019,284
33.07
99,771,345
239,563
5.03
1,205,603
3,084,976
0.27
842,970
4,159
35.88
149,214
208,276
33.07
6,886,852
468,906
5.03
2,359,815

KGI Bank and subsidiaries

  • 1) Source and definition of market risk

Market risk is defined as an unfavorable change in macroeconomic and financial market variables, (such as interest rates, exchange rates, stock prices and commodity prices) which may cause a potential loss on financial assets held for trading.

2) Risk management policies

In order to have a common-language of market risk management, definition, communication and measurement, the KGI Bank has developed “Market Risk Policy” based on Regulations Governing the Capital Adequacy Ratio of Banks and on market risk calculation tables announced by FSC, international standards, and CDFH’s market risk management policy framework.

The “Market Risk Policy” is applicable to “Trading Book” positions defined by the Regulations Governing the Capital Adequacy Ratio of the KGI Bank related market risk calculation tables and the KGI Bank’s book management approach to financial instrument handling.

Following the “Market Risk Policy”, the KGI Bank sets up the “Market Risk Management Procedure to Trading Activities” to manage market risk throughout the Firm. This procedure includes risk identification and assessment, risk measurement, risk monitoring and response, risk reporting and contingency management processes.

349

  • 3) The procedure of market risk measuring, monitoring, and reporting

The KGI Bank’s market risk limits include position sensitivities, stop-loss limits, Value-at-Risk (VaR).

Risk factors analyzed through the KGI Bank’s risk measurement systems are sufficient to determine all market risks of trading positions on balance sheet, including interest rates risk, foreign exchange risk, equity risk and commodity risk, as well as volatility risks which arise out of the option transactions.

The KGI Bank’s market risk report includes profit or loss on trading positions, limits usage, stress testing, trading portfolio risk assessment, as well as significant exception if any.

The risk management unit of the KGI Bank independently performs daily market risk limit controls, and monthly reports to both the Risk Management Committee and CDFH’s Risk Management Committee. Besides, the above reports are regularly presented to the Board for reference.

  • 4) Mitigation of risks or hedging of market risk

The KGI Bank’s market risk positions or hedging positions are marked to market on a daily base through techniques such as model evaluation. All market parameters are updated at least daily in accordance with changes in market conditions. Market Risk Limits are regularly reviewed and controlled based on the revaluation results.

  • 5) Valuation techniques of market risk

The KGI Bank uses the VaR model and/or stress testing to evaluate the potential and/or extreme risk of trading portfolios. Through variations of the assumptions on market conditions, these techniques can be used to assess the market risk of positions held and the maximum expected loss.

VaR is calculated using a one-day time horizon with a 95% confidence level.

(In Thousands of New Taiwan Dollars)

For the Year Ended
December 31, 2016
For the Year Ended
December 31, 2016
For the Year Ended
December 31, 2016
For the Year Ended
December 31, 2015
For the Year Ended
December 31, 2015
For the Year Ended
December 31, 2015
Average Highest Lowest Average Highest Lowest
Interest rate risk
Equity risk
Exchangeraterisk
$ 33,310
5,951

36,105
$ 74,214

12,389

80,973
$ 17,157

2,336

6,133
$ 47,779

15,831

8,539
$ 118,218

28,568
27,412
$ 11,394

7,542

1,514
  • 6) Interest rate risk in banking book

The scope of interest rate risk in banking book includes interest rate sensitivity of assets and liabilities, but do not include risk management of trading book. Interest rate risk in banking book measures the adverse effects on net interest income of assets, liabilities and off-balance sheet as a result of adverse fluctuations in interest. Risk assessment not only builds the sensitivity gap between assets and liabilities, but also quantifies through the dimension of retained earnings and economic value perspectives.

350

  • 7) Interest rate risk management of the banking book

The interest rate risk management strategy involving the Bank’s banking book is to minimize the negative impact of changes in interest rates on net interest income and the net economic value of equity. The asset-liability management committee (ALMCO) approves the annual banking book interest rate risk limits and monitors the Bank’s interest rate risk exposures every day. The interest rate risk management processes involving the banking book include risk identification, risk measurement, risk control, risk monitor and others. The unit monitoring the banking book interest rate risk reports interest rate risk exposures regularly to ALMCO, and adjust the structure of assets and liabilities according to the report, lowering the amount of exposure. For risk monitoring, the asset and liability management system outputs an analysis report, which is provided to the interest rate risk execution unit and top management. If risk missing or excess of limit occurred from monitor, written notices will be passed to interest rate risk implementation units to adjust and improve the program reported to ALMCO.

  • 8) Concentration of currency risk information

The financial assets and liabilities denominated in foreign currency and with material influence on KGI Bank and subsidiaries were as follows:

(In Thousands of New Taiwan Dollars/Foreign Currencies)

Financial assets
Monetary items
USD
RMB
HKD
EUR
GBP
JPY
AUD
ZAR
THD
CAD
Nonmonetary items
HKD
Financial liabilities
Monetary items
USD
RMB
ZAR
AUD
EUR
HKD
JPY
NZD
GBP
December 31, 2016
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$ 5,345,458
32.28
$ 172,546,025
1,934,700
4.62
8,941,990
604,307
4.16
2,515,248
61,196
33.92
2,075,584
45,031
39.61
1,783,666
3,860,310
0.28
1,064,287
11,789
23.30
274,698
85,730
2.37
203,017
169,664
0.90
152,884
6,237
23.93
149,229
521,348
4.16
2,169,956
5,475,408
32.28
176,740,694
1,955,014
4.62
9,035,879
1,454,274
2.37
3,443,867
65,000
23.30
1,514,621
36,380
33.92
1,233,894
293,670
4.16
1,222,312
2,345,749
0.28
646,723
15,481
22.42
347,017
3,801
39.61
150,540

351

Financial assets
Monetary items
USD
EUR
RMB
JPY
HKD
GBP
AUD
Nonmonetary items
HKD
Financial liabilities
Monetary items
USD
EUR
JPY
AUD
GBP
HKD
NZD
RMB
December 31, 2015
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$ 7,048,458
33.07
$ 233,064,309
107,545
36.14
3,886,770
589,247
5.03
2,965,446
6,099,692
0.27
1,675,585
287,940
4.27
1,228,467
4,641
49.04
227,599
7,311
24.16
176,650
377,926
4.27
1,612,385
7,400,004
33.07
244,688,523
73,888
36.14
2,670,401
9,047,194
0.27
2,485,264
53,950
24.16
1,303,487
16,720
49.04
819,945
152,150
4.27
649,133
20,986
22.69
476,137
72,551
5.03
365,121

9) Disclosure required by the Regulations Governing the Preparation of Financial Reports by Public Banks.

a) Analysis of interest rate-sensitive assets and liabilities (New Taiwan dollars)

December 31, 2016

(In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %) (In Thousands of New Taiwan Dollars, %)
Item 1 to 90 Days 91 to 180 Days 181 Days to
1 Year
Over 1 Year Total
Interest rate-sensitive assets $212,961,639 $14,406,478 $ 4,879,123 $108,803,232 $341,050,472
Interest rate-sensitive liabilities 151,925,098 94,329,388 36,692,575 4,274,816 287,221,877
Interest rate sensitivity gap 61,036,541 (79,922,910)
(31,813,452)
104,528,416 53,828,595
Net worth 57,022,065
Ratio of interest rate-sensitive assets to liabilities(%) 118.74
Ratio of interest rate-sensitivegapto net worth(%) 94.40

December 31, 2015

(In Thousands of New Taiwan Dollars, %)

Item 1 to 90 Days 91 to 180 Days 181 Days to
1 Year
Over 1 Year Total
Interest rate-sensitive assets $250,256,425 $ 9,228,268 $ 3,692,381 $50,790,267 $313,967,341
Interest rate-sensitive liabilities 114,720,285 80,048,442 40,511,307 7,387,827 242,667,861
Interest rate sensitivity gap 135,536,140 (70,820,174)
(36,818,926)
43,402,440 71,299,480
Net worth 56,366,901
Ratio of interest rate-sensitive assets to liabilities(%) 129.38
Ratio of interest rate-sensitivegapto net worth(%) 126.49

352

  • Note 1: The above amounts included only New Taiwan dollar amounts held by KGI Bank excluded contingent assets and contingent liabilities.

  • Note 2: Interest rate-sensitive assets and liabilities are interest-earning assets and interest-bearing liabilities with revenues or costs affected by interest rate changes.

  • Note 3: Interest rate sensitivity gap = Interest rate-sensitive assets - Interest rate-sensitive liabilities.

  • Note 4: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets/Interest rate-sensitive liabilities (in New Taiwan dollars).

  • b) Analysis of interest rate-sensitive assets and liabilities (U.S. dollars)

December 31, 2016

(In Thousands of U.S. Dollars, %)

Item 1 to 90 Days 91 to 180 Days 181 Days to
1 Year
Over 1 Year Total
Interest rate-sensitive assets $2,375,210 $ 225,241 $ 449,089 $1,219,782 $4,269,322
Interest rate-sensitive liabilities 2,988,749 440,418 737,981 394,903 4,562,051
Interest rate sensitivity gap (613,539)
(215,177)

(288,892)
824,879 (292,729)
Net worth 52,465
Ratio of interest rate-sensitive assets to liabilities(%) 93.58
Ratio of interest rate-sensitivegapto net worth(%) (557.95)

December 31, 2015

(In Thousands of U.S. Dollars, %)

Item 1 to 90 Days 91 to 180 Days 181 Days to
**1 Year **
Over 1 Year Total
Interest rate-sensitive assets $2,312,571 $ 233,877 $ 333,663 $1,936,818 $4,816,929
Interest rate-sensitive liabilities 4,292,300 488,931 221,621 113,833 5,116,685
Interest rate sensitivity gap (1,979,729)
(255,054)

112,042
1,822,985 (299,756)
Net worth 38,963
Ratio of interest rate-sensitive assets to liabilities(%) 94.14
Ratio of interest rate-sensitivegapto net worth(%) (769.34)
  • Note 1: The above amounts included only U.S. dollars amounts held by KGI Bank, excluded contingent assets and contingent liabilities.

  • Note 2: Interest rate-sensitive assets and liabilities are interest-earning assets and interest-bearing liabilities with revenues or costs affected by interest rate changes.

  • Note 3: Interest rate sensitivity gap = Interest rate-sensitive assets - Interest rate-sensitive liabilities.

  • Note 4: Ratio of interest rate-sensitive assets to liabilities = Interest rate-sensitive assets/Interest rate-sensitive liabilities (in U.S. dollars).

353

  • e. Transfers of financial assets

KGI Securities and subsidiaries

  • 1) Transferred financial assets not qualifying for full derecognition

Among daily operations of KGI Securities and subsidiaries, most of the transactions of transferred financial assets not qualifying for full derecognition are debt securities held by counterparties as collateral under repurchase agreements or equity securities lent under securities lending agreements. As the substance of these transactions is secured borrowing, securities that has transferred to counterparties during the transaction causes KGI Securities’ right to receive cash flows of the financial assets transferred to the counterparties; KGI Securities only recognized related liabilities reflecting the obligation to repurchase the transferred financial assets at a fixed price in the future, and the transferred financial assets cannot be used, sold or pledged in the duration of the transaction. KGI Securities does not derecognize it entirely because KGI Securities remains exposed to interest rate risk, credit risk and market risk on these pledged instruments.

Related information of financial assets and liabilities not qualifying for full derecognition are listed below:

December 31, 2016 December 31, 2016 December 31, 2016
Category Carrying
Amount of
Transferred
Financial
Assets
Carrying
Amount of
Related
Financial
Liabilities
Fair Value of
Transferred
Financial
Assets
Fair Value of
Related
Financial
Liabilities
Net Position of
Fair Value
Financial assets at FVTPL
Transactions with agreements
Transaction - borrowed securities
$ 56,923,804

46,749
$ 57,422,129
65,449
$ 56,923,804
46,749
$ 57,422,129

65,449
$ (498,325)

(18,700)
December 31, 2015
Category Carrying
Amount of
Transferred
Financial
Assets
Carrying
Amount of
Related
Financial
Liabilities
Fair Value of
Transferred
Financial
Assets
Fair Value of
Related
Financial
Liabilities
Net Position of
Fair Value
Financial assets at FVTPL
Transactions with agreements
Transaction - borrowed securities
$ 58,663,263

54,860
$ 58,601,838
76,804
$ 58,663,263
54,860
$ 58,601,838

76,804
$ 61,425

(21,944)

354

  • 2) Transferred financial assets qualifying for full derecognition

KGI Securities uses convertible bonds acquired by an underwriter or dealer as the trading object of the asset swap transaction, then KGI Securities receives consideration by selling it, and exchange interests arise from convertible bonds for compensation interests according to the contracts, meanwhile acquire the right to redeem the bonds at any time before the maturity date. KGI Securities does not retain the control over the transferred assets and derecognized them since counterparties have the ability to sell financial assets to third party and no restrictions will be made when counterparties differs. KGI Securities still retain the call option of the object, and the maximum exposure of the loss is the book value of the pledged instruments. Related information of transferred financial assets and liabilities qualifying for full derecognition are as follows:

December 31, 2016 December 31, 2016 December 31, 2016
Types of
Continuing
Involvement
Outflows of
Repurchased
Transferred
Financial
Assets
(Derecognized
)
Book Value of
Continuing
Involvement in
the Balance
Sheet

Fair Value of
Continuing Involvement
Maximum of
Loss Exposure
Financial
Assets at
FVTPL
Assets Liabilities
Calloption $10,229,100 $ 610,676 $ 610,676 $ - $ 610,676
December 31, 2015 December 31, 2015 December 31, 2015
Types of
Continuing
Involvement
Outflows of
Repurchased
Transferred
Financial
Assets
(Derecognized
)
Book Value of
Continuing
Involvement in
the Balance
Sheet

Fair Value of
Continuing Involvement
Maximum of
Loss Exposure
Financial
Assets at
FVTPL
Assets Liabilities
Calloption $11,345,800 $ 447,128 $ 447,128 $ - $ 447,128

The following table is repurchased transferred financial assets’ undiscounted cash flow maturity analysis. Information of cash flow is disclosed according to the circumstances of every balance sheet day.

December 31, 2016 December 31, 2016 December 31, 2016
Types of
Continuing
Involvement
Spot 3 Months 3-12 Months 1-5 Years Over 5 Years Total
Call option $4,568,600 $ 990,100 $3,106,700 $1,563,700 $ - $10,229,100
December 31, 2015
Types of
Continuing
Involvement
Spot 3 Months 3-12 Months 1-5 Years Over 5 Years Total
Call option $ - $ 835,600 $3,293,700 $7,216,500 $ - $11,345,800

355

The following table shows gains or losses recognized from continuing involvement - call option at the assets transferred day, continuing involvement of derecognized financial assets until balance sheet day and revenues and expenses recognized during the period.

December 31, 2016
Types of Continuing
Involvement
Gains Or Losses
Recognized at
Balance Sheet Day
Revenues or
Expenses
Recognized from
Continuing
Involvement of
Derecognized
Financial Assets
Until Balance Sheet
Day
Revenues or
Expenses
Recognized During
the Period
Calloption $ (41,236) $ 611,220 $ 569,984
December 31, 2015
Types of Continuing
Involvement
Gains Or Losses
Recognized at
Balance Sheet Day
Revenues or
Expenses
Recognized from
Continuing
Involvement of
Derecognized
Financial Assets
Until Balance Sheet
Day
Revenues or
Expenses
Recognized During
the Period
Calloption $ (176,259) $ (257,532) $ (433,791)

KGI Bank and subsidiaries

Transferred financial assets not qualifying for full derecognition

Among daily operations of KGI Bank, most of the transactions of transferred financial assets not qualifying for full derecognition are debt securities under repurchase agreements. As KGI Bank’s right to receive cash flows of the financial assets transferred to the counterparties, and reflecting the obligation to repurchase the transferred financial assets for a fixed price at a future date, the transferred financial assets cannot be used, sold or pledged in the duration of the transaction. KGI Bank does not derecognize it entirely because KGI Bank remains exposed to interest rate risk and credit risk on these pledged instruments.

Related information of financial assets and liabilities not qualifying for full derecognition are listed below:

December 31, 2016 December 31, 2016 December 31, 2016
Category Carrying
Amount of
Transferred
Financial
Assets
Carrying
Amount of
Related
Financial
Liabilities
Fair Value of
Transferred
Financial
Assets
Fair Value of
Related
Financial
Liabilities
Fair Value of
Net Position
Notes and bonds issued under
repurchase agreements
Financial assets at FVTPL
Available-for-sale financial
assets
$ 35,227,572
30,023,890
$ 33,509,311
28,629,003
$ 35,227,572
30,023,890
$ 33,509,311
28,629,003
$ 1,718,261

1,394,887

356

December 31, 2015 December 31, 2015 December 31, 2015
Category Carrying
Amount of
Transferred
Financial
Assets
Carrying
Amount of
Related
Financial
Liabilities
Fair Value of
Transferred
Financial
Assets
Fair Value of
Related
Financial
Liabilities
Fair Value of
Net Position
Notes and bonds issued under
repurchase agreements
Financial assets at FVTPL
Available-for-sale financial
assets
$ 37,960,373
26,418,401
$ 35,862,865
25,014,339
$ 37,960,373
26,418,401
$ 35,862,865
25,014,339
$ 2,097,508

1,404,062
  • f. Offsetting financial assets and financial liabilities

KGI Securities and subsidiaries

KGI Securities and subsidiaries’ transactions of derivative assets and liabilities do not correspond to the provisions of IAS, only in the circumstances of default, insolvency or bankruptcy will KGI Securities have the rights to offset derivative assets and liabilities.

KGI Securities has signed securities repurchase contracts with counterparties, and the agreements stating that KGI Securities to provide securities as collateral, meanwhile KGI Securities signed securities resell contracts with counterparties and receive securities as collateral which do not recognized in the balance sheet. Such contracts do not correspond to the provisions of IAS and bear the right to offset only in the circumstances of default, insolvency or bankruptcy, therefore, related securities sell with repurchase agreements and securities purchased with resell agreement are presented in the balance sheet respectively.

Related information of offsetting financial assets and financial liabilities are as follows:

December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016
Financial Assets Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial Assets
(a)

Gross Amounts
of Recognized
Financial
Liabilities
Offset in the
Balance Sheet
(b)
Net Amounts of
Financial Assets
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)


Financial
Instruments
(Note)
Cash Collateral
Received
Derivative
financial
instruments
$2,163,243 $ - $2,163,243 $ - $ 132,559 $2,030,684
Securities
purchased under
resell
agreements

29,087,308
- 29,087,308 29,087,308 - -
Total $31,250,551 $ - $31,250,551 $29,087,308 $ 132,559 $2,030,684

357

December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016
Financial Liabilities Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial
Liabilities
(a)
Gross Amounts
of Recognized
Financial Assets
Offset in the
Balance Sheet
(b)

Net Amounts of
Financial
Liabilities
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)

Financial
Instruments
(Note)
Cash Collateral
Received
Derivative
financial
instruments
$2,845,225 $ - $2,845,225 $ - $ 465,985 $2,379,240
Notes and bonds
issued under
repurchase
agreements
57,422,129 - 57,422,129 57,422,129 - -
Total $60,267,354 $ - $60,267,354 $57,422,129 $ 465,985 $2,379,240
December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015
Financial Assets Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial Assets
(a)

Gross Amounts
of Recognized
Financial
Liabilities
Offset in the
Balance Sheet
(b)
Net Amounts of
Financial Assets
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)


Financial
Instruments
(Note)
Cash Collateral
Received
Derivative
financial
instruments
$1,857,035 $ - $1,857,035 $ - $ 76,126 $1,780,909
Securities
purchased under
resell
agreements

16,445,429
- 16,445,429 16,445,429 - -
Total $18,302,464 $ - $18,302,464 $16,445,429 $ 76,126 $1,780,909
December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015
Financial Liabilities Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial
Liabilities
(a)
Gross Amounts
of Recognized
Financial Assets
Offset in the
Balance Sheet
(b)

Net Amounts of
Financial
Liabilities
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)

Financial
Instruments
(Note)
Cash Collateral
Received
Derivative
financial
instruments
$4,284,302 $ - $4,284,302 $ - $ 656,140 $3,628,162
Notes and bonds
issued under
repurchase
agreements
58,601,838 - 58,601,838 58,601,838 - -
Total $62,886,140 $ - $62,886,140 $58,601,838 $ 656,140 $3,628,162

Note: Financial instruments include master netting arrangements and non-cash collateral.

KGI Bank and subsidiaries

KGI Bank have and subsidiaries has no transactions of financial instruments that correspond to the provisions of IAS 32-42, but there are enforceable master netting arrangements or similar agreements signed with counterparty, and the financial assets and financial liabilities can be offset when both sides of the transaction have decided to, but gross settlements if have not. One can choose net settlement if the other side of the transaction is in the breach of contract.

358

Related information of offsetting financial assets and financial liabilities are as follows:

December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016
Financial Assets Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial Assets
(a)

Gross Amounts
of Recognized
Financial
Liabilities
Offset in the
Balance Sheet
(b)
Net Amounts of
Financial Assets
Presented in the
Balance Sheet
(c)=(a)-(b)
Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)


Financial
Instruments
(Note)
Cash Collateral
Received
Securities
purchased under
resell
agreements

$ 795,850
$ - $ 795,850 $ 795,850 $ - $ -
Derivative
financial
instruments
25,434,608 - 25,434,608 7,171,127 1,018,564 17,244,917
Total $26,230,458 $ - $26,230,458 $7,966,977 $1,018,564 $17,244,917
December 31, 2016
Financial Liabilities Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial
Liabilities
(a)
Gross Amounts
of Recognized
Financial Assets
Offset in the
Balance Sheet
(b)

Net Amounts of
Financial
Liabilities
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)

Financial
Instruments
(Note)
Cash Collateral
Received
Notes and bonds
issued under
repurchase
agreements
$62,138,314 $ - $62,138,314 $61,725,136 $ 413,178 $ -
Derivative
financial
instruments
27,516,130 - 27,516,130 7,171,127 6,655,765 13,689,238
Total $89,654,444 $ - $89,654,444 $68,896,263 $7,068,943 $13,689,238
December 31, 2015
Financial Assets Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial Assets
(a)

Gross Amounts
of Recognized
Financial
Liabilities
Offset in the
Balance Sheet
(b)
Net Amounts of
Financial Assets
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)


Financial
Instruments
(Note)
Cash Collateral
Received
Securities
purchased under
resell
agreements

$36,176,824
$ - $36,176,824 $36,176,824 $ - $ -
Derivative
financial
instruments
19,974,577 - 19,974,577 7,673,054 510,105 11,791,418
Total $56,151,401 $ - $56,151,401 $43,849,878 $ 510,105 $11,791,418

359

December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2015
Financial Liabilities Subject to Offsetting, Enforceable Master Netting Arrangements or Similar Agreements
Types of
Financial
Instruments
Gross Amounts
of Recognized
Financial
Liabilities
(a)
Gross Amounts
of Recognized
Financial Assets
Offset in the
Balance Sheet
(b)

Net Amounts of
Financial
Liabilities
Presented in the
Balance Sheet
(c)=(a)-(b)

Amounts not Offset in the
Balance Sheet (d)
Net Amount
(e)=(c)-(d)

Financial
Instruments
(Note)
Cash Collateral
Received
Notes and bonds
issued under
repurchase
agreements
$61,010,030 $ - $61,010,030 $60,540,403 $ 469,627 $ -
Derivative
financial
instruments
21,832,157 - 21,832,157 7,673,054 7,390,082 6,769,021
Total $82,842,187 $ - $82,842,187 $68,213,457 $7,859,709 $6,769,021

Note: Financial instruments include master netting arrangements and non-cash collateral.

54. CAPITAL MANAGEMENT

  • a. Group’s capital adequacy ratio (CAR)

(In Thousands of New Taiwan Dollars; %)

Items
Company
December 31, 2015 December 31, 2015
% of
Ownership
Group’s Eligible
Capital
Group’s Legal
Capital Demand
The Corporation $163,482,476 $188,137,891
CDIB Capital Group 100.00 20,910,410 1,215,027
KGI 100.00 17,895,797 8,151,174
KGI Bank 100.00 53,986,254 35,206,376
Deductitems 186,391,735 186,391,735
Subtotal 69,883,202(A) 46,318,733 (B)
Group’s CAR(C)=(A)÷(B) 150.87 (C)

(In Thousands of New Taiwan Dollars; %)

Items
Company
December 31, 2015 December 31, 2015
% of
Ownership
Group’s Eligible
Capital
Group’s Legal
Capital Demand
The Corporation 165,157,125 188,455,852
CDIBCapitalGroup 100.00 14,497,173 1,067,612
KGI 100.00 20,503,870 9,042,459
KGI Bank 100.00 53,303,814 28,497,462
Deductitems 186,684,329 186,684,329
Subtotal 66,777,653 (A) 40,379,056 (B)
Group’s CAR(C)=(A)÷(B) 165.38 (C)

Note: Group’s capital adequacy ratio = Group’s eligible capital, net/Group’s legal capital demand.

360

b. Financial holding companies’ net eligible capital

(In Thousands of New Taiwan Dollars)

Common stock
Capital instruments of comply with Tier 1 capital requirement
Other preferred stock and subordinated bonds
Reserve for raising capital
Capital surplus
Legal reserve
Special reserve
Retained earnings
Equity adjustment
Deduction: Capital items
December 31 December 31


2016
$ 149,744,203
-
-
10
1,104,521
5,014,298
3,228,296
8,556,188
(1,782,652)

(2,382,388)

$ 163,482,476
2015
$ 151,124,071

-

-

1,370

654,803

4,161,475

765,041

13,580,644

(2,746,831)

(2,383,448)
$ 165,157,125

The Group’s CARs were 150.87% and 165.38% as of December 31, 2016 and 2015, respectively. Since the Financial Holding Company Act and related regulations require, the Group’s CAR should be at least 100%, the Group’s CARs met its requirement.

CDIB Capital Group and subsidiaries

a. Objectives

CDIB Capital Group’s eligible capital should be higher than statutorily required capital and should meet the authorities’ minimum requirements for capital adequacy ratio. This is the fundamental principle of capital management.

Capital is needed to cover any future losses. Capital management is the main tool of financial institutions to developing business and risk strategies. To effectively manage CDIB Capital Group’s capital as well as meet the regulatory authorities’ minimum requirements, CDIB Capital Group follows the principle "Capital bears risk as well as requires compensation", thus, under an effective capital management framework, CDIB Capital Group balances risk control and business development and achieves the business objective of maximizing shareholder value.

b. Capital management procedures

CDIB Capital Group had met the authorities’ minimum requirements for capital adequacy ratio and reported to the authority quarterly. Eligible capital is calculated according with the “Regulations Governing the Capital Adequacy and Capital Category of Banks”.

361

  • c. Capital adequacy ratio
Items Year Year December 31,
2016
December 31,
2015
Eligible capital Common shareholders’equity $ 20,910,410 $ 14,497,173
Other Tier 1capital -
-
Tier 2capital -
-
Eligible capital 20,910,410 14,497,173
Risk-weighted
assets
Credit risk Standardized approach 5,938,428 4,880,609
Internal rating-based approach NA
NA
Securitization -
-
Operational
risk
Basic indicator approach (Note 4) 5,669,725
6,668,563
Standardized approach/alternative
standardized approach
NA
NA
Advancedmeasurement approach NA
NA
Market risk Standardized approach 2,479,113 1,795,975
Internal modelapproach NA
NA
Total risk-weighted assets 14,087,266 13,345,147
Capitaladequacyratio 148.43% 108.63%
Ratio ofcommonshareholders’equity torisk-weighted assets 148.43% 108.63%
Ratio of Tier 1 capital to risk-weighted assets 148.43%
108.63%
Leverageratio 92.95% 89.92%
  • Note 1: The above table was filled in accordance with the “Regulations Governing the Capital Adequacy Ratio of Banks” and related calculation tables.

  • Note 2: The Bank should disclose the capital adequacy ratios of the current and previous periods in annual financial reports. For semiannual financial reports, the Bank should disclose the capital adequacy ratios of the current and previous periods, and of the previous year-end.

  • Note 3: The formulas used in calculating the above table entries were as follows:

  • 1) Eligible capital = Common shareholder’s equity + Other Tier 1 capital + Tier 2 capital.

  • 2) Total risk-weighted asset = Risk-weighted assets for credit risk + (Capital requirement for operational risk + Capital requirements for market risk) × 12.5.

  • 3) Capital adequacy ratio = Eligible capital/Total risk-weighted assets.

  • 4) Ratio of common shareholders’ equity to risk-weighted assets = Common stock/Total risk-weighted assets.

  • 5) Ratio of Tier 1 capital to risk-weighted assets = (Shareholders’ equity + Other Tier 1 capital)/Total risk-weighted assets.

  • 6) Leverage ratio = Tier 1 capital/Total exposure.

Note 4: Included the amount of change from transfer of business.

KGI and subsidiaries

The main objective of KGI and subsidiaries in capital management is to maintain a healthy credit rating and capital ratio to support the Corporation’s operation and maximize shareholders’ interests. KGI and subsidiaries will manage and adjust the capital structure based on the economic situation, possibly by adjusting dividends, returning capital or issuing new shares.

362

KGI Bank and subsidiaries

a. Objectives

The calculation of self-owned capital should be conducted according to the regulations of the authorities. The basic management objective includes sufficient capital to meet the requirements of the regulation and achieve the minimum capital adequacy ratio so as to control all risks within the risk appetite.

In order to undertake all kinds of risk, KGI Bank conducts risk management based on the risk portfolio and the assessment of risk characteristics to design the best capital allocation.

  • b. Capital management procedures

KGI Bank had met the authorities’ minimum requirements for capital adequacy ratio and reported to the authority quarterly. Eligible capital is calculated according with the “Regulations Governing the Capital Adequacy and Capital Category of Banks”.

  • c. Capital adequacy ratio
Items Year Year December 31,
2016
December 31,
2015
Eligible capital Commonshareholders’equity $ 53,944,546 $ 53,124,545
Other Tier 1capital -
-
Tier 2 capital 41,708
179,269
Eligible capital 53,986,254
53,303,814
Risk-weighted
assets
Credit risk Standardized approach 335,603,806 296,938,821
Internal rating-based approach NA
NA
Securitization -
-
Operational
risk
Basicindicatorapproach 17,971,561
18,407,174

Standardized approach/alternative
standardized approach
NA
NA
Advancedmeasurement approach NA
NA
Market risk Standardized approach 54,614,500
40,872,275
Internal modelapproach NA
NA
Total risk-weighted assets 408,189,867 356,218,270
Capitaladequacyratio 13.23% 14.96%
Ratio ofcommonshareholders’equity torisk-weighted assets 13.22% 14.91%
Ratio of Tier 1capitaltorisk-weighted assets 13.22% 14.91%
Leverageratio 8.85% 9.28%
  • Note 1: The above table was filled in accordance with the “Regulations Governing the Capital Adequacy Ratio of Banks” and related calculation tables.

  • Note 2: The formulas used in calculating the above table entries were as follows:

  • 1) Eligible capital = Common shareholder’s equity + Other Tier 1 capital + Tier 2 capital.

  • 2) Total risk-weighted asset = Risk-weighted assets for credit risk + (Capital requirement for operational risk + Capital requirements for market risk) × 12.5.

  • 3) Capital adequacy ratio = Eligible capital/Total risk-weighted assets.

363

  • 4) Ratio of common shareholders’ equity to risk-weighted assets = Common stock/Total risk-weighted assets.

  • 5) Ratio of Tier 1 capital to risk-weighted assets = (Shareholders’ equity + Other Tier 1 capital)/Total risk-weighted assets.

  • 6) Leverage ratio = Tier 1 capital/Total exposure.

55. TRUST BUSINESS OPERATIONS UNDER THE TRUST ENTERPRISES ACT

  • a. The balance sheets and income statements of the trust accounts and trust property accounts of CDIB Capital Group were as follows:

CDIB Capital Group will not engage in trust operations from the date of transfer of business on May 1, 2015.

Income Statements of Trust Accounts

(In Thousands of New Taiwan Dollars)

For the Four
Months Ended
April 30, 2015
Trust income and gains
Gain on financial assets at FVTPL, net $ 225,466
Interest income 15,721
Rental income
1,025
Total trust income and gains
242,212
Trust expenses
Interest expense 19,635
Trust administrative expense 188
Other expenses
34
Total trust expenses
19,857
Net income before income tax $ 222,355
  • b. The balance sheets and income statements of the trust accounts and trust property accounts of KGI Securities were as follows:

Balance Sheets of Trust Accounts December 31, 2016 and 2015

Trust Assets
Bank deposits

Financial assets

Receivables



Total
2016
$ 809,142

22,988,241


72,988

$ 23,870,371
(In Thousands of New Taiwan Dollars)
2015
Trust Liabilities
2016
2015
$ 876,118
Payables
$ 16,097
$ 30,124
22,837,422
Trust capital
23,786,620
23,578,392

99,904
Reserves and
retained earnings

67,654

204,928
$ 23,813,444
Total
$ 23,870,371
$ 23,813,444

364

Income Statements of Trust Accounts

(In Thousands of New Taiwan Dollars)

Trust income
Trust expenses
Income before income tax
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 2,077,401

(2,712,400)

$ (634,999)
2015
$ 2,136,357
(2,327,314)
$ (190,957)

The above income from trust operations were excluded from KGI Securities’ income.

Trust Property Accounts

(In Thousands of New Taiwan Dollars)

Investment Portfolio
Bank deposits
Stocks
Funds
Structured notes
Receivables
Total
December 31 December 31


2016
$ 809,142
13,755,119
9,227,067
6,055

72,988

$ 23,870,371
2015
$ 876,118

15,470,397

7,320,525

46,500

99,904
$ 23,813,444
  • c. The balance sheets and income statements of the trust accounts and trust property accounts of KGI Bank were as follows:

Balance Sheets of Trust Accounts

Trust Assets
Bank deposits

Short-term

investment

Financial assets at

FVTPL

Receivables

Payments for others
Financial assets

measured at cost

Real estate, net

Intangible assets -

surface rights

Securities under
custody

Other assets


Total
2016
$ 310,897

30,860,207

2,660,355
26,191
-
687,150
417,202
984,534

1,909,451

$ 37,855,987
(In Thousands of New Taiwan Dollars)
2015
Trust Liabilities
2016
2015
$ 654,161
Payables
$ 153,951
$ 154,615
Payables on
31,338,483
securities under
custody
1,909,451
-
3,697,006
Other liabilities
30,906
1,336,311
51,927
Trust capital
34,693,769
37,805,193
1,166,813
Accumulated
earnings

1,067,910

795,758
1,401,010
797,943
984,534

-
$ 40,091,877
Total
$ 37,855,987
$ 40,091,877

365

Income Statements of Trust Accounts

(In Thousands of New Taiwan Dollars)

Trust income and gains
Profit income
Interest income
Rental income
Gain or loss on financial assets at FVTPL, net
Other income
Total trust income and gains
Property transaction losses
Trust expenses
Administrative expenses
Interest expenses
Other expenses
Total trust expenses
Net income
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2016
$ 86,041

1,385,573
30,624
480,409
23,470

2,006,117

(1,461,127)

(24,329)
(39,754)
(30,303)

(94,386)

$ 450,604
2015
$ 157,838
1,624,518
30,922
190,454

915

2,004,647
(1,576,080)

(36,612)

(45,650)

(12,445)

(94,707)
$ 333,860

The above income from trust operations were excluded from KGI Bank’s income.

Trust Property Accounts

(In Thousands of New Taiwan Dollars)
December 31
Investment Portfolio
2016
2015
Bank deposits
$ 310,897 $ 654,161
Short-term investments
Funds
29,104,043
29,808,756
Bonds
1,468,806
1,113,036
Common shares
78,300
81,400
Structured notes
93,766
215,507
ETF
115,292
119,784
Financial assets at FVTPL
2,660,355
3,697,006
Payment for others
-
1,166,813
Financial assets measured at cost
687,150
1,401,010
Real estate, net
417,202
797,943
Intangible assets - surface right
984,534
984,534
Securities under custody
1,909,451
-
Other assets

26,191

51,927
Total
$ 37,855,987
$ 40,091,877
(In Thousands of New Taiwan Dollars)
December 31
Investment Portfolio
2016
2015
Bank deposits
$ 310,897 $ 654,161
Short-term investments
Funds
29,104,043
29,808,756
Bonds
1,468,806
1,113,036
Common shares
78,300
81,400
Structured notes
93,766
215,507
ETF
115,292
119,784
Financial assets at FVTPL
2,660,355
3,697,006
Payment for others
-
1,166,813
Financial assets measured at cost
687,150
1,401,010
Real estate, net
417,202
797,943
Intangible assets - surface right
984,534
984,534
Securities under custody
1,909,451
-
Other assets

26,191

51,927
Total
$ 37,855,987
$ 40,091,877
(In Thousands of New Taiwan Dollars)
December 31
Investment Portfolio
2016
2015
Bank deposits
$ 310,897 $ 654,161
Short-term investments
Funds
29,104,043
29,808,756
Bonds
1,468,806
1,113,036
Common shares
78,300
81,400
Structured notes
93,766
215,507
ETF
115,292
119,784
Financial assets at FVTPL
2,660,355
3,697,006
Payment for others
-
1,166,813
Financial assets measured at cost
687,150
1,401,010
Real estate, net
417,202
797,943
Intangible assets - surface right
984,534
984,534
Securities under custody
1,909,451
-
Other assets

26,191

51,927
Total
$ 37,855,987
$ 40,091,877
(In Thousands of New Taiwan Dollars)
December 31
Investment Portfolio
2016
2015
Bank deposits
$ 310,897 $ 654,161
Short-term investments
Funds
29,104,043
29,808,756
Bonds
1,468,806
1,113,036
Common shares
78,300
81,400
Structured notes
93,766
215,507
ETF
115,292
119,784
Financial assets at FVTPL
2,660,355
3,697,006
Payment for others
-
1,166,813
Financial assets measured at cost
687,150
1,401,010
Real estate, net
417,202
797,943
Intangible assets - surface right
984,534
984,534
Securities under custody
1,909,451
-
Other assets

26,191

51,927
Total
$ 37,855,987
$ 40,091,877


2016
$ 310,897
29,104,043
1,468,806
78,300
93,766
115,292
2,660,355
-
687,150
417,202
984,534
1,909,451
26,191

$ 37,855,987
2015
$ 654,161

29,808,756

1,113,036

81,400

215,507

119,784

3,697,006

1,166,813

1,401,010

797,943

984,534

-
51,927
$ 40,091,877

366

56. DISCLOSURE REQUIRED UNDER ARTICLE 46 OF THE FINANCIAL HOLDING COMPANY ACT

Please refer to Table 9 (attached).

57. CONDENSED INDIVIDUAL BALANCE SHEETS AND STATEMENTS OF COMPREHENSIVE INCOME OF GROUP

Please refer to Table 10 (attached).

58. ALLOCATION OF REVENUE, COST AND EXPENSE RESULTING FROM COOPERATION AND RESOURCES SHARING IN THE GROUP

For the resources sharing in the Group, please refer to Note 47 to the consolidated financial statements.

59. CONTINGENCIES AND COMMITMENT, DISASTROUS DAMAGES AND SUBSEQUENT EVENTS OF SUBSIDIARIES

Please refer to Note 49 to the consolidated financial statements. Information on disaster damages: None.

60. SUBSIDIARIES’ ASSET QUALITY, MANAGEMENT, PROFITABILITY, LIQUIDITY AND SENSITIVITY TO MARKET RISK

Please refer to Notes 51 and 53 to the consolidated financial statements.

61. SPECIFIC RISK FROM FUTURES DEALING

The futures dealer needs to maintain adequate liquidity in case of its clients fail to fulfill the contracts in the futures transactions with the features of low financial leverage nature and unpredictable market fluctuation. If the dealing business fails to maintain the amount of margin, the open contracts may be closed. Thus, the margin may be lost entirely and may require further payment of deficiency.

367

62. FINANCIAL RATIOS OF FUTURES-DEALING SUBSIDIARY

The following financial ratios of KGI Securities’ futures department and KGI Futures Corp. in compliance with the requirements of the Rules Governing Futures Commission Merchants.

a. KGI Securities’ futures department

Rule
No.
17
17
22
22
Formula
Current liabilities
Equities
Capital stock
Adjusted net capital
Client and proprietary
account
December 31
2016
2015
Formula
%
Formula
%
Standard
$1,784,471
$394,084
=4.53
$1,965,939
$407,338
=4.83
≧1
$2,133,932
$166,579
=12.81
$2,320,730
$238,942
=9.71
≧1
$1,784,471
$400,000
=446.12%
$1,965,939
$400,000
=491.48% ≧60%
≧40%
$1,322,873
$281,618
=469.74%
$1,417,650
$215,941
=656.50% ≧20%
≧15%
Meet
Standard
2016
Formula
%
$1,784,471
$394,084
=4.53
$2,133,932
$166,579
=12.81
$1,784,471
$400,000
=446.12%
$1,322,873
$281,618
=469.74%
Yes
Yes
Yes
Yes

b. KGI Futures Corp.

Rule
No.
17
17
22
22
Formula
Current liabilities
Equities
Capital stock
Adjusted net capital
Client and proprietary
account
December 31
2016
2015
Formula
%
Formula
%
Standard
$2,735,161
$298,763
=9.15
$2,624,668
$372,168
=7.05
≧1
$22,820,898
$20,694,894
=1.10
$20,589,705
$18,589,073
=1.11
≧1
$2,735,161
$760,000
=359.89%
$2,624,668
$760,000
=345.35% ≧60%
≧40%
$2,338,562
$3,376,756
=69.25%
$2,221,296
$3,662,040
=60.66% ≧20%
≧15%
Meet
Standard
2016
Formula
%
$2,735,161
$298,763
=9.15
$22,820,898
$20,694,894
=1.10
$2,735,161
$760,000
=359.89%
$2,338,562
$3,376,756
=69.25%
Yes
Yes
Yes
Yes

368

63. ACCOUNT RECLASSIFICATION

KGI Securities did not intend to sell the following financial assets held for trading within the short term because of economic instability and deterioration of the world’s financial markets in 2008. Thus, under the newly amended Statement of Financial Accounting Standards No. 34 - “Financial Instruments: Recognition and Measurement,” KGI Securities reclassified its financial assets held-for-trading financial assets to available-for-sale financial assets. The fair values at the reclassification date were as follows:

Before After
Reclassification
Reclassification
KGI Securities
Financial assets at FVTPL - held for trading $ 3,831,236
$ -
Available-for-sale financial assets
-
3,831,236
$ 3,831,236
$ 3,831,236

The carrying amounts and fair values of the reclassified financial assets as of December 31, 2016 and 2015 were as follows:

KGI Securities and subsidiaries
Available-for-sale financial assets
December 31 December 31
2016
Carrying
Amount
Fair Value
$ 5,363,359
$ 5,363,359
2015
Carrying
Amount
Fair Value
$ 4,358,869 $ 4,358,869

The gains or losses recorded for the reclassified financial assets (excluding those that had been derecognized before December 31, 2016 and 2015) for the years ended December 31, 2016 and 2015 and the pro forma gains or losses assuming no reclassifications had been made were as follows:


KGI Securities and subsidiaries


Available-for-sale financial assets
For the Year Ended December 31 For the Year Ended December 31
2016
Gains (Losses)
Recorded
Pro Forma
Losses



$ -
$ 1,004,489
2015
Gains (Losses)
Recorded
Pro Forma
Gains
$ - $ (88,944)

64. DISCLOSURES REQUIRED BY THE FINANCIAL SUPERVISORY COMMISSION

KGI’s investments in foreign enterprises are registered in a country whose securities and futures market regulators are not members of the International Organization of Securities Commissions (IOSCO), and these companies have no Multilateral Memorandum of Understanding (MMOU) members or didn’t get the securities or futures licenses signed by the IOSCO. Thus, KGI disclose their foreign investees’ business conditions and information on related-party transactions as follows:

  • a. Balance sheet: Tables 13-1 to 13-4 (attached).

  • b. Income statement: Tables 14-1 to 14-4 (attached).

369

  • c. Securities held: None.

  • d. Derivative instruments and related capital resources: None.

  • e. Asset management revenues, service and litigation matters: Note 49(c).

  • f. Related party transactions or dealings among foreign enterprises: None.

65. ADDITIONAL DISCLOSURES

  • a. and b. following are the additional disclosures required for the Group:

  • 1) Financing provided: Not applicable to the Corporation, CDIB Capital Group and KGI Bank. For other subsidiaries’ information: Please refer to Table 1 (attached).

  • 2) Collaterals/guarantees provided: Not applicable to the Corporation, CDIB Capital Group and KGI Bank. For other subsidiaries’ information: Please refer to Table 2 (attached).

  • 3) Marketable securities held: Not applicable to the Corporation, CDIB Capital Group, KGI Bank, and KGI Securities and subsidiaries. For other subsidiaries’ information: Please refer to Table 3 (attached).

  • 4) Subsidiaries were acquired and disposed of, at cost or price of at least NT$300 million or 10% of the issued capital (subsidiaries acquired and disposed of marketable securities, at cost or price of at least NT$300 million or 10% of the issued capital): For the KGI Bank and subsidiaries’ information: None. Not applicable to KGI Securities and subsidiaries. For the Corporation, CDIB Capital Group and other subsidiaries’ information: Please refer to Table 4 (attached).

  • 5) Acquisition of individual real estate at cost of at least NT$300 million or 10% of the issued capital: For the Group’s information: None.

  • 6) Disposal of individual real estate at price of at least NT$300 million or 10% of the issued capital: For the Group’s information: None.

  • 7) Discount on service fees received from related parties amounting to NT$5 million: For the Group’s information: None.

  • 8) Receivables from related parties amounting to NT$300 million or 10% of the issued capital: Please refer to Note 47 and Table 5 (attached).

  • 9) Sold nonperforming loans: Please refer to Table 7 (attached).

  • 10) For related information on the subsidiaries’ securitization products approved under the Regulation on Financial Asset Securitization: None.

  • 11) Other significant transactions which may affect the decisions of financial statement users: None.

  • 12) The information of investees: Please refer to Table 6 (attached).

  • 13) Derivative transactions of the Group: Please refer to Notes 8, 52 and 53 to the consolidated financial statements.

  • c. Subsidiaries investment in Mainland China: Please refer to Table 11 (attached).

370

  • d. Business relationships and significant transactions among the Group: Please refer to Table 12 (attached).

66. SEGMENT INFORMATION

The reportable segments of the Corporation are Industrial banking, Securities and Commercial banking. Under the Regulations Governing the Establishment Criteria and Administration of Industrial Banks and relevant regulations, Industrial Banking engaged in principal investment business, global financial market business and corporate banking business. Under the Securities and Exchange Act and relevant regulations, Securities engaged in wealth management business, trading business and investment banking business. Under The Banking Act of The Republic of China and relevant regulations, Commercial banking engaged in consumer banking, corporate banking and global market and financial institution.

The accounting policies of the operating segments are the same as the Corporation’s accounting policies described in Note 4. The Corporation uses income after tax as the measurement for segment profit and the basis of performance assessment. The net profit, income before income tax, assets and liabilities are composed of revenues and expenses directly attributable to an operating segment.

  • a. Segment revenues and results

Following is an analysis of the Group’s operating revenue and results by reportable segment:

For the year ended
December 31, 2016
Interest profit (loss), net

Noninterest profit, net

Net profit (loss)
Reversal of allowance
(allowance) for bad debts and
losses on guarantees, net
Operating expenses

Income (loss) before income tax
Income tax benefit (expense)

Net income (loss)

For the year ended
December 31, 2015
Interest profit (loss), net

Noninterest profit (loss), net

Net profit (loss)
Reversal of allowance
(allowance) for bad debts and
losses on guarantees, net
Operating expenses

Income (loss) before income tax
Income tax benefit (expense)

Net income (loss)
Industrial
Banking
$ 61,228


2,840,575

2,901,803

42,757
(1,529,421)


1,415,139

(125,488)

$ 1,289,651

$ 1,416,871


4,493,955

5,910,826

205,757
(2,256,695)


3,859,888

33,574

$ 3,893,462
Securities
$ 1,720,087

12,223,572

13,943,659

(535,491)
(10,881,734)

2,526,434

(250,695)

$ 2,275,739

$ 2,248,502

13,006,858

15,255,360
(205,017)
(12,165,031)

2,885,312

(327,330)

$ 2,557,982
Commercial
Banking
$ 5,881,614


4,949,024

10,830,638
(258,744)
(5,569,586)

5,002,308


(927,070)

$ 4,075,238

$ 6,177,117


3,033,731

9,210,848
329,049
(4,886,071)

4,653,826


(528,379)

$ 4,125,447
Other
$ (603,427)

55,055

(548,372)
-
(1,284,680)

(1,833,052)

179,328

$ (1,653,724)

$ (734,677)

66,254

(668,423)
-
(1,287,616)

(1,956,039)

(5,677)

$ (1,961,716)
Total
$ 7,059,502
20,068,226
27,127,728

(751,478)
(19,265,421)

7,110,829
(1,123,925)
$ 5,986,904
$ 9,107,813
20,600,798
29,708,611

329,789
(20,595,413)

9,442,987

(827,812)
$ 8,615,175

371

b. Segment assets and liabilities

December 31, 2016

Assets

Liabilities


December 31, 2015


Assets

Liabilities
Industrial
Banking
$ 50,846,244

$ 2,679,674

$ 48,569,509

$ 2,885,387
Securities
$ 264,790,087

$ 210,476,569

$ 267,093,626

$ 209,307,827
Commercial
Banking
$ 574,393,912

$ 484,824,170

$ 548,775,549

$ 459,034,084
Other
$ 2,167,266

$ 27,120,058

$ 2,280,491

$ 26,721,139
Total
$ 892,197,509

$ 725,100,471

$ 866,719,175

$ 697,948,437

c. Geographical information

The Group’s revenue from external customers by location of operations and information about its non-current assets by location of assets are detailed below:

Taiwan
Hong Kong
British Virgin Islands
Malaysia
China
Grand Cayman
Others
Revenue from External
Customers
Revenue from External
Customers
Revenue from External
Customers
For the Year Ended December 31


2016
$ 21,239,678
4,152,461
567,842
548,229
265,304
249,392
104,822

$ 27,127,728
2015
$ 21,313,249

5,895,999

1,224,025

483,605

308,492

395,164

88,077
$ 29,708,611
  • d. Information about major customers

No single customer contributed 10% or more to the Group’s revenue in 2016 and 2015.

372

TABLE 1

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

FINANCINGS PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Financier Counter-party Financial
Statement Account
Related-
party
Maximum
Balance for the
Period
Ending Balance Actual Amount
Drawn Down
Interest
Rate
Nature of
Financing Provided
Transaction
Amount
Financing Reasons Allowance for
Bad Debt
Colla teral Financial
Limit for Each
Borrowing
Company
Limit on
Financier’s
Total Financing
Item Value
1 Richpoint Company Limited KG Investments Holdings Limited
KGI International Holdings Limited
KGI Investment Advisory
(Shanghai) Company Limited
Receivables, net
Receivables, net
Receivables, net
Yes
Yes
Yes
$ 7,101,380
5,487,430
25,823
$ 3,873,480
5,487,430
25,823
$ 3,615,248
-
-
Floating
Floating
Floating
Short-term financing
Short-term financing
Short-term financing
$ -
-

-
Working capital
Working capital
Working capital
$ -
-
-
-
-
-
$ -
-
-
$ 14,536,477
(Note 1)
14,536,477
14,536,477
$ 14,536,477
(Note 1)
2 KGI International Holdings
Limited
KGI Asia Limited
KGI International Finance Limited
KGI Futures (Singapore) Pte. Ltd.
(formerly KGI Ong Capital Pte.
Ltd.)
PT KGI Sekuritas Indonesia
Receivables, net
Receivables, net
Receivables, net
Receivables, net
Yes
Yes
Yes
Yes
1,613,950
4,841,850
115,373
322,790
1,613,950
-
-
322,790
-
-
-
64,558
Floating
Floating
Floating
Floating
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

-
Working capital
Working capital
Working capital
Working capital
-
-
-
-
-
-
-
-
-
15,592,650
(Note 2)
15,592,650
15,592,650
15,592,650
15,592,650
(Note 2)

Note 1: Richpoint Company Limited’s financing limit is based on the “Loan of Funds Making Guideline”. The guideline states that, for each and for all of the borrowing companies, the total amount available for financing should not exceed the net worth of the financing company.

Note 2: KGI International Holdings Limited’s financing limit is based on the “Loan of Funds Making Guideline”. The guideline states that, for each and for all of the borrowing companies, the total amount available for financing should not exceed the net worth of the financing company.

Note 3: The above companies which are the subsidiaries of the Corporation were eliminated from the consolidated financial statements.

373

TABLE 2

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

COLLATERALS/GUARANTEE PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Collaterals/Guarantee
Provider
Counter-party Counter-party Limits on Each
Counter-party’s
Collateral/
Guarantee
Amounts
Maximum
Balance for the
Period
Ending Balance Actual Amount
Drawn Down
Carrying Value
(as of Balance
Sheet Date) of
Properties
Guaranteed by
Collateral
Ratio of
Accumulated
Amount of
Collateral to Net
Asset Value of
the Latest
Financial
Statement
Maximum
Collateral/
Guarantee
Amounts
Allowable
Provision of
Endorsements by
Parent Company
to Subsidiary

Provision of
Endorsements by
Subsidiary to
Parent Company

Provision of
Endorsements to
the Company in
Mainland China
Name Nature of
Relationship
1 KGI Securities KGI Securities (Singapore) Pte. Ltd. (formerly KGI
Fraser Securities Pte. Ltd.)
KGI Futures (Singapore) Pte. Ltd. (formerly KGI
Ong Capital Pte. Ltd.)

Note 1
Note 1
$ 6,024,405
6,024,405
$ 1,200,876
1,200,876
$ 1,115,500
1,115,500
$ 1,115,500
1,115,500
$ -
-
1.85%
1.85%
$ 24,097,619
(Note 2)
No
No
No
No
No
No
2 KGI International Holdings
Limited
KGI Asia Limited
KGI International Finance Limited
KGI Futures (Hong Kong) Limited
KGI Finance Limited
KGI International (Hong Kong) Limited
KGI Futures (Singapore) Pte. Ltd. (formerly KGI
Ong Capital Pte. Ltd.)
KGI Asia (Holdings) Pte. Limited
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
15,592,650
15,592,650
15,592,650
15,592,650
15,592,650
15,592,650
15,592,650
2,754,742
3,034,226
209,814
138,800
2,001,298
645,580
1,080,770
2,754,742
1,743,066
209,814
138,800
2,001,298
645,580
1,003,978
974,276
232,230
-
-
-
-
-
-
-
-
-
-
-
-
17.67%
11.18%
1.35%
0.89%
12.83%
4.14%
6.44%
15,592,650
(Note 3)
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
3 KGI Investments Holdings
Limited
PT KGI Sekuritas Indonesia Note 1 11,771,912 96,837 96,837 32,279 - 0.82% 11,771,912
(Note 4)
No No No
4 KGI Futures (Singapore) Pte.
Ltd. (formerly KGI Ong
Capital Pte. Ltd.)
PT KGI Sekuritas Indonesia Note 1 834,334 96,837 96,837 - - 11.61% 834,334
(Note 5)
No No No
5 CDIB Management
Consulting Corporation
CDIB International Leasing Corp. Note 1 6,015,245 3,643,871 1,642,573 1,226,602 - 136.53% 6,015,245
(Note 6)
No No Yes

Note 1: The Group owns directly or indirectly over 50% ownership of the investee company.

Note 2: The limit of maximum guarantee provided by KGI Securities is based on “Corporate Endorsement, Guarantee Making Guideline”. For each company, the amount of guarantee should not exceed 10% of the guarantee provider’s net asset value. The total amount available for collaterals or guarantee should not exceed 40% of the guarantee provider’s net asset value.

Note 3: The limit of maximum guarantee provided by KGI International Holdings Limited is based on the “Corporate Endorsement, Guarantee Making Guideline”. For each and all company, the amount of guarantee provided should not exceed the guarantee provider’s net asset value.

Note 4: The limit of maximum guarantee provided by KGI Investments Holdings Limited is based on the “Corporate Endorsement, Guarantee Making Guideline”. For each and all company, the amount of guarantee provided should not exceed the guarantee provider’s net asset value.

Note 5: The limit of maximum guarantee provided by KGI Futures (Singapore) Pte. Ltd. (formerly KGI Ong Capital Pte. Ltd.) is based on the “Corporate Endorsement, Guarantee Making Guideline”. For each and all company, the amount of guarantee provided should not exceed the guarantee provider’s net asset value.

Note 6: CDIB Management Consulting Corporation: The total amount of guarantee provided should not exceed 5 times of the Company’s net asset value of the latest financial report.

Note 7: The above companies which are the subsidiaries of the Corporation were eliminated from the consolidated financial statements.

374

TABLE 3

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Marketable Securities Type and Issuer Relationship with
the Holding
Company
Financial Statement Account Decembe r 31, 2016 Note
Shares/Face
Value/Units
Carrying Value
(Note 2)
Percentage of
Ownership
Market Value or
Net Asset Value
(Note 3)
CDIB Capital Management Inc.
CDIB Private Equity (Hong Kong)
Corporation Limited
CPEC Huachuang Private Equity (Kunshan)
Co, Ltd.
CPEC Huachuang Private Management
(Kushan) Enterprise (Limited Partnership)
CPEC Huachuang Private Equity Management
(Fujian) Enterprise (Limited Partnership)
CDIB Venture Capital Corporation
Stocks
Tong Hsing Electronic Industries, Ltd.
Aten International Co., Ltd.
Powertech Industrial Co., Ltd.
Victory Circuit Co., Ltd.
Pili International Multimedia Co., Ltd.
Initio Corporation
Arcoa Communication Co., Ltd.
Beyond Innovation Technology Co., Ltd.
EVA Technologies Co., Ltd.
Luminous Town Electric Co., Ltd.
MCM Stamping Co., Ltd.
CDIB Private Equity (Hong Kong) Corporation Limited
CDIB CME Fund Ltd.
CDIB Biomedical Venture Capital Corporation
CDIB Innovation Advisors Corporation Limited
Stocks
CDIB Private Equity Management Corporation
CPEC Huachuang Private Equity (Kunshan) Co, Ltd.
CPEC Huachuang Private Management (Kushan) Enterprise (Limited
Partnership)
CPEC Huachung Private Equity Management (Fujian) Enterprise (Limited
Partnership)
Stocks
CPEC Huachuang Private Management (Kushan) Enterprise (Limited
Partnership)
Fund
CPEC Huachuang Private Equity (Kunshan) Enterprise (Limited Partnership)
Fund
CPEC Huachung Private Equity (Fujian) Enterprise (Limited Partnership)
Stocks
Aten International Co., Ltd.
Anpec Electronics Corporation
Macroblock, Inc.
Taihan Precision Technology Co., Ltd.
Dynamic Electronics Co., Ltd.
Formosa Advanced Technologies Co., Ltd.
Chicony Power Technology Co., Ltd.
Solartech Energy Corp.
Neo Solar Power Corp.
Lextar Electronics Corp.
Gallant Precision Machine Co., Ltd.
Shin Zu Shing Co., Ltd.
Sunfun Info Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
Subsidiary
Associate
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
-
-
-
-
-
-
-
-
-
-
-
-
-
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
660,000
65,660
199,229
101,240
300,000
93,285
783,000
235,474
744,058
1,442,883
70,000
51,900,000
1,500,000
1,750,000
1,200,000
-
-
-
-
-
-
-
2,283,567
3,709,011
250,000
3,455,158
3,285,131
100,000
3,228,366
5,215,328
4,555,307
2,608,065
1,247,499
613,462
810,000
$ 72,600
5,266
2,490
1,689
26,160
684
7,493
4,485
12,060
13,645
2,100
243,651
14,281
17,089
11,106
HK$ 41,054
HK$ 3,546
HK$ 7,649
RMB
6,793
RMB
6,879
RMB
6,954
RMB
7,143
183,142
121,285
17,825
30,060
28,843
2,355
161,418
77,351
67,102
34,426
26,197
50,672
23,004
0.41
0.05
0.18
0.14
0.67
0.52
0.58
0.70
1.44
2.16
0.22
100.00
1.00
1.00
60.00
100.00
27.08
56.00
65.00
58.33
-
-
1.91
3.62
0.75
5.51
1.17
0.02
0.86
1.41
0.44
0.46
0.76
0.34
5.71
$ 72,600
5,266
2,490
1,689
26,160
557
14,886
1,606
6,241
17,676
402
243,651
14,281
17,089
11,106
HK$ 41,054
HK$ 3,546
HK$ 7,649
RMB
6,793
RMB
6,879
RMB
6,954
RMB
7,143
183,142
121,285
17,825
30,060
28,843
2,355
161,418
77,351
67,102
34,426
26,197
50,672
23,004

(Continued)

375

Holding Company Marketable Securities Type and Issuer Relationship with
the Holding
Company
Financial Statement Account Decembe r 31, 2016 Note
Shares/Face
Value/Units
Carrying Value
(Note 2)
Percentage of
Ownership
Market Value or
Net Asset Value
(Note 3)
ASRock Inc.
Share Hope Medicine Co., Ltd.
Hotron Precision Electronic Industrial Co., Ltd.
Global Sweeteners Holdings Ltd.
Topoint Technology Co., Ltd.
Aces Connectors Co., Ltd.
China Communications Media Group Co., Ltd.
FocalTech Corporation, Ltd.
Sino-American Silicon Products Inc.
Enterex International Limited
Trea Xtal Technology Corp.
HIM International Music Inc.
Capital Securities Corporation
Andes Technologies Co., Ltd.
Newmax Technology Co., Ltd.
Victory Circuit Co., Ltd.
Strong LED Lighting Systems (Cayman) Co., Ltd.
Shane Global Holding Inc.
Dyaco Co., Ltd.
Interactive Digital Technologies Inc.
4Gamers Entertainment Inc.
Dee Van Enterprise Co., Ltd.
Yenyo Technology Co., Ltd.
Chain Yarn Co., Ltd.
Top Green Technologies Inc.
Biodenta Corporation
M2Communication, Inc.
Jochu Technology Co., Ltd.
STL Technology Co., Ltd.
Luxtaltek Corporation
Excelsior Medical Co., Ltd.
Hartec Asia Pte. Ltd.
GSD Technologies Co., Ltd.
Shengzhuang Holding Limited
Fukuta Co., Ltd.
DL-tek Co., Ltd.
Cvie Therapeutics Limited
Zentera Systems, Inc. - preferred stock
Greenvines Biotech Co., Ltd.
AMPAK Technology Inc.
Azotek Co., Ltd.
Pai Lung Machinery Mill Co., Ltd.
Beyond Innovation Technology Co., Ltd.
Greatland Electronics Taiwan Ltd.
CBA Sports International Ltd.
Chipsip Technology Co., Ltd.
Derbysoft Holdings Limited-preferred stock A
Derbysoft Holdings Limited-preferred stock B
Cvie Therapeutics Company Limited
Regal Holding Co., Ltd.
Handa Pharmaceuticals Inc. - preferred stock
Sum Max Tech. Limited
iCHEF Co., Ltd. - preferred stock
FUNP Co., Ltd. - preferred stock
Fiiser Inc. - preferred stock
Viscovery (Cayman) Holding Company Limited - preferred stock
CDIB Venture Capital (Hong Kong) Corporation Limited
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Subsidiary
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets at fair value through profit or loss
Investments accounted for using the equity method
424,462
223,663
1,167,000
6,400,000
2,513,383
2,850,421
1,110,000
495,352
2,594,562
1,751,000
4,250,961
1,116,960
884,887
958,296
743,847
202,480
1,281,000
1,715,700
5,575,500
2,881,000
24,000
1,408,659
500,000
843,653
1,111,111
1,299,999
6,477,527
3,725,007
7,002,053
124,474
33,000
2,800,000
5,841,702
610,590
1,400,000
3,772,331
846,351
1,324,503
136,363
1,208,650
824,500
1,500,000
630,518
1,920,000
514,821
428,928
28,000,000
4,643,469
560,000
2,200,000
2,850,000
2,340,000
11,167,513
400,000
878,029
304,878
650,000,000
$ 15,854
7,783
38,161
6,260
49,262
70,263
17,927
17,436
86,658
93,503
7,822
130,684
8,575
67,742
15,621
12,804
31,769
144,545
227,759
108,038
12,912
35,751
5,250
11,504
16,667
32,500
96,810
107,176
255,605
2,197
146,075
99,603
108,946
151,150
119,000
51,100
40,262
61,900
12,000
24,795
27,645
33,000
8,995
6,720
78,046
1,759
91,938
15,297
21,708
182,600
91,200
108,000
73,874
48,283
48,585
16,139
2,435,332
0.37
0.30
1.84
0.42
1.58
2.31
2.93
0.17
0.45
1.74
2.23
2.61
0.04
2.58
0.73
0.29
3.46
1.72
6.00
6.24
20.00
2.01
1.24
0.55
0.89
3.10
16.73
4.48
9.96
0.20
4.81
10.23
19.47
6.11
4.91
1.03
4.15
39.35
13.11
1.44
1.65
4.22
1.87
5.50
0.69
1.02
45.78
9.26
4.15
6.49
2.73
14.52
40.74
20.00
100.00
2.46
100.00
$ 15,854
7,783
38,161
6,260
49,262
70,263
17,927
17,436
86,658
93,503
7,822
130,684
8,575
67,742
15,621
12,804
31,769
144,545
227,759
108,038
12,912
27,469
4,986
5,568
5,505
13,000
103,640
52,485
66,529
522
188,158
56,724
177,703
155,666
133,731
47,994
71,940
75,852
17,700
15,833
10,136
35,169
4,301
30,544
16,422
756
276,455
45,847
39,337
268,400
299,250
226,980
78,786
58,093
40,503
16,139
2,435,332
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Continued)

376

Holding Company Marketable Securities Type and Issuer Relationship with
the Holding
Company
Financial Statement Account Decembe r 31, 2016 Note
Shares/Face
Value/Units
Carrying Value
(Note 2)
Percentage of
Ownership
Market Value or
Net Asset Value
(Note 3)
CDIB Venture Capital (Hong Kong)
Corporation Limited
CPEC Huakai Private Equity (Fujian)
Co., Ltd.
CDIB Capital Investment I Limited
Subicvest, Inc.
CDIB Capital Investment II Limited
Option
CBA Sports International Limited
Convertible (exchangeable) corporate bond
Capital Excel Investment Limited
Stocks
CPEC Huakai Private Equity (Fujian) Co., Ltd.
Fund
CPEC Huachuang Private Equity (Fujian) Enterprise (Limited Partnership)
CPEC Huachuang Private Equity (Kunshan) Enterprise (Limited Partnership)
Stocks
CPEC Huachuang Private Equity Management (Fujian) Enterprise (Limited
Partnership)
Stocks
Subicvest Inc.
Da Chan Food (Asia) Ltd.
Global Sweeteners Holdings Ltd.
CCAP Best Logistics Holdings Limited
BP SCI, LLC
BP SCI, LLC - preferred stock
Great Team Backend Foundry Inc. - preferred stock
Touch Media International Holdings - preferred stock - B
Rock Mobile (Cayman) Co. - preferred stock - C
Chewy, Inc.
Fund
CDIB Capital Asia Partners L.P.
Carlyle Asia Partners II, L.P.
Ripley Cable Holdings I, L.P.
MSD Sports Partners, L.P.
Option
Garden Fresh (HK) Fruit & Vegetable Beverage Co., Ltd.
Mestay Cayman Islands Limited
Convertible (exchangeable) corporate bond
Garden Fresh (HK) Fruit & Vegetable Beverage Co., Ltd.
Mestay Cayman Islands Limited
Corporate bond
Garden Fresh (HK) Fruit & Vegetable Beverage Co., Ltd.
Stocks
SPEC Protertices, Inc.
Stocks
Neo-neon Holdings Ltd.
Great Rich Technologies Limited
Indostar Capital
Indostar Everstone - preferred stock
CBA Sports International Ltd.
Option
CBA Sports International Ltd.
-
-
Subsidiary
Associate
Associate
Subsidiary
Subsidiary
-
-
-
-
-
-
-
-
-
Associate
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets measured at cost
Financial assets at fair value through profit or loss
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Available-for-sale financial assets
Available-for-sale financial assets
Available-for-sale financial assets
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Investments accounted for using the equity method
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets at fair value through profit or loss
Debt instruments with no active markets
Debt instruments with no active markets
Debt instruments with no active markets
Financial assets measured at cost
Available-for-sale financial assets
Available-for-sale financial assets
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
-
-
-
-
-
-
200,000
48,210,000
24,298,000
1,000
30,000
12,000
1,636,800
8,097,973
840,336
12,368
-
-
-
-
-
-
-
-
-
242,683
14,000,000
1,660,000
992,674
992,332
508,929
-
$ 142,819
158,126
HK$ 17,262
HK$ 272,045
HK$ 226,654
RMB
2,460
US$ 80
US$ 4,538
US$ 736
US$ 4,661
US$ 3,000
US$ 12,000
US$ 818
US$ 906
US$ 1,000
US$ 11,699
US$ 65,356
US$ 4,231
US$ 540
US$ 8,060
US$ 1,785
US$ 304
US$ 4,368
US$ 4,696
US$ 6,398
PHP
2,590
US$ 2,058
US$ 6,218
US$ 9,927
US$ 9,923
US$ 2,733
US$ 4,867
-
-
70.00
-
-
20.00
100.00
4.74
1.59
11.11
18.61
18.61
1.91
60.44
3.26
2.17
-
-
-
-
-
-
-
3.44
0.72
2.46
4.53
9.37
0.89
-
$ 159,079
76,638
HK$ 17,262
HK$ 272,045
HK$ 226,654
RMB
2,460
US$ 80
US$ 4,538
US$ 736
US$ 4,661
US$ 4,144
US$ 16,575
US$ 1,062
US$ 23
US$ 530
US$ 11,699
US$ 65,356
US$ 1,284
US$ 9,886
US$ 8,060
US$ 12,849
US$ 304
US$ 4,023
US$ 4,696
US$ 6,513
PHP
2,590
US$ 2,058
US$ 6,218
US$ 19,423
US$ 19,324
US$ 503
US$ 2,347
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Continued)

377

Holding Company Marketable Securities Type and Issuer Relationship with
the Holding
Company
Financial Statement Account December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 Note
Shares/Face
Value/Units
Carrying Value
(Note 2)
Percentage of
Ownership
Market Value or
Net Asset Value
(Note 3)
CDIB Global Markets Limited
CDIB Capital International Corporation
China Development Asset Management Corp.
CDIB Management Consulting Corp.
CDC Finance & Leasing Corp.
Fund
Miare Asset Partners Private Equity Fund VII
Stocks
Light Sciences Oncology, Inc.
Sonics, Inc. - preferred stock-B
Microfabrica, Inc. - Preferred Series B
Microfabrica, Inc. - Preferred Series AC
Optoplex Corporation - preferred stock-A
Optoplex Corporation - preferred stock-B
Optoplex Corporation - common stock
GoPro Inc.
Flemingo International (BVI) Ltd. - preferred stock
Fund
Tenaya Capital V, L.P.
THL Equity Fund VI Investors (Ceridian), L.P.
Platinum Equity Capital Partners II, L.P.
THL Equity Fund VI Investors (Clear Channel), L.P.
Platinum Equity Capital Partners III, L.P.
Tenaya Capital VI, L.P.
GS TDN Investors Offshore, L.P.
CX Partners Fund Alpha Limited
Carlyle Asia Partners III, L.P.
Riverwood Capital Partners, L.P.
ECP II (Cayman) Ltd. A
Sino-Century China Private Equity II L.P.
KKR Asian Fund II L.P.
Carlyle Giovanna Partners, L.P.
Industry Ventures Fund VI, L.P.
Formation8 Partners Fund I, L.P.
Carlyle Asia Partners IV, L.P.
Blue Point Capital Partners III, L.P.
Riverwood Capital Partners II, L.P.
Huaxing Capital Partners II, L.P.
THL Equity Fund VI Investors (Ceridian), L.P.
Stocks
CDIB Capital International (Hong Kong) Corporation Limited
CDIB Capital International (Korea) Corporation
CDIB Capital International (USA) Corporation
CDIB Capital Asia Partners Limited
Stocks
Development Industrial Bank Asset Management Corp.
Chung Hwa Growth 3 Asset Management Corp.
Chung Hwa Growth 4 Asset Management Corp.
Pine Street Asset Management Corp.
Waterland Securities Co., Ltd.
Stocks
CDC Finance & Leasing Corp.
CDIB International Leasing Corp.
Stocks
Hwahong Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
-
-
Subsidiary
Subsidiary
Associate
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Available-for-sale financial assets
Debt instruments with no active markets
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
Financial assets measured at cost
Financial assets measured at cost
Investments accounted for using the equity method
Investments accounted for using the equity method
Investments accounted for using the equity method
250,000
114,359
13,091
7,749
7,956
20,602
55
51,878
834
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,400,000
1,848,000
8,000,000
-
2,000,000
226,000,000
19,000,000
3,886,190
9,748,769
58,328,460
-
23,750
US$ 4,232
US$ 6
US$ 333
US$ 27
US$ 13
US$ 23
US$ 31
US$ -
US$ 452
US$ 19,980
US$ 5,460
US$ 3,523
US$ 7,475
US$ 12,476
US$ 7,002
US$ 6,143
US$ 21,000
US$ 8,351
US$ 6,620
US$ 6,954
US$ 6,727
US$ 520
US$ 4,235
US$ 14,773
US$ 4,067
US$ 2,383
US$ 11,408
US$ 4,077
US$ 5,924
US$ 3,688
US$ 5,006
US$ 6,151
US$ 5,364
US$ 1,581
US$ (45)
112,598
2,530,059
198,529
46,031
8,672
619,862
426,521
736
-
0.28
14.74
0.12
0.48
0.42
0.75
-
0.04
39.94
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
12.25
1.07
76.04
100.00
19.00
US$ 6,535
US$ 42
US$ 446
US$ 22
US$ 13
US$ 4
US$ 10
US$ -
US$ 452
US$ 33,590
US$ 4,611
US$ 3,265
US$ 6,807
US$ 3,119
US$ 7,811
US$ 6,006
US$ 11,197
US$ 10,580
US$ 7,920
US$ 7,870
US$ 8,480
US$ 384
US$ 6,246
US$ 63,121
US$ 4,559
US$ 6,149
US$ 11,716
US$ 4,557
US$ 5,421
US$ 3,783
US$ 7,950
US$ 6,151
US$ 5,364
US$ 1,581
US$ (45)
112,598
2,530,059
198,529
46,093
106,551
619,862
426,521
736
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)

(Continued)

378

Holding Company Marketable Securities Type and Issuer Relationship with
the Holding
Company
Financial Statement Account December 31, 2016 December 31, 2016 December 31, 2016 December 31, 2016 Note
Shares/Face
Value/Units
Carrying Value
(Note 2)
Percentage of
Ownership
Market Value or
Net Asset Value
(Note 3)
Global Securities Finance Corporation Stocks
Chunghwa Telecom Co., Ltd.
Fubon Financial Holding Co., Ltd. - preferred stock
Taiwan Mobile Co., Ltd.
Honpang Venture Capital Corp.
Operating securities
KGI Economic Moat TWD
KGI Silver Age TWD
Bank debentures
Bank SinoPac Third Subordinated Bank Debentures issued in 2011
E.SUN Bank 1st Subordinate Financial Debentures-A issue in 2014
Sunny Bank Second Subordinated Bank Debentures issued in 2015
Hwatai Commercial Bank 2nd Subordinate Financial Debentures issue in
2015
Bond
A05113
-
-
-
-
The fund manage by
KGI Securities
Investment Trust
Co., Ltd.
The fund manage by
KGI Securities
Investment Trust
Co., Ltd.
-
-
-
-
-
Available-for-sale financial assets- noncurrent
Available-for-sale financial assets- noncurrent
Available-for-sale financial assets- noncurrent
Financial assets measured at cost- noncurrent
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Other financial assets
Other financial assets
Held-to-maturity financial assets
Held-to-maturity financial assets
Other financial assets
950,000
500,000
150,000
751,000
180,000
3,000,000
150,000,000
50,000,000
200,000,000
100,000,000
100,000,000
$ 96,425
30,950
15,600
415
2,029
29,580
151,157
50,000
200,000
100,000
99,426
-
-
-
6.25
-
-
-
-
-
-
-
$ 96,425
30,950
15,600
1,483
2,029
29,580
151,096
50,190
199,993
99,999
98,559

Note 1: The Corporation and subsidiaries recognized the related income or loss of investees as required by regulations. For decline in value that was other than temporary, investment loss was recognized.

Note 2: The amounts were net of allowance for losses.

Note 3: Market prices of listed and OTC stocks were calculated at the closing prices of December 31, 2016. The net assets values of unlisted stocks, on which the Bank recognized its investment incomes in the current year, were calculated on the basis of audited financial statements of the same period of the holding company or the net assets values of the investees, market values of emerging stocks, the cost of acquiring an investee’s newly issued shares or book value of the investees. However, the net asset values of investees do not represent the value of unlisted stocks on the balance sheet date.

Note 4: The market value or net worth of preferred stock is equal to the ratio of preferred shares held to the number of preferred shares outstanding multiplied by the total market value or total net worth of all of investee’s common and preferred shares.

Note 5: No securities were treated as collaterals or warrants.

Note 6: The above companies which are the subsidiaries of the Corporation were eliminated from the consolidated financial statements.

(Concluded)

379

TABLE 4

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 10% OF THE PAID-IN CAPITAL (THE BANK’S SUBSIDIARIES AMOUNTING TO NT$300 MILLION OR 10% OF THE PAID-IN CAPITAL) FOR THE YEAR ENDED DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Marketable Securities Type and Name Financial Statement Account Counter-party Nature of
Relationship
Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Disposal Disposal Ending Balance Ending Balance
Shares/Face
Value/Units
Amount Shares/Face
Value/Units
Amount Shares/Face
Value/Units
Amount Carrying Value Gain (Loss)
on Disposal
Shares/Face
Value/Units
Amount
The Company
CDIB Capital Group
China Development Asset
Management Corp.
CDIB Venture Capital Corporation
CDIB Venture Capital (Hong Kong)
Corporation Limited
CDIB Capital Investment I Limited
CDIB Capital Investment II Limited
Stock
KGI Securities
Stock
CDIB Venture Capital Corporation
China Development Asset Management
Corp.
CDIB Capital Management Corporation
Transcend Information Inc.
JHL Biotech, Inc.
Stock
Development Industrial Bank Asset
Management Corp.
Chung Hwa Growth 3 Asset Management
Corp.
Stock
CDIB Venture Capital (Hong Kong)
Corporation Limited
Fund
CPEC Huachuang Private Equity
(Fujian) Enterprise (Limited
Partnership)
CPEC Huachuang Private Equity
(Kunshan) Enterprise (Limited
Partnership)
Fund
Calera XV, LLC
CDIB Capital Asia Partner Fund
Stock
B&M Holdings, Inc.
Chewy, Inc.
Bond
Mirae Asset PEF VII - Fund
Sungjoo Design Tech & Distribution Inc.
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Available-for-sale financial assets
Financial assets measured at cost
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Investment accounted for using the
equity method
Financial assets measured at cost
Investment accounted for using the
equity method
Financial assets measured at cost
Financial assets measured at cost
Financial assets measured at cost
Debt instruments with no active
markets/financial assets
measured at cost
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,798,812,320
822,790,915
400,000,000
73,093,889
5,314,287
23,915,844
120,000,000
300,000,000
420,000,000
-
-
-
-
199,999
-
-
3,334
$ 56,955,321
7,754,037
4,509,009
989,009
274,322
413,228

1,389,860

3,347,955
1,582,533
HK$ 152,034
HK$ 136,235
US$ 15,173
US$ 39,745
US$ 8,828
-
US$ 19,971
US$ 13,379

-
100,000,000

-

-

-

-

-

-
230,000,000

-

-

-

-

-

12,368

-

-
$ -
1,110,658
(Note 2)
-
-
-
-
-
-
852,799
(Note 8)
HK$ 120,011
(Note 9)
HK$ 90,419
(Note 10)
US$ 84
US$ 25,611
(Note 11)
-
US$ 11,699
-
-
300,000,000
-
200,000,000
40,000,000
4,860,287
11,021,000
118,000,000
74,000,000
-
-
-
-
-
199,999
-
-
3,334
$ -
-
-
-
447,557
765,397
-

-

-
-
-
-
US$ 23,262
-
US$ 10,000
-
US$ 15,739
US$ 20,431
(Note 12)
$ 1,386,543
(Note 1)
-
2,112,054
(Note 3)
387,081
(Note 4)
250,887
190,425
1,277,262
(Note 6)
817,896
(Note 7)
-
-
-
US$ 15,257
-
US$ 8,828
-
US$ 15,739
US$ 13,379
$ -
-
-
-
196,670
574,972
-
-
-
-
-
US$ 8,005
-
US$ 1,172
-
-
US$ 7,052
3,498,812,320
922,790,915
200,000,000
33,093,889
454,000
12,894,844
2,000,000
226,000,000
650,000,000
-
-
-
-
-
12,368
-
-
$ 55,568,778

8,864,695

2,396,955

601,928

23,435
(Note 5)

222,803

112,598

2,530,059

2,435,332
HK$ 272,045
HK$ 226,654
-
US$ 65,356

-
US$ 11,699
US$ 4,232

-

Note 1: Consists of reduction of the Corporation capital of $3,000,000 thousand, cash dividends of $1,626,449 thousand, exchange loss on translating foreign operations of $352,564 thousand, investment gain $1,932,930 thousand, unrealized gain on available-for-sale financial assets of $1,542,006 thousand, additional paid-in capital increase $4,399 thousand and other adjustment $113,135 thousand.

Note 2: Consists of $1,000,000 thousand from new issue, cash dividends of $40,676 thousand, exchange loss on translating foreign operations of $180,880 thousand, investment gain $145,723 thousand and unrealized gain on available-for-sale financial assets of $186,491 thousand.

Note 3: Consists of reduction of the Corporation’s capital of $2,000,000 thousand, cash dividends of $196,937 thousand, actuarial gain on defined benefit plans of $1,276 thousand, investment gain $83,569 thousand and additional paid-in capital increase $38 thousand.

(Continued)

380

Note 4: Consists of reduction of the Corporation’s capital of $400,000 thousand, cash dividends of $74,689 thousand, actuarial gain on defined benefit plans of $621 thousand, investment gain $57,648 thousand, exchange loss on translating foreign operations of $19,978 thousand, unrealized gain on available-for-sale financial assets of $24,981 thousand and additional paid-in capital increase $24,336 thousand.

Note 5: Cost of the initial investment.

Note 6: Consists of reduction of the Corporation’s capital of $1,180,000 thousand, cash dividends of $11,409 thousand, cash dividends granted by legal reserve of $90,000 thousand and investment gain $4,147 thousand.

Note 7: Consists of reduction of the Corporation’s capital of $740,000 thousand, cash dividends of $167,713 thousand and investment gain $89,817 thousand.

Note 8: Consists of $972,000 thousand from new issue, exchange loss on translating foreign operations of $180,880 thousand and investment gain $61,679 thousand.

Note 9: Consists of HK$122,451 thousand from new issue, exchange loss on translating foreign operations of HK$17,826 thousand and investment gain HK$15,386 thousand.

Note 10: Consists of HK$102,560 thousand from new issue, exchange loss on translating foreign operations of HK$12,768 thousand and investment gain HK$627 thousand.

Note 11: Consists of US$29,983 thousand from new issue, and investment loss US$4,372 thousand.

Note 12: The total amount of the transaction in this case was KRW26.5 billion - KRW31.3 billion and the amount for which issuer appealed was KRW23 billion recognized temporarily as the gain on disposal of investment. The income will be adjusted by court’s final judgment.

Note 13: The above companies which are the subsidiaries of the Corporation were eliminated from the consolidated financial statements.

(Concluded)

381

TABLE 5

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO NT$300 MILLION OR 10% OF THE PAID-IN CAPITAL DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts Received
**inSubsequent Year **
Allowance for
Bad Debts
Amount Action Taken
CDIB Capital Group
The Corporation
The Corporation
CDIB Capital Group
KGI Bank
Parent company
Subsidiary
Subsidiary
$ 461,986
386,864
379,060
-
-
-
$ -
-
-
-
-
-
$ -
-
-
$ -
-
-

Note: The above companies which are the subsidiaries of the Corporation were eliminated from the consolidated financial statements.

382

TABLE 6

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTED ENTERPRISES DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars)

Investor Company Investee Company (Note 1) Location Main Business Percentage of
Ownership, End
of Period

Carrying Value,
End of Period
(Note 3)
Investment
Gain (Loss)
Consolidated Inv Consolidated Inv estment (Note 1) estment (Note 1) Note
Present Shares Virtual Shares
(Note 2)
Total
Shares Percentage of
Ownership
The Corporation CDIB Capital Group
KGI Securities
KGI Bank
Taiwan
Taiwan
Taiwan
Industrial bank
Financial service
Commercial bank
100.00
100.00
100.00
$ 69,863,440
55,568,778
60,959,517
$ 1,459,611
1,932,930
3,393,777
2,060,399,410
3,498,812,320
4,606,162,291
-
-
-
2,060,399,410
3,498,812,320
4,606,162,291
100.00
100.00
100.00

Note 1: All present shares and virtual shares of investee company held by the Company, directors, supervisors, the Corporation's managers and affiliates should be included.

Note 2: a. The virtual shares are those shares obtained through a transfer, on the assumption of share transfer, from equity securities purchased or derivative instrument contracts signed and linked to investee company’s equity based on agreed transaction terms and undertaking intention, and for the purpose of investing in company under the provisions of Article 36, Item 2 and Article 37 of the Company Act.

  • b. The equity securities mentioned above are specified as those securities under the provision of Article 11, Item 1 of the bylaws to the ROC Securities and Exchange Act, for example, convertible bond and warrant.

c. The derivative instrument contracts mentioned above are specified as those derivative instruments defined by the IAS 39, for example, stock option.

Note 3: The above companies which are the subsidiaries of the Corporation were eliminated from the consolidated financial statements.

383

TABLE 7

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

SOLD NONPERFORMING LOANS FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars)

  1. Summary of sold nonperforming loans
Transaction Date Counter Party Type of Loans Carrying Value (Note 1) Selling Price Disposal Gain (Loss)
(Note 2)
Other Condition Relationship of
Counter-party with
the Subsidiaries
2016.02.19
2016.02.19
2016.02.19
2016.03.14
2016.03.14
2016.04.27
2016.07.14
2016.08.16
2016.08.23
A
B
C
D
E
F
G
H
I
Unsecured loans
Unsecured loans
Real estate mortgages
Real estate mortgages
Real estate mortgages
Real estate mortgages
Real estate mortgages
Real estate mortgages
Real estate mortgages
$ 1,601
864
3,071
1,479
-
9,080
-
2,512
39
$ 10,500
1,500
3,684
2,100
300
13,500
10,000
2,750
7,000
$ 8,899
636
613
621
300
4,420
10,000
238
6,961
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: Carrying value = Original amount - Allowance for bad debts

Note 2: Disposal gain (loss) is including the gain on reversal of allowance for bad debts.

  1. Sale of nonperforming loans exceeding NT$1 billion (excluding related-party transactions): For the Group: None.

384

TABLE 8

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016

Consolidated entities

Investor Company Subsidiaries Main Business and Products Percentage of Ownership Percentage of Ownership Note
December 31,
2016
December 31,
2015
The Corporation
CDIB Capital Group
China Development Asset Management Corp.
CDIB Capital International Corporation
CDIB Venture Capital Corporation
CDIB Venture Capital (Hong Kong)
Corporation Limited
CDIB Capital Group
KGI Securities
KGI Bank
CDIB Capital Management Corporation
CDIB Venture Capital Corporation
China Development Asset Management Corp.
CDIB Global Markets I Limited
CDIB Global Markets Limited (formerly named CDIB
Global Markets II Limited)
CDIB Global Markets III Limited
CDIB Capital Investment I Limited
CDIB Capital Investment II Limited
CDIB Capital International Corporation
Development Industrial Bank Asset Management Corp.
Chung Hwa Growth 3 Asset Management Corp.
Chung Hwa Growth 4 Asset Management Corp.
CDIB Capital International (Hong Kong) Corporation
Limited
CDIB Capital International (USA) Corporation
CDIB Capital International (Korea) Corporation
CDIB Capital Asia Partners Limited
CDIB Venture Capital (Hong Kong) Corporation Limited
CDIB Private Equity Management Corporation
CPEC Huakai Private Equity (Fujian) Co., Ltd.
CPEC Huachuang Private Equity Management (Fujian)
Enterprise (Limited Partnership)
Industrial bank
Financial service
Commercial bank
Management company of venture fund
Venture fund
Trading and management of nonperforming loans of
financial institutions
Venture fund
Venture fund
Venture fund
Venture fund
Venture fund
Management company of venture fund
Trading and management of nonperforming loans of
financial institutions
Trading and management of nonperforming loans of
financial institutions
Trading and management of nonperforming loans of
financial institutions
Management company of venture fund
Management company of venture fund
Management company of venture fund
Management of private equity fund
Venture fund
Management and consulting
Management and consulting
Management and consulting
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
70.00
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
70.00
56.00
(Note 1)

(Continued)

385

Investor Company Subsidiaries Main Business and Products Percentage of Ownership Percentage of Ownership Note
December 31,
2016
December 31,
2015
CPEC Huakai Private Equity (Fujian) Co., Ltd.
CDIB Capital Management Corporation
CDIB Private Equity (Hong Kong) Corporation
Limited
CDIB Private Equity Management Corporation
CPEC Huachuang Private Equity (Kunshan) Co,
Ltd.
KGI Securities
KGI Futures Co., Ltd.
KGI Information Technology Co., Ltd.
Richpoint Company Limited
KG Investments Holdings Limited
KGI International Holdings Limited
ANEW Holdings Limited
KGI Limited
CPEC Huachuang Private Equity Management (Fujian)
Enterprise (Limited Partnership)
CDIB Private Equity (Hong Kong) Corporation Limited
CDIB Innovative Advisors Corporation Limited
CPEC Huachuang Private Equity Management (Kunshan)
Enterprise (Limited Partnership)
CDIB Private Equity Management Corporation
CPEC Huachuang Private Equity Management (Fujian)
Enterprise (Limited Partnership)
CPEC Huachuang Private Equity (Kunshan) Co, Ltd.
CPEC Huachuang Private Equity Management (Kunshan)
Enterprise (Limited Partnership)
Richpoint Company Limited
KGI Securities Investment Advisory Co., Ltd.
KGI Insurance Brokers Co., Ltd.
KGI Venture Capital Co., Ltd.
KGI Securities Investment Trust Co., Ltd.
KGI Futures Co., Ltd.
Global Securities Finance Corporation
KGI Information Technology Co., Ltd.
KGI Information Technology (Shanghai) Co., Ltd.
KG Investments Holdings Limited
KGI Investment Advisory (Shanghai) Co., Ltd.
KGI International Holdings Limited
ANEW Holdings Limited
KG Investments Asset Management (International) Limited
KGI Limited
Supersonic Services Inc.
KGI International Limited
Bauhinia 88 Ltd.
KGI Capital (Hong Kong) Limited
KGI Securities (Hong Kong) Limited
KGI Futures (Hong Kong) Limited
Global Treasure Investments Limited
KGI Investments Management Limited
Management and consulting
Management and consulting
Management and consulting
Management and consulting
Management and consulting
Management and consulting
Management and consulting
Management and consulting
Investment holdings
Security investment consulting
Life/property insurance brokers
Venture capital
Nominee services, discretionary investment services
Futures investment services
Stock loans and financing purchase of securities
Management and consulting software services, data
processing digital information supply services
Information service
Investment holdings
Investment and consulting service
Investment holdings
Investment holdings
Investment services
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Securities investment
Securities investment
Futures and options investment and settlement services
Investment services
Insurance brokerage
20.00
100.00
60.00
4.33
100.00
56.00
65.00
93.34
100.00
100.00
100.00
100.00
99.99
99.61
21.99
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
20.00
100.00
60.00
4.53
-
-
-
93.02
100.00
100.00
100.00
100.00
99.99
99.61
21.99
100.00
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
(Note 2)
(Note 3)

(Continued)

386

Investor Company Subsidiaries Main Business and Products Percentage of Ownership Percentage of Ownership Note
December 31,
2016
December 31,
2015
Supersonic Services Inc.
KGI International Limited
KGI Capital Asia Limited
Grand Cathay Securities (Hong Kong)
Limited
KGI Asia (Holdings) Pte. Ltd.
KGI Bank
CDIB Management Consulting Corporation
KGI International Finance Limited
KGI Hong Kong Limited
KGI Asia Limited
KGI Capital Asia Limited
Grand Cathay Securities (Hong Kong) Limited
KGI Asset Management Limited
TG Holborn (HK) Limited
KGI Wealth Management Limited
KGI Nominees (Hong Kong) Limited
KGI Korea Limited
KGI Asia (Holdings) Pte. Ltd.
KGI Capital (Singapore) Pte. Ltd.
KGI Alliance Corporation
KGI International (Hong Kong) Limited
KGI Finance Limited
PT KGI Sekuritas Indonesia
Grand Cathay Capital (Hong Kong) Limited
KGI Futures (Singapore) Pte. Ltd. (formerly KGI Ong
Capital Pte. Ltd.)
KGI Securities (Singapore) Pte. Ltd. (formerly KGI Fraser
Securities Pte. Ltd.)
Cosmos Insurance Brokers Co., Ltd.
CDIB Management Consulting Corporation
CDC Finance & Leasing Corp.
CDIB International Leasing Corp.
Investment and financing services
Management services
Securities investment
Securities investment
Securities investment
Asset Management
Insurance brokerage
Securities investment
Trust agent
Investment holdings
Investment holdings
Futures investment services
Investment services
Derivative product services
Investment and financing services
Securities investment
Investment services
Futures investment and foreign - currency services
Securities investment
Life and property insurance Brokers
Management and consulting
Leasing
Leasing
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.00
100.00
100.00
100.00
-
100.00
76.04
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
100.00
76.04
100.00
(Note 4)
(Note 5)

Note 1: CDIB Capital Asia Partners Limited conducted registration of establishment on March 21, 2014, however, CDIB Capital International Corporation had not invested any capital as of December 31, 2016.

  • Note 2: KGI Securities jointly held 21.99% of the shares of Global Securities Finance Corporation (GSFC) and obtained more than half of the seats in the board of director, therefore, GSFC should be included in the consolidated financial statements.

Note 3: KGI Information Technology (Shanghai) Co., Ltd. conducted registration of establishment on May 30, 2016, however, KGI Information Technology Co., Ltd. had not invested any capital as of December 31, 2016.

Note 4: KGI Capital (Singapore) Pte. Ltd. has been suspended operations.

Note 5: KTI Capital Asia Limited invested by KGI Securities, Acquired PT KGI Securities Indonesia, which was approved by authorities of Taiwan and Indonesia and completed the acquisition on August 31, 2016. PT KGI Securities Indonesia was renamed PT KGI Sekuritas Indonesia, which was approved by No. Financial-Supervisory-Securities-Firms-1050005075 on February 25, 2016, and has been incorporated into the consolidated financial statements of the Company since 2016.

(Continued)

387

Unconsolidated subsidiaries

Investor Company Subsidiaries Main Business and Products Percentage of Ownership Percentage of Ownership Note
December 31,
2016
December 31,
2015
CDIB Capital Group
CDIB Capital Investment I Limited
KGI Securities
CDIB Biotech USA Investment Co., Ltd.
Subicvest Inc.
Grand Cathay Holding Limited
Venture fund
Leasing
Holding company
50.00
100.00
-
50.00
100.00
-
As of December 31, 2016, CDIB Capital
Group’s investment in CDIB Biotech
USA Investment Co., Ltd. of CDIB
Capital Group had amounted to $0
thousand; CDIB Biotech USA
Investment Co., Ltd. was approbated
to liquidate by the Board of Director
on April 20, 2008, therefore, CDIB
Biotech USA Investment Co., Ltd. was
not included in the consolidated
financial statement.
As of December 31, 2016, CDIB Capital
Investment I Limited’s investment in
Subicvest Inc. of CDIB Capital
Investment I Limited had amounted to
US$80 thousand; Subicvest Inc. was
approbated to liquidate by the Board of
Director on May 24, 2016, therefore,
Subicvest was not included in the
consolidated financial statement.
Grand Cathay Holding Limited was
approbated to liquidate by the board of
directors on December 27, 2013,
therefore, Grand Cathy Holding
Limited was not included in the
consolidated financial statement.

(Concluded)

388

TABLE 9

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

DECLARATION OF SUBSIDIARIES’ CREDITS, ENDORSEMENTS OR OTHER TRANSACTIONS WITH THE SAME PERSON, RELATED PARTY OR AFFILIATE DECEMBER 31, 2016 (In Millions of New Taiwan Dollars; %)

The Corporation

Counter-party Total Amounts
of Credits,
Endorsements
and Other
Transactions
Ratio to Net
Asset Value of
the Corporation
(%)
1. The same customer
Ministry of Finance, R.O.C.
KG Investment Holdings Limited
United States of America
Taipower Corporation
Bank of America Corp.
CHAILEASE
CDIB & Partners Investment Holding Corporation
Mizuho Bank, Ltd.
China Life Insurance Company Limited
Citi Group Inc.
JP Morgan Chase & Co
Bank of Jiangsu Co., Ltd.
Sumitomo Mitsui Banking Corporation
Qisda Corporation
$ 111,656
12,208
9,660
8,251
6,740
5,652
4,994
4,891
4,644
4,440
4,027
3,236
3,191
3,051
68.30
7.47
5.91
5.05
4.12
3.46
3.05
2.99
2.84
2.72
2.46
1.98
1.95
1.87
Total $186,641 114.16
2. The same group
Far Eastern Group
BenQ Group
Foxconn Technology Group
Qsan Technology Group
Evergreen Group
YFY Group
JuTeng Group
$ 9,803
6,802
4,969
4,182
4,038
3,424
3,228
6.00
4.16
3.04
2.56
2.47
2.09
1.97
Total $ 36,446 22.29

389

TABLE 10

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED BALANCE SHEETS AND STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

The Corporation

1. Balance sheets

(In Thousands of New Taiwan Dollars)

Assets
Cash and cash equivalents
Available-for-sale financial assets
Receivables, net
Current tax assets
Investments accounted for using the equity method, net
Other financial assets
Property and equipment, net
Other assets, net
Total
Liabilities and Equity
Commercial paper payable
Payables
Current tax liabilities
Bonds payable
Other borrowings
Provisions
Other liabilities
Total liabilities
Equity
Capital
Common stock
Advance receipts for capital stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other
Exchange differences on translation of foreign financial statements
Unrealized losses on available-for-sale financial assets
Others
Treasury shares
Total equity
Total
December 31 December 31










2016
$ 1,357,441

1,199,734
115
1,436,182
186,391,735

300
9,906

541,742

$ 190,937,155

$ 3,999,774

554,345
857,328
18,000,000
3,999,892
37,290

409


27,449,038

149,744,203

10
1,104,521
5,014,298
3,228,296
8,556,188
494,377
(2,255,818)
(21,211)

(2,376,747)

163,488,117

$ 190,937,155
2015
$ 2,665,707
1,226,972
139
1,438,314
186,684,329
300
10,094

540,719
$ 192,566,574
$ 5,099,745
649,830
1,021,390
18,000,000
2,599,847
31,627

309

27,402,748
151,124,071
1,370
654,803
4,161,475
765,041
13,580,644
1,741,670
(4,456,314)
(32,187)

(2,376,747)
165,163,826
$ 192,566,574
(Continued)

390

2. Statements of comprehensive income

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUES
Share of profit of subsidiaries, associates and joint ventures
Others
Total revenues
EXPENSES AND LOSSES
Operating expenses
Others
Total expenses and losses
NET PROFIT BEFORE INCOME TAX
INCOME TAX BENEFIT (EXPENSE)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss,
net of income tax
Remeasurement of defined benefit plan
Share of the other comprehensive income (loss) of subsidiaries,
associates and joint ventures
Income tax relating to the items that will not be reclassified
subsequently to profit or loss
Items that will be reclassified subsequently to profit or loss, net of
income tax
Unrealized loss on available-for-sale financial assets
Unrealized gain on cash flow hedges
Share of other comprehensive income (loss) of subsidiaries,
associates and joint ventures
Income tax relating to the items that may be reclassified
subsequently to profit or loss
Other comprehensive income (loss) for the year, net of
income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
BASIC EARNINGS PER SHARE
DILUTED EARNINGS PER SHARE
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31









2016
$ 6,787,470


68,441

6,855,911

(807,444)

(304,713)

(1,112,157)

5,743,754
179,327


5,923,081

(3,323)
(146,266)
9,506
(27,239)
-
984,232
(3,790)

813,120

$ 6,736,201

$0.40
$0.40
2015
$ 9,590,588

79,871

9,670,459

(790,869)

(345,682)
(1,136,551)
8,533,908

(5,677)

8,528,231

(5,241)

(454,637)
64,960

(66,858)
20,659
(2,670,380)

(855)
(3,112,352)
$ 5,415,879
$0.58
$0.57
(Continued)

391

3. Statements of changes in equity

==> picture [761 x 345] intentionally omitted <==

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

(In Thousands of New Taiwan Dollars, Except Per Share Amount)
Other Equity
Exchange
Capital Differences on Unrealized
Advance Retained Earnings Translating Gains (Losses) on Unrealized
Receipts for Unappropriated Foreign Financial Available-for-sale Gains (Losses) on
Common Stock Capital Stock Capital Surplus Legal Reserve Special Reserve Earnings Statements Financial Assets Cash Flow Hedges Others Treasury Shares Total Equity
BALANCE AT JANUARY 1, 2015 $ 153,438,493 $ 5,969 $ 590,923 $ 3,077,853 $ 1,123,858 $ 15,275,884 $ 201,379 $ (177,929 ) $ (20,659 ) $ (26,956 ) $ (3,298,709 ) $ 170,190,106
Appropriation of 2014 earnings
Legal reserve - - - 1,083,622 - (1,083,622 ) - - - - - -
Cash dividends - NT$0.6 per share - - - - - (9,098,673) - - - - - (9,098,673 )
Reversal of special reserve - - - - (358,817 ) 358,817 - - - - - -
- - - 1,083,622 (358,817 ) (9,823,478 ) - - - - - (9,098,673 )
Change in capital surplus from investments in associates and joint ventures accounted for
using the equity method - - 74 - - - - - - - - 74
Net profit for the year ended December 31, 2015 - - - - - 8,528,231 - - - - - 8,528,231
Other comprehensive income (loss) for the year ended December 31, 2015, net of income
tax - - - - - (394,917 ) 1,540,291 (4,278,385 ) 20,659 - - (3,112,352 )
Total comprehensive income (loss) for the year ended December 31, 2015 - - - - - 8,133,314 1,540,291 (4,278,385) 20,659 - - 5,415,879
-
Buyback of ordinary shares - - - - - - - - - (1,461,046 ) (1,461,046 )
-
Cancellation of treasury stock (2,425,650) - 42,642 - - - - - - 2,383,008 -
Share-based payments 111,228 (4,599 ) 21,164 - - (5,076 ) - - - (5,231 ) - 117,486
BALANCE AT DECEMBER 31, 2015 151,124,071 1,370 654,803 4,161,475 765,041 13,580,644 1,741,670 (4,456,314 ) - (32,187 ) (2,376,747 ) 165,163,826
Appropriation of 2015 earnings
Legal reserve - - - 852,823 - (852,823 ) - - - - - -
Special reserve - - - - 2,463,255 (2,463,255) - - - - - -
Cash dividends - NT$0.5 per share - - - - - (7,487,006 ) - - - - - (7,487,006 )
- - - 852,823 2,463,255 (10,803,084 ) - - - - - (7,487,006 )
Other change in change in capital surplus - - 161,616 - - - - - - - - 161,616
Net profit for the year ended December 31, 2016 - - - - - 5,923,081 - - - - - 5,923,081
Other comprehensive income (loss) for the year ended December 31, 2016, net of income
tax - - - - - (140,083 ) (1,247,293 ) 2,200,496 - - - 813,120
Total comprehensive income (loss) for the year ended December 31, 2016 - - - - - 5,782,998 (1,247,293 ) 2,200,496 - - - 6,736,201
Buyback of ordinary shares - - - - - - - - - - (1,150,440 ) (1,150,440 )
Cancellation of treasury shares (1,430,100) - 279,660 - - - - - - - 1,150,440 -
Share-based payments 50,232 (1,360 ) 8,442 - - (4,370 ) - - - 10,976 - 63,920
BALANCE AT DECEMBER 31, 2016 $ 149,744,203 $ 10 $ 1,104,521 $ 5,014,298 $ 3,228,296 $ 8,556,188 $ 494,377 $ (2,255,818 ) $ - $ (21,211 ) $ (2,376,747 ) $ 163,488,117
(Continued)
----- End of picture text -----

392

4. Statements of cash flows

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Net profit before income tax
Adjustments for:
Depreciation and amortization expenses
Interest expense
Interest income
Dividend income
Share-based payment compensation cost
Share of profit of subsidiaries, associates and joint ventures
Others
Changes in operating assets and liabilities
Other assets
Payables
Provision
Other liabilities
Dividend received
Interest paid
Interest received
Income tax returned (paid)
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equity investment under equity method
Proceeds of capital return on investments accounted for using the equity
method
Capital reserve be distributable as dividend shares by cash on investments
accounted for using the equity method
Acquisition of property and equipment
Net cash generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in commercial paper payable
Proceeds from issue of corporate bonds
Repayments of corporate bonds
Increase (decrease) in other borrowings
Cash dividend paid
Exercise of employee share options
Buyback of ordinary shares
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
For the Year Ended For the Year Ended December 31








2016
$ 5,743,754

4,840
287,220
(6,968)
(60,668)
52,166
(6,786,318)
46
289,591
(475,375)
2,341
100
5,153,844

(290,128)
6,968

108,423


4,029,836

-

3,000,000

-

(3,519)


2,996,481

(1,099,971)
-
-
1,400,045
(7,487,006)
2,789

(1,150,440)


(8,334,583)

(1,308,266)

2,665,707

$ 1,357,441
2015
$ 8,533,908
4,806
319,590
(2,426)
(74,287)
63,489
(9,589,436)
477
2,387
(292,287)
2,224
100
10,131,808
(378,380)
2,426

(100,033)

8,624,366
(38,000,000)
36,000,000
4,000,000

(1,999)

1,998,001
2,099,876
8,000,000
(8,000,000)
(999,726)
(9,098,673)
44,097

(1,461,046)

(9,415,472)
1,206,895

1,458,812
$ 2,665,707
(Continued)

393

CDIB Capital Group

1. Condensed balance sheets

(In Thousands of New Taiwan Dollars)

Assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Receivables, net
Current tax assets
Available-for-sale financial assets
Investments accounted for using the equity method, net
Restricted assets
Financial assets measured at cost
Other financial assets
Property and equipment, net
Investment property, net
Other assets, net
Total assets
Payables
Current tax liabilities
Other financial liabilities
Provisions
Deferred tax liabilities
Other liabilities
Total liabilities
Common stock
Capital surplus
Retained earnings
Exchange differences on translation of foreign financial statements
Unrealized losses on available-for-sale financial assets
Total equity
Total liabilities and equity
December 31 December 31








2016
$ 19,781,653
108,740
30,892
461,986
6,673,803
34,674,783
304,111
7,382,411
358,439
1,221,722
568,005

52,388

$ 71,618,933

$ 367,323
386,864
386,632
162,245
241,555

41,172


1,585,791

20,603,994
24,703,001
27,592,053
(98,320)
(2,767,586)

70,033,142

$ 71,618,933
2015
$ 12,674,958

111,208

483,174

690,918

7,163,974

39,227,506

298,982

8,256,971

358,439

1,193,686

649,142

69,236
$ 71,178,194
$ 444,989

348,635

396,059

156,440

241,555

38,271

1,625,949

20,603,994

24,700,436

27,800,173

657,557

(4,209,915)

69,552,245
$ 71,178,194
(Continued)

394

2. Condensed statements of comprehensive income

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Interest revenue
Interest expense
Interest profit, net
Noninterest profits and gains, net
Total net revenues
Reversal of allowance for bad debts and losses on guarantees, net
Operating expenses
Net profit before income tax
Income tax benefit (expense)
Net profit for the year
Other comprehensive income (loss) for the year, net of income tax
Total comprehensive income for the year
Basic earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2016
$ 67,464


(304)

67,160
2,044,269

2,111,429
-
(560,829)

1,550,600
(82,705)

1,467,895
675,342

$ 2,143,237

$0.71
2015
$ 2,048,507

(883,910)
1,164,597

4,730,747
5,895,344

109,591
(1,239,611)
4,765,324

107,171
4,872,495
(3,101,537)
$ 1,770,958
$1.49
(Continued)

395

KGI Securities

1. Condensed balance sheets

(In Thousands of New Taiwan Dollars)

Assets
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
Common stock
Capital surplus
Retained earnings
Others
Total equity
Total liabilities and equity
December 31 December 31








2016
$ 140,174,696
35,049,534

$ 175,224,230

$ 106,141,192

8,838,991

114,980,183

34,988,123
8,644,122
14,356,868
2,254,934

60,244,047

$ 175,224,230
2015
$ 135,469,806

36,468,292
$ 171,938,098
$ 101,850,410

8,804,980
110,655,390

37,988,123

8,639,723

13,534,139

1,120,723

61,282,708
$ 171,938,098
  1. Condensed statements of comprehensive income

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Operating revenues
Operating expenses
Profit from operations
Share of profit (loss) of subsidiaries, associates and joint ventures
Other income and loss
Total non-operating income or loss
Net profit before income tax
Income tax expense
Net profit for the year
Other comprehensive income (loss)
Total comprehensive income for the year
Basic earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31







2016
$ 9,825,639

(7,822,997)

2,002,642

(53,362)
662,704

609,342

2,611,984
(128,438)

2,483,546
1,099,844

$ 3,583,390

$0.68
2015
$ 8,822,805
(8,467,453)

355,352

1,215,914

1,116,956

2,332,870
2,688,222

(135,811)
2,552,411

(56,648)
$ 2,495,763
$0.67
(Continued)

396

KGI Bank

1. Condensed balance sheets

(In Thousands of New Taiwan Dollars)

Assets
Cash and cash equivalents, due from the Central Bank and call loans
to banks
Financial assets at fair value through profit or loss
Securities purchased under resell agreements
Receivables, net
Current tax assets
Assets held for sale, net
Discount and loans, net
Available-for-sale financial assets
Investments accounted for using the equity method, net
Other financial assets, net
Property and equipment, net
Investment property, net
Deferred tax assets
Other assets, net
Total assets
Deposits from the Central Bank and banks
Financial liabilities at fair value through profit or loss
Notes and bonds issued under repurchase agreements
Payables
Current tax liabilities
Deposits and remittances
Bank debentures payable
Principal received on structured notes
Other financial liabilities
Provisions
Deferred tax liabilities
Other liabilities
Total liabilities
Common stock
Capital surplus
Retained earnings
Others
Total equity
Total liabilities and equity
December 31










2016
2015
(After Restated)
$ 78,234,125 $ 94,801,809
97,833,395
79,062,398
795,850
36,176,824
23,040,675
34,359,108
-
31,273
12,290
-
252,376,992 217,780,328
88,722,046
55,238,628
1,823,461
2,081,685
3,882,514
267,404
5,536,616
5,641,055
712,146
600,574
4,302,232
4,922,153
8,535,898

8,574,700
$ 565,808,240
$ 539,537,939
$ 30,917,374 $ 9,561,475
39,408,142
26,184,655
62,138,314
61,010,030
4,087,128
4,199,248
379,060
187,682
343,497,464 354,189,588
2,684,236
2,612,172
21,875,414
22,300,825
877
4,792
220,615
358,360
78,585
58,580

1,795,742

1,185,992
507,082,951
481,853,399
46,061,623
46,061,623
7,249,280
7,247,278
6,719,227
4,785,309
(1,304,841)

(409,670)
58,725,289

57,684,540
$ 565,808,240
$ 539,537,939
(Continued)

397

2. Condensed statements of comprehensive income

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Interest revenue
Interest expense
Interest profit, net
Noninterest profits and gains, net
Total net revenues
Reversal of allowance (allowance) for bad debts and losses on
guarantees, net
Operating expenses
Net profit before income tax
Income tax expense
Net profit for the year
Other comprehensive income (loss) for the year net of income tax
Total comprehensive income for the year
Net profit attributable to
Owners of the parent company
Prior interest under common control
Total comprehensive income attributed to
Owners of the parent company
Prior interest under common control
Basic earnings per share
For the Year Ended December 31 For the Year Ended December 31












2016
2015
(After Restated)

$ 8,721,110 $ 10,728,523

(3,197,731)

(3,725,154)
5,523,379
7,003,369
4,721,647

3,440,193
10,245,026
10,443,562
37,498
692,262
(5,485,672)

(5,268,622)
4,796,852
5,867,202
(969,829)

(683,817)
3,827,023
5,183,385
(986,455)

(594,152)
$ 2,840,568
$ 4,589,233
$ 3,827,023 $ 4,017,475

-

1,165,910
$ 3,827,023
$ 5,183,385
$ 2,840,568 $ 2,607,484

-

1,981,749
$ 2,840,568
$ 4,589,233
$0.83
$1.13

(Concluded)

398

TABLE 11

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENT IN MAINLAND CHINA DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Name Main Businesses and Products Total Paid-in
Capital
Investment Type
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2016
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2016 (Note 4)
Net Income
(Loss) of the
Investee
% Ownership of
Direct or Indirect
Investment

Investment Gain
Carrying
Value as of
December 31,
2016
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016
Outflow Inflow
China Healthcare Multi-services, Inc.
China Peptides (Wuhan) Co., Ltd.
JHL Biotech, Inc. (Wuhan)
Beauty Essential International Ltd.
Derby Software (Shanghai) Co., Ltd.
Triplex International Biosciences
(Fujian)
Solar PV Corp.
Hartec Technology (Kunshan) Co., Ltd.
Unifun Computer (Shanghai) Co., Ltd.
Great Team Backend Foundry
(Dongguan) Ltd.
Touch Equipment Leasing (Shanghai)
Co., Ltd.
Touch Multimedia Technology
(Shanghai) Co., Ltd.
MCM (Beijing) Commercial Co., Ltd.
Chengdu Le Me Shi Jia Trading Co., Ltd.
Third party medical services under
emergency
Sale and R&D protein drugs
R&D protein drugs
Sale and R&D the cosmetic
The next-generation electronic distribution
channel operator serving China’s hotel
industry
The next-generation electronic distribution
channel operator serving China’s hotel
industry
Manufacture, sale and R&D medical
diagnostic reagents and instruments
Solar cell manufacture and sell
NB EMI sputtering
Internet service provider
Analog IC testing and packaging
Mobile interactive LCD equipment leasing
Multimedia technology, network
technology, computer software
development, design production and sales
Apparel, jewelry, watches, perfumes,
cosmetics, glasses, bags, leather goods
wholesale and retail; import and export of
goods
Furniture wholesale, metal building
materials wholesale and transport service
RMB
41,192
thousand
US$ 65,000
thousand
RMB
50,000
thousand
US$ 2,000
thousand
US$ 10,000
thousand
US$ 10,000
thousand
US$ 35,200
thousand
US$ 79,940
thousand
US$ 17,130
thousand
US$ 8,000
thousand
US$ 87,070
thousand
US$ 8,000
thousand
RMB 114,660
thousand
EUR
4,460
thousand
US$ 25,000
thousand
Note 1,b,1)
Note 1,b,2)
Note 1,b,2)
Note 1,b,3)
Note 1,b,4)
Note 1,b,4)
Note 1,b,5)
Note 1,b,6)
Note 1,b,7)
Note 1,b,8)
Note 1,b,9)
Note 1,b,9)
Note 1,b,9)
Note 1,b,10)
Note 1,b,9)
US$ 1,871
thousand
US$ 2,988
thousand
US$ 734
thousand
US$ 2,262
thousand
US$ 2,800
thousand
US$ 464
thousand
US$ 1,400
thousand
US$ 11,400
thousand
US$ 3,000
thousand
US$ 1
US$ 228
thousand
US$ 669
thousand
US$ 1,080
thousand
US$ 182
thousand
US$ 882
thousand
$ -
US$ 9,215
thousand
-
-
-
-
-
-
-
-
-
-
-
-
-
US$ 1,871
thousand
US$ 2,988
thousand
US$ 734
thousand
-
-
-
-
-
-
-
-
-
-
-
-
$ -
US$ 9,215
thousand
-
US$ 2,262
thousand
US$ 2,800
thousand
US$ 464
thousand
US$ 1,400
thousand
US$ 11,400
thousand
US$ 3,000
thousand
US$ 1
US$ 228
thousand
US$ 669
thousand
US$ 1,080
thousand
US$ 182
thousand
US$ 882
thousand
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
-
-
-
8.86
41.69
(Note 6)
9.26
(Note 6)
1.66
9.14
10.23
6.75
1.79
9.61
9.61
5.00
2.16
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-

67,521
91,938

15,297
45,003
339,711
99,603
-
7,360
21,595
34,861
5,875
7,033
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(Continued)

399

Investee Company Name Main Businesses and Products Total Paid-in
Capital
Investment Type
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2016
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2016 (Note 4)
Net Income
(Loss) of the
Investee
% Ownership of
Direct or Indirect
Investment

Investment Gain
Carrying
Value as of
December 31,
2016
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016
Outflow Inflow
Chengdu Le Me Shi Jia Information
Technology Co., Ltd.
Tianjin Mei Wei Information
Technology Co., Ltd.
Tianjin Mu Yuan Household Trading
Co., Ltd.
CDIB Private Equity Management
Corporation
CPEC Huakai Private Equity (Fujian)
Co., Ltd.
CPEC Huachuang Private Equity
Management (Fujian) Enterprise
(Limited Partnership)
CPEC Huachuang Private Equity
(Fujian) Enterprise (Limited
Partnership)
CPEC Huachuang Private Equity
(Kunshan) Co, Ltd.
CPEC Huachuang Private Equity
Management (Kushan) Enterprise
(Limited Partnership)
CPEC Huachuang Private Equity
(Kushan) Enterprise (Limited
Partnership)
Focus Multimedia Technology
(Shanghai) Co., Ltd.
Focus (China) Information Technology
Co., Ltd.
Furniture wholesale, metal building
materials wholesale and transport service
Computer IT consulting and technical
services; computer hardware and software
development; furniture, building
materials, daily commodities, hardware
wholesale
Household items; furniture, building
materials, daily commodities, hardware
wholesale
Management and consulting
Management and consulting
Management and consulting
Equity investment
Management and consulting
Management and consulting
Equity investment
Multimedia network information systems
software R&D; multimedia network
engineering design consultancy; market
research and intermediary service; sales
of self-produced products
LCD advertising, software and hardware of
computers manufacture and sale, and
network technology design and
development; computer integrated design,
debugging and maintenance;
self-developed technological achievement
transfer; related technologies
consultancy and technical service
US$ 1,400
thousand
RMB 104,222
thousand
US$ 500
thousand
US$ 7,000
thousand
RMB
10,000
thousand
RMB
12,000
thousand
RMB 700,000
thousand
RMB
7,000
thousand
RMB
12,000
thousand
RMB 700,000
thousand
US$ 38,000
thousand
US$ 10,000
thousand
Note 1,b,9)
Note 1,b,9)
Note 1,b,9)
Note 1,b,12)
Note 1,b,11)
Note 1,b,11,12)
Note 1,b,11,12)
Note 1,b,12)
Note 1,b,12)
Note 1,b,11,12)
Note 1,b,13)
Note 1,b,13)
US$ 33
thousand
RMB
1,016
thousand
US$ 42
thousand
US$ 4,000
thousand
RMB
7,000
thousand
RMB
6,720
thousand
RMB 141,200
thousand
RMB
4,550
thousand
RMB
195
thousand
RMB 121,400
thousand
US$ 16,612
thousand
US$ 4,371
thousand
$ -
-
-
US$ 3,000
thousand
-
-
RMB 105,900
thousand
-
RMB
3,055
thousand
RMB
91,050
thousand
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
US$ 33
thousand
RMB
1,016
thousand
US$ 42
thousand
US$ 7,000
thousand
RMB
7,000
thousand
RMB
6,720
thousand
RMB 247,100
thousand
RMB
4,550
thousand
RMB
3,250
thousand
RMB 212,450
thousand
US$ 16,612
thousand
US$ 4,371
thousand
(Note 3)
(Note 3)
(Note 3)
16,352
19,312
1,932
186,790
14,737
(100)
8,560
(Note 3)
(Note 3)
2.16
2.16
2.16
100.00
70.00
70.00
-
65.00
65.00
-
0.94
0.94
$ -
-
-
16,352
13,518
1,353
65,376
9,579
(65)
2,568
-
-
$ 263
1,159
332
170,878

71,848

39,794
1,165,320
31,397

35,427

960,603
536,226
141,097
$ -

-

-

-

-

-

-

-

-

-

-

-

(Continued)

400

Investee Company Name Main Businesses and Products Total Paid-in
Capital
Investment Type
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2016
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2016 (Note 4)
Net Income
(Loss) of the
Investee
% Ownership of
Direct or Indirect
Investment

Investment Gain
Carrying
Value as of
December 31,
2016
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016
Outflow Inflow
Chi Zhong Information Technology
(Shanghai) Co., Ltd.
Shanghai OOH Advertising Co., Ltd.
GSD Industrial Co., Ltd.
Shengzhuang Co., Ltd.
Lightel Technologies Inc.
Guohui (China) Co., Ltd.
Fujian Guohui Footwear Co., Ltd.
Stonehenge Industrial Holding Ltd.
Hangzhou Huatong Industries Inc.
Hangzhou Rilong Leather Co., Ltd.
Power Logic Tech. (DongGuan) Inc.
Dongguan TaiYi Electronics Co., Ltd
LCD advertising, software and hardware of
computers manufacture and sale, and
network technology design and
development; computer integrated design,
debugging and maintenance;
self-developed technological achievement
transfer; related technologies
consultancy and technical service
Domestic and foreign advertisement design,
production, releases and agent
Pumps manufacture and sale
Cosmetics sales
Fiber optic components, fiber optic
equipment and instruments and LED
lamps
Manufacturing and sale sport apparel,
footwear and accessories
Manufacturing and sale sport apparel,
footwear and accessories
Business in research, development and
manufacture of electro optic technology,
process on TFT-LCD optical, functional
film material, and production and
marketing of other plastic product
Business in sofa manufacture and sale;
slipcover and leather products; the
clothing; fur products; plush products;
toys sale and doing wholesale and import
business in furniture
Business in toys sale and doing wholesale
and import business in furniture
Production and sale of computer cooling
fan, radiator, computer peripheral
products, LED electric lamps, LED
electric driver, computer multimedia
speaker, plastic mold, plastic components
Engaged in computer radiator, electronic
products wholesale, commission agency
(except auction), import and export and
related business
US$ 10,000
thousand
US$ 400
thousand
RMB
50,000
thousand
RMB
54,300
thousand
US$ 3,100
thousand
HK$ 313,432
thousand
HK$ 195,686
thousand
HK$ 494,706
thousand
US$ 32,000
thousand
US$ 1,000
thousand
HK$ 21,000
thousand
RMB
3,000
thousand
Note 1,b,13)
Note 1,b,13)
Note 1,b,14)
Note 1,b,15)
Note 1,b,16)
Note 1,b,10,17)
Note 1,b,10,17)
Note 1,b,9)
Note 1,b,9,18)
Note 1,b,9,18)
Note 1,b,19)
Note 1,b,19)
US$ 875
thousand
US$ 174
thousand
US$ 2,235
thousand
US$ 5,000
thousand
US$ 337
thousand
US$ 2,311
thousand
US$ 1,677
thousand
-
-
-
-
-
$ -
-
-
-
-
-
-
US$ 1,485
thousand
US$ 3,545
thousand
US$ 10
US$ 2,590
thousand
US$ 427
thousand
$ -
-
-
-
-
-
-
-
US$ 343
thousand
-
-
-
US$ 875
thousand
US$ 174
thousand
US$ 2,235
thousand
US$ 5,000
thousand
US$ 337
thousand
US$ 2,311
thousand
US$ 1,677
thousand
US$ 1,485
thousand
US$ 3,202
thousand
US$ 10
US$ 2,590
thousand
US$ 427
thousand
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
0.94
0.94
19.86
5.44
13.48
7.73
7.73
4.05
1.66
1.72
14.52
14.52
$ -
-
-
-
-
-
-
-
-
-
-
-
$ 28,234
5,618
68,353
151,150
10,076
74,597
54,132
11,835
105,678
-
82,879
13,673
$ -

-

-

-

-
-
-

-

11,074

-

-

-
(Continued)

401

Investee Company Name Main Businesses and Products Total Paid-in
Capital
Investment Type
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2016
Investme nt Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2016 (Note 4)
Net Income
(Loss) of the
Investee
% Ownership of
Direct or Indirect
Investment

Investment Gain
Carrying
Value as of
December 31,
2016
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016
Outflow Inflow
Tutwo (Xiamen) Outdoor Co., Ltd.
Best Logistics Technology Co., Ltd.
CDIB International Leasing Corporation
KGI Investment advisory (Shanghai)
Co., Ltd.
Business in wholesale and retail of outdoor
sports products, sporting goods, clothing,
shoes and hats, wholesale, retail and
manufacture of textile and hosiery, leather
garments, leather manufacturing, retail of
kitchenware and daily groceries
Business in research, development, technical
services, computer information, network
logistics technology and wholesale and
retail of general labor supplies, household
appliances and building materials
Financial Leasing and management business
consulting
Investment consultancy

RMB 350,379
thousand


US$ 133,000
thousand

RMB 187,750
thousand
US$ 4,000
thousand
Note 1,b,20)
Note 1,b,21)
Note 1,a
Note 1,b,22)
$ -
-
US$ 30,000
thousand
US$ 2,000
thousand
US$ 7,417
thousand
US$ 211
thousand
-
US$ 2,000
thousand
$ -
-
-
-
US$ 7,417
thousand
US$ 211
thousand
US$ 30,000
thousand
US$ 4,000
thousand
(Note 3)
(Note 3)
(233,948)
(2,581)
2.67
0.42
100.00
100.00
$ -
-
(233,948)
(2,581)
$ 59,111
6,827

426,521

75,059
$ -

-

-

-
Accumulated Investment in
Mainland China as of December 31,
2016
Investment Amounts Authorized by
Investment Commission, MOEA
Limit on I nvestment
$7,061,219 US$337,899 thousand $94,447,804

Note 1: The investment types are as follows:

a. Direct investments.

B. Reinvested through a third place by:

  • 1) China Healthcare Multi-Service, Inc. 2) JHL Biotech, Inc. 3) Beauty Essentials International Ltd. 4) Derbysoft Holdings Limited. 5) Capital Excel Investments Limited. 6) Solar PV Corporation. 7) Hartec Asia Pet Ltd. 8) Sunfun Info Co., Ltd. 9) CDIB Capital Investment I Limited. 10) CDIB Capital Investment II Limited. 11) CDIB Venture Capital (Hong Kong) Corporation Limited. 12) CDIB Private Equity (Hong Kong) Corporation Limited. 13) CDIB Global Markets Limited. 14) GSD Technologies Co., Ltd. 15) Shengzhuang Holdings Limited. 16) Lightel Technologies, Inc. 17) CBA Sport International Limited. 18) Shane Global Holding Inc. 19) Sun Max Tech Limited. 20) CCAP Tutwo Holdings (Hong Kong) Limited. 21) Best Logistics. 22) Richpoint Company Limited.

c. Other.

(Continued)

402

Note 2: The financial statements were audited by international CPA firms having a corporative relation with CPA firms in the Republic of China

Note 3: Investee Company was not significantly influenced by the Company, therefore the Group cannot acquire the related financial information.

Note 4: Investment amount authorized or soon authorized by Investment Commission, MOEA.

Note 5: Subsidiary of the Corporation indirectly invested in Changshu Everbright Material Technology Co., Ltd. through its subsidiary’s investment in Ferro China on which subsidiary of the Corporation fully impaired and recognized an impairment loss in 2008.

Note 6: The ratios of investees’ preferred stock A or B held by subsidiaries was calculated by dividing the number of held preferred shares by the number of preferred shares outstanding.

  • Note 7: Subsidiary of the Corporation formerly indirectly invested in Wuxi Paiho Testiles Co., Ltd. and Dongguan Paihong Corporation Ltd. through its subsidiary’s investment in Paiho Shih Holdings Corporation. Because Paiho Shih Holdings Corporation has been listed on the Taiwan Stock Exchange on August 17, 2011, refer to its financial report for the information.

Note 8: Subsidiary of the Corporation formerly indirectly invested in Focal Tech System Co., Ltd. through its subsidiary’s investment in Focal Tech Corporation Ltd. has been listed on the Taiwan Stock Exchange on November 8, 2013, refer to its financial report for the information.

  • Note 9: Subsidiary of the Corporation formerly indirectly invested in Kunshan Xinkuangtai Photoelectric Technology Co., Ltd. and Taizhou Kuangli Photoelectric Technology Co., Ltd. through its subsidiary’s investment in Kuangli Photoelectric Technology Co., Ltd. has been listed on the Taiwan Stock Exchange on October 31, 2014, refer to its financial report for the information.

  • Note 10: Subsidiary of the Corporation formerly indirectly invested in Yangzhou Enteres Auto Parts Manufacturing Co., Ltd., Yanghou Enteres Industrial Co., Ltd., Yangzhou Enterex Automotive Air-Conditioning Industrial Co., Ltd. and Yangzhou Enterex Auto Parts Distribution Co., Ltd. through its subsidiary investment in Enteres International Limited has been listed on the Taiwan Stock Exchange on October 16, 2014, refer to its financial report for the information.

  • Note 11: Subsidiary of the Corporation formerly indirectly invested in Jinjiang Chandra Shoes Industry Co., Ltd. through its subsidiary’s investment in Victory New Materials limited company has been listed on the Taiwan Stock Exchange on January 14, 2014, refer to its financial report for the information.

  • Note 12: Subsidiary of the Corporation formerly indirectly invested in Strong LED Lighting Systems (Suzhou) Corporation through its subsidiary’s investment in Strong LED Lighting Systems (Cayman) Co., Ltd. has been listed on the Taipei Exchange on June 30, 2016, refer to its financial report for the information.

  • Note 13: The Corporation’s subsidiary, CDIB Private Equity (Hong Kong) Corporation Limited, spent US$1,313 thousand of equity fund acquiring 100% stock right of CDIB Private Equity Management Corporation formerly invested by its subsidiary, CDIB Venture Capital (Hong Kong) Corporation Limited, and the acquiring price become the newly authorized amount.

The Corporation’s subsidiary, CDIB Private Equity (Hong Kong) Corporation Limited, spent US$1,059 thousand of equity fund acquiring 56% stock right of CPEC Huachuang Private Equity (Fujian) Enterprise (Limited Partnership) formerly invested by its subsidiary, CDIB Venture Capital (Hong Kong) Corporation Limited, and the acquiring price become the newly authorized amount.

(Concluded)

403

TABLE 12

CHINA DEVELOPMENT FINANCIAL HOLDING CORPORATION AND SUBSIDIARIES

BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars)

No.
(Note 1)

Trader Company
Related Party Flow of
Transactions
(Note 2)

Financial Statement Accounts
Amounts Trading
Terms
Transaction
Amount/Total
Consolidated
Revenue or
Total Consolidated
Assets (Note 3)
0 The Corporation CDIB Capital Group 1 Current tax assets $ 386,864 Note 4 0.04%
1 CDIB Capital Group The Corporation 2 Current tax liabilities 386,864 Note 4 0.04%
0 The Corporation CDIB Capital Group 1 Current tax liabilities 461,986 Note 4 0.05%
1 CDIB Capital Group The Corporation 2 Current tax assets 461,986 Note 4 0.05%
0 The Corporation KGI Bank 1 Cash and cash equivalents 1,385,671 Note 4 0.16%
2 KGI Bank The Corporation 2 Deposit and remittances 1,385,671 Note 4 0.16%
0 The Corporation KGI Bank 1 Current tax assets 379,060 Note 4 0.04%
2 KGI Bank The Corporation 2 Current tax liabilities 379,060 Note 4 0.04%
0 The Corporation KGI Securities 1 Current tax assets 275,787 Note 4 0.03%
3 KGI Securities The Corporation 2 Current tax liabilities 275,787 Note 4 0.03%
1 CDIB Capital Group KGI Bank 3 Cash and cash equivalents 19,723,431 Note 4 2.21%
2 KGI Bank CDIB Capital Group 3 Deposit and remittances 19,723,431 Note 4 2.21%
2 KGI Bank KGI Securities and its subsidiaries 3 Deposit and remittances 2,663,508 Note 4 0.30%
3 KGI Securities and its subsidiaries KGI Bank 3 Cash and cash equivalents 2,663,508 Note 4 0.30%
(Continued)

404

No.
(Note 1)

Trader Company
Related Party Flow of
Transactions
(Note 2)

Financial Statement Accounts
Amounts Trading
Terms
Transaction
Amount/Total
Consolidated
Revenue or
Total Consolidated
Assets (Note 3)
2 KGI Bank KGI Securities 3 Deposit and remittances $ 1,427,905 Note 4 0.16%
3 KGI Securities KGI Bank 3 Restricted assets 1,427,905 Note 4 0.16%
2 KGI Bank KGI Securities 3 Deposit and remittances 846,673 Note 4 0.09%
3 KGI Securities KGI Bank 3 Other financial assets 846,673 Note 4 0.09%
2 KGI Bank CDIB Capital Investment II Limited 3 Deposit and remittances 194,759 Note 4 0.02%
4 CDIB Capital Investment II Limited KGI Bank 3 Cash and cash equivalents 194,759 Note 4 0.02%
2 KGI Bank CDIB Global Markets Limited 3 Deposit and remittances 226,940 Note 4 0.03%
5 CDIB Global Markets Limited KGI Bank 3 Cash and cash equivalents 226,940 Note 4 0.03%
2 KGI Bank CDIB Venture Capital Corp. 3 Deposit and remittances 891,956 Note 4 0.10%
6 CDIB Venture Capital Corp. KGI Bank 3 Cash and cash equivalents 891,956 Note 4 0.10%
2 KGI Bank CDIB Capital Investment I Limited and its subsidiaries 3 Deposit and remittances 584,238 Note 4 0.07%
7 CDIB Capital Investment I Limited and its subsidiaries KGI Bank 3 Cash and cash equivalents 584,238 Note 4 0.07%
3 KGI Securities KGI Futures Co., Ltd. 3 Service fee and commission, net 250,730 Note 4 0.92%
8 KGI Futures Co., Ltd. KGI Securities 3 Service fee and commission, net 250,730 Note 4 0.92%
3 KGI Securities KGI Insurance Brokers Co., Ltd. 3 Net other noninterest profit 329,250 Note 4 1.21%
9 KGI Insurance Brokers Co., Ltd. KGI Securities 3 Net other noninterest profit 329,250 Note 4 1.21%
3 KGI Securities KGI Futures Co., Ltd. 3 Financial assets at fair value through profit or loss 474,867 Note 4 0.05%
8 KGI Futures Co., Ltd. KGI Securities 3 Customers’ equity accounts - futures 474,867 Note 4 0.05%
3 KGI Securities KGI Securities Investment Advisory Co., Ltd. 3 Other operating and administrative expense 150,286 Note 4 0.55%
10 KGI Securities Investment Advisory Co., Ltd. KGI Securities 3 Consulting service revenue 150,286 Note 4 0.55%
3 KGI Securities KGI Asia Limited 3 Receivables, net 103,649 Note 4 0.01%
11 KGI Asia Limited KGI Securities 3 Payables 103,649 Note 4 0.01%
(Continued)

405

No.
(Note 1)

Trader Company
Related Party Flow of
Transactions
(Note 2)

Financial Statement Accounts
Amounts Trading
Terms
Transaction
Amount/Total
Consolidated
Revenue or
Total Consolidated
Assets (Note 3)
6 CDIB Venture Capital Corp. CDIB Capital Management Corporation 3 Other operating and administrative expense $ 101,563 Note 4 0.37%
12 CDIB Capital Management Corporation CDIB Venture Capital Corp. 3 Consulting service revenue 101,563 Note 4 0.37%
5 CDIB Global Markets Limited CDIB Capital International Corporation 3 Other operating and administrative expense 198,806 Note 4 0.73%
13 CDIB Capital International Corporation CDIB Global Markets Limited 3 Consulting service revenue 198,806 Note 4 0.73%
13 CDIB Capital International Corporation CDIB Capital International (Hong Kong) Corporation
Limited
3 Other operating and administrative expense 245,153 Note 4 0.90%
14 CDIB Capital International (Hong Kong) Corporation
Limited
CDIB Capital International Corporation 3 Consulting service revenue 245,153 Note 4 0.90%
8 KGI Futures Co., Ltd. KGI Futures (Singapore) Pte. Ltd. (formerly KGI Ong
Capital Pte. Ltd.)
3 Other financial assets 951,509 Note 4 0.11%
15 KGI Futures (Singapore) Pte. Ltd. (formerly KGI Ong
Capital Pte. Ltd.)
KGI Futures Co., Ltd. 3 Customers’ equity accounts - futures 951,509 Note 4 0.11%
16 Richpoint Company Limited (BVI Holding Co.) KG Investments Holdings Limited 3 Receivables, net 3,619,388 Note 4 0.41%
17 KG Investments Holdings Limited Richpoint Company Limited (BVI Holding Co.) 3 Other borrowings 3,619,388 Note 4 0.41%
8 KGI Futures Co., Ltd. KGI Futures (Hong Kong) Limited 3 Other financial assets 253,992 Note 4 0.03%
18 KGI Futures (Hong Kong) Limited KGI Futures Co., Ltd. 3 Customers’ equity account - futures 253,992 Note 4 0.03%

Note 1: The consolidated entities are identified in the No. column as follows: Parent company - 0; subsidiaries - numbered from 1 by company.

Note 2: Transaction flows are as follows: (1) from parent to subsidiary; (2) from subsidiary to parent; and (3) between subsidiaries.

Note 3: The ratio is calculated as follows: For asset and liability accounts - Transaction amount in the ending period/Total consolidated assets; for income and expense accounts - Transaction amount in the midterm/Total consolidated net profit.

Note 4: The transaction criteria for related parties are similar to those for third parties.

Note 5: Transactions each amounted to at least NT$100 million.

(Concluded)

406

TABLE 13-1

BALANCE SHEETS DECEMBER 31, 2016 (Expressed in U.S. Dollars/RMB)

ASSETS
CURRENT ASSETS
Cash and cash equivalents

Receivables, net
Other receivable - related
parties

Other current assets

Total current assets

NONCURRENT ASSETS
Financial assets measured at
cost - noncurrent
Investments accounted for using
the equity method

Property and equipment
Other noncurrent assets

Total noncurrent assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings

Commercial paper payable
Other payable
Other payable - related parties

Total current liabilities

NONCURRENT LIABILITIES
Other noncurrent liabilities

Total liabilities

EQUITY
Common stock

Capital reserve
Special reserve
Retained earnings

Other equity

Total equity

TOTAL
Richpoint
Company
Limited
KG Investments
Holdings
Limited
$ 160,831
$ 26,509

-
-
112,000,000
-


402,116

1,003,588

112,562,947

1,030,097

940,858
-
382,101,707
546,362,981

-
-

-

-

383,042,565
546,362,981

$ 495,605,512
$ 547,393,078

$ 45,250,000
$ 112,000,000

-
-

16,994
128,273

-

70,572,218


45,266,994
182,700,491


-

-


45,266,994
182,700,491

229,751,070
156,864,163

861,236
66,667
-
9,759,135
220,305,629
198,375,991


(579,417)

(373,369)

450,338,518
364,692,587

$ 495,605,512
$ 547,393,078
KGI
International
Holdings
Limited
ANEW Holdings
Limited
KGI Investment
Advisory
(Shanghai) Co.,
Ltd.
$ 19,914
$ 159 $ 13,480,945
2,000,000
-
2,500,000
110,921,738
62,340,580
-

-

-

143,638
112,941,652

62,340,739

16,124,583
-
-
-
499,998,319
-
-
-
-
16,970

-

-

218,213
499,998,319

-

235,183
$ 612,939,971
$ 62,340,739
$ 16,359,766
$ -
$ - $ -
129,672,559
-
-
208,754
-
47,963

-

-

-
129,881,313

-

47,963

-

-

152,000
129,881,313

-

199,963
209,248,261
55,924,236
25,278,600
54,651,374
-
10,007
387,913
-
-
219,144,479
6,416,503
(9,128,804)

(373,369)

-

-
483,058,658

62,340,739

16,159,803
$ 612,939,971
$ 62,340,739
$ 16,359,766

407

TABLE 13-2

BALANCE SHEETS DECEMBER 31, 2016 (Expressed in U.S. Dollars)

ASSETS
KG
Investments
Asset
Management
(International)
Limited
CURRENT ASSETS
Cash and cash equivalents
$ -

NONCURRENT ASSETS
Investments accounted for using
the equity method

-

TOTAL
$ -

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Other payable - related parties
$ -

Total liabilities

-

EQUITY
Common stock
10,000

Accumulated deficit

(10,000)

Total equity

-

TOTAL
$ -
KGI Limited
$ -

362,734,794

$ 362,734,794

$ 81,598,551


81,598,551

308,341,129

(27,204,886)

281,136,243

$ 362,734,794
Supersonic
Service Inc.
$ -


-

$ -

$ -


-

100

(100)


-

$ -
KGI
International
Limited
$ 500

72,743,596
$ 72,744,096
$ 1,061,060

1,061,060

81,511,716

(9,828,680)

71,683,036
$ 72,744,096

408

TABLE 13-3

BALANCE SHEETS DECEMBER 31, 2016 (Expressed in U.S. Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents

Prepayments
Other current assets

Total current assets

NONCURRENT ASSETS
Property and equipment

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES

Other payable

Other payable - related parties

Total current liabilities

NONCURRENT LIABILITIES
Other noncurrent liabilities

Total liabilities

EQUITY
Common stock
Special reserve
Accumulated deficit

Total equity

TOTAL
Bauhinia 88
Ltd.
$ -

-

-


-

-

$ -

$ -

-


-

-


-

2
-

(2)


-

$ -
KGI Capital
(Hong Kong)
Limited
$ -

-

-


-


-

$ -

$ -


-


-


-


-

-
-

-


-

$ -
Global
Treasure
Investments
Limited
$ -
-

-


-


-

$ -

$ -

-


-


-


-

-
-

-


-

$ -
KGI
Hong Kong
Limited
$ 1,266,049

1,005,549

2,111,446

4,383,044

4,203,241
$ 8,586,285
$ 10,548,221

18,803,851

29,352,072

1,700,392

31,052,464

15,000

48,123
(22,529,302)
(22,466,179)
$ 8,586,285

409

TABLE 13-4

BALANCE SHEETS DECEMBER 31, 2016 (Expressed in U.S. Dollars)

ASSETS
KGI Nominees
(Hong Kong)
Limited.
CURRENT ASSETS
Cash and cash equivalents
$ -

Other receivable - related parties
1
Derivative asset
-
Prepayments

-

Total current assets

1

NONCURRENT ASSETS
Investments accounted for using
the equity method

-

TOTAL
$ 1


LIABILITIES AND EQUITY
CURRENT LIABILITIES
Other payable
$ -

Other payable - related parties

-

Total current liabilities

-

Total liabilities

-

EQUITY
Common stock
1
Retained earnings (accumulated
deficit)
-
Other equity

-

Total equity

1

TOTAL
$ 1
KGI Korea
Limited
$ -

72,750
-

-


72,750


-

$ 72,750

$ -


-


-


-

10,000
62,750

-


72,750

$ 72,750
KGI Asia
(Holdings)
Pte. Ltd.
$ 30,349
-
459,265

-


489,614

191,709,229

$ 192,198,843

$ 15,958
120,206,293

120,222,251

120,222,251

75,749,306
744,206

(4,516,920)


71,976,592

$ 192,198,843
KGI Capital
(Singapore)
Pte. Ltd.
$ 4,677

3,460,978

-

185

3,465,840

-
$ 3,465,840
$ 8,854

-

8,854

8,854

5,738,175

(1,777,696)

(503,493)

3,456,986
$ 3,465,840

410

TABLE 14-1

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 (In U.S. Dollars/RMB)

REVENUES
Operating revenue

Interest revenue

Total revenues

COSTS AND EXPENSES
Financial cost
Other operating expenses

Total costs and expenses

LOSS FROM OPERATIONS

SHARE OF PROFIT OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

OTHER PROFITS (LOSSES)

NON-OPERATING REVENUE AND
EXPENSE

NET LOSS FOR THE YEAR

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE LOSS FOR
THE YEAR
Richpoint
Company
Limited
$ -


-


-

446,517

26,458


472,975


(472,975)

(23,156,458)


1,427,204

(21,729,254)

(22,202,229)


435,329

$ (21,766,900)
KG
Investments
Holdings
Limited
$ -


3,596


3,596

1,273,306

96,790


1,370,096

(1,366,500)

(21,718,600)


8,479

(21,710,121)

(23,076,621)


587,895

$ (22,488,726)
KGI
International
Holdings
Limited
$ -


821,686


821,686

1,781,357

2,818,269


4,599,626

(3,777,940)

(20,047,353)

2,129,157

(17,918,196)

(21,696,136)


587,895

$ (21,108,241)
ANEW
Holdings
Limited
$ -

-


-

-

-


-


-

-

(22,464)


(22,464)


(22,464)


-

$ (22,464)
KGI
Investment
Advisory
(Shanghai)
Co., Ltd.
$ 4,288,341

-

4,288,341

-

5,648,141

5,648,141
(1,359,800)

-

829,286

829,286

(530,514)

-
$ (530,514)

411

TABLE 14-2

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 (In U.S. Dollars)

KG
Investments
Asset
Management
(International)
Limited
KGI Limited
PROFIT FROM OPERATIONS
$ -
$ -

OTHER PROFITS

17,391

774

NON-OPERATING REVENUE AND
EXPENSE

17,391

774

NET PROFIT FOR THE YEAR

17,391

774

OTHER COMPREHENSIVE INCOME
-

-

TOTAL COMPREHENSIVE INCOME
(LOSSES) FOR THE YEAR
$ 17,391
$ 774
Supersonic
Services Inc.
KGI
International
Limited
$ -
$ -

-

1,572,477

-

1,572,477

-

1,572,477

-

-
$ -
$ 1,572,477

412

TABLE 14-3

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 (In U.S. Dollars)

REVENUES
Interest revenue

Other income revenue

Total revenues

COSTS AND EXPENSES
Employee benefits
Depreciation and amortization
Other operating expenses

Total costs and expenses

PROFIT FROM OPERATIONS

OTHER REVENUE AND EXPENSE

NON-OPERATING REVENUE AND
EXPENSE

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
Bauhinia 88
Ltd.
$ -


-


-

-
-

-


-


-


-


-


-


-

$ -
KGI Capital
(Hong Kong)
Limited
$ -


-


-

-
-

-


-


-


-


-


-


-

$ -
Global
Treasure
Investments
Limited
$ -

-


-

-
-

-


-


-


-


-


-


-

$ -
KGI Hong
Kong Limited
$ 170

76,654,973

76,655,143

54,402,147

1,982,251

19,209,402

75,593,800

1,061,343

(568,966)

(568,966)

492,377

-
$ 492,377

413

TABLE 14-4

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 (In U.S. Dollars)

KGI Nominees
(Hong Kong)
Limited

REVENUES
Derivative assets
$ -

COSTS AND EXPENSES
Financial cost
-
Other operating expenses

-

Total costs and expenses

-

LOSSFROM OPERATIONS

-

OTHER REVENUE AND EXPENSE

-

NON-OPERATING REVENUE AND
EXPENSE

-

NET PROFIT (LOSS) FOR THE
YEAR

-

OTHER COMPREHENSIVE LOSS

-

TOTAL COMPREHENSIVE INCOME
(LOSS) FOR THE YEAR
$ -
KGI Korea
Limited
$ -

-

-


-


-


128


128


128


-

$ 128
KGI Asia
(Holdings)
Pte. Ltd.
$ 30,171

487,543

575,518


1,063,061

(1,032,890)


3,379,406


3,379,406


2,346,516

(1,910,247)

$ 436,269
KGI Capital
(Singapore)
Pte. Ltd.
$ -

-

60,180

60,180

(60,180)

(70,412)

(70,412)

(130,592)

(80,994)
$ (211,586)

414

  • 6.5 Any financial distress experienced by the company or its affiliated enterprises and impact on the company's financial status, in the latest year up till the publication date of this annual report:

None

415

VII. Review of Financial Conditions, Financial Performance, and Risk Management

7.1 Analysis of Financial Status

Unit: NT$’000

Year
Item
2016.12.31 2015.12.31 Difference
Amount %
Cash and cash equivalents,
Due from the central bank and call
loans to banks
100,196,911 112,215,613 (12,018,702) (11)
Financial assets at fair
value throughprofit or loss
159,280,102 157,780,085 1,500,017 1
Available-for-sale financial assets 106,359,065 70,643,015 35,716,050 51
Securities purchased under resell
agreements
29,883,158 52,622,253 (22,739,095) (43)
Receivables, net 92,190,214 100,754,149 (8,563,935) (8)
Current tax assets 855,145 990,101 (134,956) (14)
Discount and loans, net 252,376,992 217,780,328 34,596,664 16
Held-to-maturity financial assets, net 300,000 402,564 (102,564) (25)
Investment accounted for using the
equitymethod,net
12,675,804 10,775,665 1,900,139 18
Restricted assets 27,933,924 29,776,730 (1,842,806) (6)
Financial assets measured at cost 19,491,762 21,095,274 (1,603,512) (8)
Other financial assets 44,793,314 38,773,821 6,019,493 16
Investment property, net 2,179,356 2,048,311 131,045 6
Property and equipment, net 14,512,916 14,717,160 (204,244) (1)
Intangible assets, net 7,948,378 8,584,490 (636,112) (7)
Deferred tax assets 4,912,053 5,561,925 (649,872) (12)
Other assets, net 16,308,415 22,197,691 (5,889,276) (27)
Total assets 892,197,509 866,719,175 25,478,334 3
Deposits from the central bank and
banks
31,078,769 10,024,399 21,054,370 210
Financial liabilities at fair value
throughprofit or loss
51,565,266 39,898,179 11,667,087 29
Notes and bonds issued under
repurchase agreements
119,560,443 119,611,868 (51,425) (0)
Commercial paper payable, net 17,549,797 13,139,202 4,410,595 34
Payables 60,337,328 57,152,044 3,185,284 6
Current tax liabilities 826,620 911,029 (84,409) (9)
Deposits and remittances 315,451,964 325,312,132 (9,860,168) (3)
Bonds payable 27,684,236 28,618,692 (934,456) (3)
Other borrowings 19,878,458 21,809,459 (1,931,001) (9)
Provisions 1,373,667 1,419,454 (45,787) (3)
Principal received on structured notes 26,299,389 34,375,733 (8,076,344) (23)

416

Year
Item
2016.12.31 2015.12.31 Difference Difference
Amount %
Customers’ equity accounts-futures 36,066,932 30,698,500 5,368,432 17
Other financial liabilities 387,509 400,851 (13,342) (3)
Deferred tax liabilities 1,487,885 1,460,166 27,719 2
Other liabilities 15,552,208 13,116,729 2,435,479 19
Total liabilities 725,100,471 697,948,437 27,152,034 4
Equity attributable to owners of parent
Common stock 149,744,213 151,125,441 (1,381,228) (1)
Capital surplus 1,104,521 654,803 449,718 69
Retained earnings 16,798,782 18,507,160 (1,708,378) (9)
Other equity (1,782,652) (2,746,831) 964,179 35
Treasury shares (2,376,747) (2,376,747) 0 0
Non-controlling interests 3,608,921 3,606,912 2,009 0
Total equity 167,097,038 168,770,738 (1,673,700) (1)
Analysis of changes in financial ratios:
1. The increase of available-for-sale financial assets was due mainly to the increase of government bonds and
corporate bonds as of December 31, 2016.
2. The decrease of securities purchased under resell agreements was due mainly to asset allocation.
3. The decrease of net held-to-maturity financial assets was due mainly to the maturity of bonds.
4. The decrease of other assets was due mainly to the decrease of security borrowing deposits and collected for
underwriting payment of shares as of December 31, 2016.
5. The increase of deposits from the Central Bank and banks was due mainly to the increase of call loans from
banks as of December 31, 2016.
6. The increase of financial liabilities at fair value through profit or loss was due mainly to the increase of financial
bonds and interest rate exchange contracts payable as of December 31, 2016.
7. The increase of commercial paper payable was due mainly to asset allocation as of December 31, 2016.
8. The decrease of principal received on structured notes was due mainly to the decrease of the transactions of
structured notes as of December 31, 2016.
9. The increase of capital surplus was due mainly to the cancellation of treasury shares as of December 31, 2016.
10. The increase of other equity was due mainly to the decrease of unrealized losses on available-for-sale financial
assets as of December 31,2016.

417

7.2 Analysis of Financial Performance

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Year
Item
2016 2015 Difference
Amount %
Interest profit, net 7,059,502 9,107,813 (2,048,311) (22)
Noninterest profits and gains, net
Service fee, net 7,507,892 8,966,809 (1,458,917) (16)
Gain on financial assets or
liabilities measured at fair value
throughprofit or loss,net
4,915,778 4,508,034 407,744 9
Realized gain on
available-for-sale financial
assets,net
2,114,743 3,769,306 (1,654,563) (44)
Foreign exchange gain, net 624,713 (1,109,121) 1,733,834 (156)
Impairment loss on assets, net (1,221,155) (983,978) (237,177) 24
Share of the profit of associates 378,606 439,558 (60,952) (14)
Gain on financial assets measured
at cost,net
2,407,290 2,462,248 (54,958) (2)
Consulting service revenue 1,189,120 1,092,892 96,228 9
Others 2,151,239 1,455,050 696,189 48
Total net revenues 27,127,728 29,708,611 (2,580,883) (9)
Reversal of allowance (allowance)
for bad debts and losses on
guarantees,net
(751,478) 329,789 (1,081,267) (328)
Operating expenses (19,265,421) (21,595,413) 1,329,992 (6)
Net profit before income tax 7,110,829 9,442,987 (2,332,158) (25)
Income tax expense (1,123,925) (827,812) (296,113) 36
Net profit for the year 5,986,904 8,615,175 (2,628,271) (31)
Analysis of changes in financial ratios:
1. The decrease of net interest profit was due mainly to the decrease of interest incomes in securities financing
and refinancing, trade financing, and loans and discounts of 2016.
2. The decrease of realized gain on available-for-sale financial assets net was due mainly to the decrease of gain
on stock disposal of 2016.
3. The increase of foreign exchange gain mainly due to exchange rate fluctuations in 2016.
4. The increase of impairment loss on assets net was due mainly to the increase of the recognition of the
impairment loss of 2016.
5. The increase of noninterest profits and gains-others was due mainly to the increase of underwriting business
income of 2015.
6. The increase of reversal of allowance for bad debts and losses on guarantees net was due mainly to the
increase of bad debts
7. Income tax expense increased mainlydue to the increase in the amount of taxable income in of 2016.

418

7.3 Analysis of Cash Flow

7.3.1 Remedy for Cash Deficit and Liquidity Analysis

Item Year
2016
2015 Variance (%)
Cash Flow Ratio (%) (12.73) (16.86)
4.13
Cash Flow Content Ratio (%) (3,706.61) (33.11)
(3,673.50)

Analysis of financial ratio change: The decrease of cash flow ratio was due mainly to the decrease of cash flows generated from investing activities of 2016.

7.3.2 Improvement plan of Illiquidity

Not applicable.

7.3.3 Cash Flow Analysis for the Coming Year

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Cash and Cash
Equivalents,
Beginning of
Year
Estimated Net
Cash Flow
from
Operating
Activities
Estimated Net
Cash Flow
from
Investment
and Financing
Activities
Estimated Cash
Surplus
(Deficit)
Remedy for cash deficits
++ Investment
Plans
Financing
Plans
1,357,441 2,188,886 20,719,849 24,266,176
Cash flow analysis for the current year:
1. Operating activities: Net cash flow mainly generated from the dividend received from subsidiaries.
2. Investing activities: Net cash flow mainly generated from capital reserve is distributable as dividend
shares by cash on investments accounted for using the equity method.

Note: The finance of CDFH and the subsidiaries operates independently. Thus, the financial information of cash flow analysis for the coming year is not consolidated.

7.4 Major Capital Expenditure Items

None

419

7.5 Investment policies in the last year; describe any causes of profit or loss, improvement plans, and investment plans for the next year

7.5.1 Investment policy in the most recent year

The Company made no significant changes to its investment policy in the last year. It has been supporting the government's strategies while establishing itself as the most distinguished financial group among the world's Chinese-speaking population. The Company's investments have been aimed toward achieving long-term growth and stable returns.

7.5.2 Causes of profit and improvement plans

In 2016, the world economy began a slow recovery, with markets consolidating in an effort to stabilize. Among major economies, the US realized decent gains, achieving solid growth in the job and housing markets and steadily increased private spending, which provided a foundation for the Federal Reserve’s roadmap for interest rate hikes. With a more relaxed policy environment, the Eurozone was resilient amid post-Brexit political and market turmoil. China continued rolling out stimulus programs in an effort to expedite industry transformation and economic structural reform. In 2016, Taiwan’s GDP growth advanced to 1.5% amid a global recovery. According to Taiwan Securities Association, aggregate TWSE and TPEx daily turnover averaged NT$98.7 billion in 2016, representing a 14.5% decrease over 2015. The Taiex opened at 8,338 last year and closed at 9,253, representing a yearly gain of 10.98%.

CDF continues to focus on its three core businesses, including commercial banking (KGI Bank), securities (KGI Securities) and private equity/venture capital investment (CDIB Capital Group) with the most completed lineup of financial services and products. However, due to ongoing international political and economic upheaval and market uncertainty, financial markets experienced varying levels of volatility in 2016, which created a challenging environment for trade across markets. Under these circumstances, shrinking turnover in a FINI-dominated Taiex dampened local brokerage performance and hindered asset monetization plans of principal investment. Meanwhile, the commercial banking unit yielded lower net profit due to intensifying pricing competition among peers on lending margins, and due to pressure to adjust credit mix catering to China’s structural economic slowdown.

Outline of 2016 highlights and strategies for the Company’s core business units: (1) KGI Bank - In response to the financial world’s changing landscape and to leverage resources within the Company, KGI Bank established the Retail Banking Group that specializes in

420

providing clients with a customized experience. As for Corporate Banking business, the bank continually delivers each customer with its cash management, trade finance along with trading products and ensures each client’s needs are itemized and assigned to the appropriate people that specialize in appropriate solutions. For Global Market segment, KGI Bank strives to optimize asset allocation and deliver consistent returns to clients. Moreover, it maintains close relations with multiple channels to access corporate clients, entrepreneurs, and professional investors to market financial products and offer wealth and asset management services. (2) KGI Securities: With retail investors increasingly stranded on the sidelines and FINI growing in dominance over the last few years, the liquidity structure of the Taiex has fundamentally changed. In a challenging marketplace characterized by sluggish daily trading and declining margin loan balance, KGI Securities has managed to maintain its leading position and competitive edge across the board, including underwriting, bonds and warrants. KGI Securities also remains active in wealth management, providing customers with more competitive financial services through identification of investment needs, risk profiling and a diversified product mix. With regard to KGI Securities’ overseas deployment, the Singapore subsidiaries have delivered steady business growth, with the futures unit continuing to gain new clients and the brokerage house greatly enhancing average margin loan balance. (3) CDIB Capital Group: Despite overall gains across local and foreign stock markets, performances among sectors were a mixed bag in 2016 due to volatility. A number of postponed IPOs also undermined portfolio returns and valuations of the principal investment business. On the other hand, the fundraising and management business saw visible progress. As for fundraising progress for newly launched funds, Alibaba Taiwan Entrepreneurs, a commitment of US$100 million, was established in 2Q16 with Alibaba Group. In addition, the establishment of CDIB Capital Innovation Accelerator Co. Ltd. with fund size of NT$750 million has been completed in March 2017. Total assets under management reached NT$30 billion.

In 2017, the new US administration’s trade policy has increased global uncertainties, though its pro-growth sentiment is deemed a catalyst of domestic hiring, spending and capex, which would be a major boost to global supply chain growth. We project Taiwan’s economic growth rate to advance to 2% in 2017, buoyed by foreign demand and stimulus packages. Some key risks to monitor include the rate of slowdown in China and a shift to protectionism by the US. In response to the challenges thrown up by a changing market landscape, KGI Bank will strengthen its IT infrastructure to tap into FinTech opportunities. It is seeking to expand its customer base through perfection of its product scope. Leveraging an e-commerce platform, it is committed to scaling up operations with a niche Asia-Pacific commercial-banking business model. KGI Securities, meanwhile, will focus on implementing cost control mechanisms as it fully transforms into a wealth management-oriented business, pursuing overseas profit growth. By optimizing resource efficiencies, KGI Securities will strive to become the most competitive investment bank

421

in Taiwan. Formerly known as CDIB, the venture capital entity has transformed its business under guidelines of CDF’s strategic roadmap and national policy, and reincorporated as CDIB Capital Group on March 15, 2017, realigning its core business with capital sourcing and management of private equity (PE) and venture capital (VC) funds. It aspires to become a distinguished PE/VC manager within the Asia-Pacific by leveraging the team efforts of the group’s talents.

7.5.3 Investment plans for the coming year

The Company will continue identifying investment/merger/acquisition prospects that can further expand businesses for KGI Bank and KGI Securities. When the timing is right, decisions will be made in accordance with laws and policies.

422

7.6 Evaluation of risk management practices, on a consolidated basis, for the

last year up till the publication date of this annual report

7.6.1 Risk management framework and policies of the financial holding company and its subsidiaries

A. Risk management framework

The Company has a set of defined authorities in place to manage risks. Below is a description of the Company's risk management framework:

==> picture [439 x 203] intentionally omitted <==

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

China Development
Financial
Risk Management Division
KGI Bank CDIB KGI Securities
Risk Management and Risk Management
Risk Management
Audit Division Department
Division
----- End of picture text -----

To ensure independent and adequate management of risk exposures, the Company has created a Risk Management Division that is responsible for the establishment and execution of risk management systems, policies and practices throughout the financial group.

All main subsidiaries are required to establish their own Risk Management Divisions, whether in the manner stated in law or customized according to their business nature. These Risk Management Divisions are responsible for the establishment and execution of risk management systems, policies and practices for the respective subsidiaries, depending on the characteristics of their business activities. The Company and its main subsidiaries have each assembled their own Risk Management Committee to monitor risk exposure. Together, they contribute to the proper functioning of the group's risk management system.

China Development Financial

"Risk Management Division" - Responsible for the planning, execution and maintenance of the Company's risk management policies, while supervising subsidiaries to ensure their compliance to the Company's risk management system as well as existence of effective risk management practices.

423

CDIB

"Risk Management and Audit Division" - Responsible for the establishment and execution of risk management policies and systems, implementation of risk monitoring and reporting practices, control of trade risks, regular review of the risk management system, and credit assessment/industry risk assessment for direct investment projects.

KGI Bank

"Risk Management Division" - Responsible for the establishment and execution of risk management policies and systems, implementation of risk monitoring and reporting practices, control of trade risks, and regular review of the risk management system.

KGI Securities

"Risk Management Department" - Responsible to the establishment and execution of risk management policies and practices, allocation of capital and resources, control of trade risks, regular review of the risk management system, procedures and adequacy, while ensuring the consistency of risk limits and policies and the effectiveness of risk management efforts.

B. Risk management policy

The Company follows world's latest trends and combines business management with risk management to create a business strategy and corporate culture that values risk management. Its business strategies are formulated based upon quantitative and qualitative risk measurements. The Company maintains its risk management policies in reference to international standards (i.e. Basel Capital Accord), regulations and business development strategies.

These policies are further adopted by subsidiaries depending on their distinctive business size, business characteristics, management requirements, risk attributes, and sources of market/credit/operational risks.

In addition, the Company also concerns about the risk and impact of climate / social changes on financial markets and the economic environment, therefore, the Company adjusts its investment and financing policies accordingly. The Company, while pursuits to maximize shareholder’s equity, also takes great consideration of corporate social responsibility.

424

7.6.2 Methods adopted by the financial holding company and its subsidiaries for the assessment and control of risks, and disclosure of quantified risk exposures

A. General disclosure

  • (1) Strategies and procedures

The Company and subsidiaries adopt different risk management procedures based on applicable regulations and their respective risk management policies and business strategies.

  • (2) Risk management organization and framework

The Company's risk management organization comprises of the board of directors, the executive management, the Risk Management Committee (and sub-committees thereof) and three lines of defense.

First line of defense: The business/trading/operational teams are the means through which the Company generates income and where all sources of all risks arise. They represent the first line of defense to the Company's risk management efforts. These teams are bound by strict rules to conduct risk assessment prior to business engagements and follow-up tracking after business is completed.

Second line of defense: The risk management team is responsible for the planning, execution and maintenance of the Company's risk management policies, while monitoring the effectiveness of the overall risk management system.

Third line of defense: The audit team is responsible for ensuring proper creation and compliance of the risk management system, models, and procedures.

  • (3) Scope and features of the risk reporting/assessment system

The market risk report covers details such as trading position, gains/losses, limit utilization, stress test, portfolio risks, and occurrence of any exceptional events. The credit risk report covers details such as credit quality analysis, limit utilization, portfolio assessment, stress test, and occurrence of any major credit risk event. The operational risk report covers details such as event exposures, distribution of business activities/risk events, individual case descriptions, and any issues concerning operational risks.

Factors analyzed by the market risk assessment system should cover all market risks associated with the bank's trading positions, including interest rates, exchange rates, securities/derivative prices, and volatility of options instruments relating to the above. The credit risk assessment system has been developed based on characteristics of the Company's business activities. It takes into consideration both quantitative and qualitative risk factors. The Company adopts the basic indicator approach to evaluate the level of capital needed to cover operational risks. It has also developed a risk

425

control self-assessment (RCSA) system, an event reporting system, and a risk indicator control system to manage operational risks.

  • (4) Market risk avoidance or mitigation policies, and strategies and procedures undertaken for monitoring the effectiveness of risk mitigation tools

Market risk exposures and hedging positions are managed using Risk Manager. The system takes into account correlations and risk mitigation effects when calculating portfolio VaR, and is capable of calculating VaR for subsidiaries on a standalone basis and for the financial group on a consolidated basis. It enables quantitative market risk management model to be consistently applied throughout the financial group. Uses of credit risk mitigation tools mostly involve obtaining additional collaterals. Collaterals that are placed in the form of liquid securities are valued at market price, whereas other types of collaterals are valued regularly by professional reviewers. Stringent procedures have been taken to ensure the adequacy of risk mitigation tools. Should customer exhibit any sign of deterioration in credibility, the Company would escalate its review and tracking efforts, and take necessary actions such as demanding early repayment or additional collaterals. Customers who are given unfavorable internal credit ratings and present revenue opportunities that do not compensate their risk profiles will be avoided business involvements. Each counterparty is assigned credit limit based on their ratings. In addition, limits are imposed both on a single-party basis and across all counterparties of the same credit rating for better control of settlement risks. The Company manages operational risks in one of four ways: acceptance, avoidance, transfer/mitigation, or control, depending on the frequency and impact of each operational risk event. Prior to launching new services or financial products, the Company would identify risks and evaluate the procedures involved, and address them through internal discussions. Furthermore, by utilizing risk controls and self-evaluation practices, the Company is able to assess residual risks on a regular basis and continue to make sure that its risk control solutions remain effective.

B. Approaches undertaken by subsidiaries to manage and quantify risk exposures

(1) KGI Bank

Market risk

For each type of financial instrument, the Company sets limits on notional principal and VaR exposures based on budgeted earnings and business plans for the year. These limits are subject to approval by the board of directors (whereas sensitivity limits and stop-loss limits are subject to additional reviews by the Asset and Liabilities Committee) and will be used to guide operations of the Treasury Division. The Settlement Department is responsible for assessing gains and losses of holding positions on a daily basis, whereas the Risk Management Division is responsible for

426

the daily monitoring of VaR and regular stress testing of outstanding positions to avoid exposure to excessive price risks. All above information is regularly reported to senior management and the Risk Management Committee.

The market risk management report covers changes of risk exposure in the trading book and the banking book. The types of measurements used include the notional position, fair value, sensitivity indicators, and VaR.

Credit risk

The bank has a set of standard procedures on credit risk identification, measurement; disclosure and reporting that apply consistently throughout the bank. These procedures cover every step of the credit process from customers' prerequisites, credit assessment, credit approval, exceptional approval, risk monitoring, credit review, non-performing loan management, to documentation.

The bank has been actively developing its quantitative risk assessment model to evaluate customers' default risks and for several other uses such customer selection, risk-based pricing and limit management. The model incorporates the use of both internal and external credit ratings to establish credibility of borrowers, financial counterparties and securities. The methodology and technology that the bank adopts to develop internal ratings are similar to those used by internal credit rating agencies. Apart from internal ratings, the bank also applies high frequency monitoring to reflect customers' credit status, thereby allowing timely adjustment of risk limits and response to risks of potential losses.

The Risk Management Division makes regular portfolio risk reports to the Business Risk Committee, the Risk Management Committee, and the board of directors. The report aims to monitor changes in asset quality by tracking credit risk indicators such as portfolio risk composition, non-performing loan ratios, loan loss ratios, etc. In addition, credit risk capital assessments and stress testing are also conducted on a regular basis.

Operational risk

For effective management of operational risks, the bank has robust internal control systems and standardized procedures in place to guide regular business activities. Meanwhile, verifications and systematic controls have been established at various control points. These verification measures and systematic controls are constantly reviewed through self-assessments, internal audits, and risk analyses to ensure that they remain effective. In addition, the bank has created emergency response plans and off-site backups in accordance with government policies to react and control possible

427

losses, and ensure business sustainability in the event of a major accident.

Each department has been trained to report operational risk events and losses, as defined in the new Basel Capital Accord, in accordance with the bank's policies, which therefore provides the bank with a full picture of the operational risk event as well as the adequacy of existing procedures, systems and training that can be further evaluated, analyzed, controlled and improved upon. The bank has made a full-scale implementation of key risk indicators (KRI), which are monitored and analyzed on a regular basis.

Liquidity risk

In addition to making regular assessments and reports of liquidity to the authority, the bank also keeps track of changes in liquidity ratios and evaluates the stability of various funding sources to anticipate liquidity positions. These assessments help the bank adjust its asset allocation or funding strategies.

(2) KGI Securities

Market risk

KGI Securities has implemented market risk management policies, product guidelines, and followed the Company's risk appetite to allocate market risk (economic) capital. Market risk limits have been established and are monitored on a daily basis to keep risks within controllable levels.

KGI Securities uses MSCI Risk Manager to achieve quantitative management of market risks. This system has the capability to take all of the Company's positions into calculation and produce daily analyses covering anything from equity risks, interest rate risks to exchange rate risks. The calculations are used to adjust parameters for various derivative models. Meanwhile, the Risk Management Department monitors market risk limits of individual business departments on a daily basis to ensure proper allocation of market risk capital.

To ensure the credibility of predictions made, the VaR model is regularly validated by the Risk Management Department through back testing exercises. In addition, the Risk Management Department performs stress testing and scenario analyses using a variety of scenarios to determine the Company's risk tolerance.

Credit risk

The company applies different credit risk assessment methods depending on issuer's/counterparty's credit rating, transaction nature or the product type involved. Credit risk limits are set based on the company's credit risk capital, net worth, concentration of exposure among other factors. Credit standing of counterparties,

428

holding positions and collaterals are reviewed on a regular basis; utilization of credit limits is reported regularly to the relevant departments and the senior management.

The company may convert external ratings into internal ratings when evaluating credit status of its counterparties or traded instruments. The company recognizes external ratings published by: TCRI, Taiwan Ratings, S&P, Moody, and Fitch; these ratings are converted to correspond to the company's internal ratings of 1 ~ 9. External ratings of counterparties and securities are constantly updated, with credit limits adjusted accordingly to reflect the change in credit.

The Risk Management Department applies for credit risk capital to the board of directors on a yearly basis. In addition to setting limits on expected losses for the entire company, individual grades, and individual subsidiaries the company also sets limits on counterparties' pre-settlement risks (PSR) and concentration in terms of country, industry, single counterparty, single group, high-risk industry, and high-risk groups. Through daily monitoring of credit risk exposures and changes in counterparty/security risks, the company is able to maintain control over the use of credit limits and hence manage credit risks.

Operational risk

Each department within KGI Securities is responsible for managing operational risks. From authorization, process flow to execution, each department is required to comply with the principle of segregated duties and independence. Operational risk management covers a wide range of internal controls including data security, information maintenance, clearing and settlement, trade confirmation, report preparation, segregation/division of responsibilities, and related party transactions.

Any operational risks that arise in relation to a department's business activities are checked and controlled by the back office (e.g. the Settlement Department and IT Department). In addition, the Audit Department is responsible for ensuring that all practices conform to the company's procedural and control guidelines as well as external regulations.

All departments are required to comply with the company's "Exceptional Event Reporting Guidelines" in the occurrence of any exceptional events. Upon being notified, the Audit Department will evaluate the event and escalate it to the Chairman and President for more effective management of operational risk losses.

(3) CDIB Capital Group (formerly CDIB)

Market risk

CDIB Capital Group had transferred all treasury businesses to KGI Bank on May 1,

429

  1. It no longer engages in derivative trading. Its market risk exposures comprise entirely of foreign currency risks and equity securities risks; it has no exposure to interest rate risks, whereas its holding positions have greatly reduced from previous levels.

Credit risk

CDIB Capital Group had transferred all credit businesses to KGI Bank on May 1, 2015. CDIB Capital Group currently does not engage in the lending business, and any credit risk exposure it has are unrelated to lending activities. Its credit risk exposure comprises only of issuer credit risk and counterparty credit risk; most of which are TWD and foreign currency deposits placed at peer banks (including multilateral development banks).

Operational risk

CDIB Capital Group has operational risk management guidelines and policies in place to manage operational risks. The risk management system has been planned in such a way that enables segregation, independence and accountability of employees' duties, while making sure that audit trails can be verified in a feasible manner.

Operational risks are managed primarily using an RCSA system, an event reporting system, and a risk indicator control system. The RCSA system requires quantification of expected losses and chances of occurrence for every risk factor; the operational event reporting system requires calculation of financial as well as non-financial losses; whereas the risk indicator system also uses quantified information to monitor and activate alerts.

CDIB Capital Group has been executing internal controls and audits in compliance with the authority's demands, and is constantly improving its foundation works to minimize operational risks.

Liquidity risk

Before transformed and renamed to CDIB Capital Group, CDIB had liquidity risk management guidelines and policies in place. It estimated future capital requirements and monitor liquidity using a variety of indicators. It also ensured liquidity by managing its liquidity gaps.

430

7.6.3 Financial impacts and responsive measures in the event of changes in local and foreign regulations

  • A. The 23 articles of the "Money Laundering Control Act" were revised, announced on December 28, 2016. While the FSC and Bankers Association are now drafting specific measures pertinent to the revisions, the Company’s subsidiaries will revise their internal rules once they are announced.

  • B. Articles 4 and 30-1 of the Financial Consumer Protection Act were revised, announced on December 28, 2016. The Company’s subsidiary bank has informed relevant departments of the announcement and required qualification review for professional investors, in compliance with the Act.

  • C. Article 2 of the Regulations of Investment Ceilings and Guidelines Governing Financial Holding Company’s Venture Capital Subsidiaries Investing in Non-financial Enterprises Not Listed on Taiwan Stock Exchange or Taipei Exchange was revised, announced on December 15, 2016. The ceiling of investment in key emerging industries was raised for venture capital subsidiaries.

  • D. The Directions Governing Anti-Money Laundering and Countering Terrorism Financing of Banking Sector were revised, announced on December 2, 2016. The Company’s subsidiary bank has accordingly revised its rules for anti-money laundering and countering terrorism financing.

  • E. Articles 15-1 and 19 of the Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries were revised, announced on July 5, 2016, to allow banks to apply to the supervisory authority for permission to adopt a risk-oriented internal audit system and the supervisory authority to ask a bank to apply if necessary on considerations of the bank’s assets, operating risk, etc. The Company’s bank subsidiary will evaluate whether it will do so.

  • F. Article 6 of the Rules Concerning Cross-Selling by Financial Holding Company Subsidiaries was revised, announced on February 19, 2016, to stipulate the new cross-selling scope in other industries. The Company’s cross-selling rules already comply with the revised rules and therefore need no revisions.

431

7.6.4 Financial impacts and responsive measures in the event of technological or industrial changes

  • A. Adjust investment focus and diversify risks Participants of the electronic industry are migrating into China given the rising cost of production. With the absence of a strong brand, Taiwanese high-tech companies have no choice but to continue their low-margin OEM productions. Given the dwindling profitability of the electronic OEM industry, it is necessary for the Company to adjust its investment strategies that were previously focused on the electronics business. First of all, the Company will be limiting its involvement in the electronics industry to businesses characterized by break-through technological applications or those that are still in the phase of high growth, such as touch-interactive multimedia, Internet of things, and biotechnology. Secondly, petrochemical and steel industries of monopolistic advantage and healthcare, tourism, culture, creativity, and green energy businesses may also offer favorable prospects. Meanwhile, given the rapid growth of consumer spending in China and other emerging markets, both in terms of quantity and quality, the Company will also is devoting part of its focus to this area as it diversifies its concentration from the high-tech industry.

  • B. Integrated services and innovation Given how new financial instruments have evolved over time, the Company will aim to explore new business opportunities by offering customized Total Solutions to customers, while at the same time develop new financial instruments and investment solutions to satisfy institutional customers' needs for diversity and hedging. These solutions will be complemented by foreign currency and derivative instruments to help customers control financial risks and lower business costs to a greater extent. Furthermore, the Company has also been introducing innovative features to mobile trading and Internet banking services, as online payment and cross-border banking services mature.

  • C. Cross-strait opportunities and asset management Given the ongoing deregulations to cross-strait commerce, the Company will be leveraging on its venture capital and investment banking expertise to work with private equity funds around the world for the creation of world-class venture capital and private equity funds, and establish itself as a key Asian investment partner to global investment institutions. Furthermore, investment banking services including financial advisory and underwriting will also play a key part in the Company's future strategies, for which the Company will aim to integrate resources across subsidiaries and capitalize on cross-strait M&A opportunities by offering end-to-end financial advisory from initial investment to IPO. Meanwhile, the Company has been actively transforming towards asset management services. Through a series of fund raising programs, the Company will expand its venture capital and private equity services from Taiwan into China and Asia Pacific. This new service will transform the Company's businesses by adding value as well as management fee income, and ultimately establish its reputation of a world-class private equity fund manager in Asia Pacific.

432

7.6.5 Impacts and responsive measures in the event of change in corporate image of the financial holding company and subsidiaries

The Company adopts a robust internal control system as well as the use of spokesperson and acting spokesperson. Upon discovery of any media coverage that does not conform to the underlying truth and is likely to compromise the image of the Company or its subsidiaries, the Company will notify TWSE immediately to host a press conference and clarify the misreported facts. After the press conference, information will be updated to MOPS as required by law.

7.6.6 Expected benefits, risks and responsive measures of planned mergers or acquisitions

Expected benefits include: business diversity, comprehensive service to customers, exposure to broader markets and opportunities, cost reduction through scaled economy, full integration of resources, and improved competitiveness.

Mergers/acquisitions may be prone to a number of risks such as high costs, inaccurate financial information, different M&A practices and laws adopted in other parts of the world, obstacles in business integrations, and inability to realize the expected benefits. Responsive measures that can be taken to minimize risks and increase yields from an M&A project include: active control over price range, extensive research to the financial status of the acquired, understanding of local commercial practices and laws, and execution of necessary reforms, training and reorganization after the merger/acquisition is completed.

7.6.7 Risks and responsive measures associated with concentration of business activities

The Company is somewhat overweight on the manufacturing industry, particularly in the high-tech segment such as PC, communication, electronic components, optoelectronics and semiconductors. This concentration was largely due to the growth pattern of Taiwan's industries.

To reduce industry concentration, the Company has recently been growing its private equity fund services as means of cutting back investment of proprietary capital, while at the same time earning revenues in the form of fund management fees. Meanwhile, the Company has also been shifting its investment focus towards non-electronics such as: green energy, private spending, culture, creativity, and healthcare. In terms of regional allocation, the Company has been increasing its investment position in overseas locations and China, and is constantly exploring ways to diversify and avoid concentration in any particular industry or region.

Apart from venture capital investments, the Company also places great emphasis in growing commercial banking and securities services to reduce business concentration.

433

Furthermore, the Company uses single customer limits and customer limits to further reduce concentration of business activities.

7.6.8 Impacts, risks and responsive measures following a major transfer of shareholding by directors, supervisors, or shareholders with more than 1% ownership interest

The Company's shares are held by a diverse group of shareholders. No single shareholder owns any significant percentage of the Company, therefore no transfer of shareholding by any director or major shareholder with more than 1% ownership interest would result in any significant change in shareholding structure, and neither would the transaction pose any immediate impact or risk to the Company.

7.6.9 Impacts, risks and responsive measures associated with a change of management

The Company's management is fairly stable and is not prone to any significant changes.

7.6.10 Litigation and non-contentious cases

Major litigations, non-contentious cases, or administrative litigations involving the financial holding company, its subsidiary or any director, supervisor, president, person-in-charge, or major shareholder with more than 1% ownership interest, whether concluded or pending judgment, that are likely to pose significant impacts to shareholders' equity or securities prices of the financial holding company. Disclose the nature of dispute, the amount involved, the date the litigation first started, the key parties involved, and progress as of the publication date of this annual report

A. China Development Financial Holding Corp

During the 2009 annual general meeting held by Taiwan International Securities Corp. ("TISC"), one of the Company's subsidiaries, TISC had omitted the Company's director/supervisor votes from the election and hence made an incorrect announcement of the elected directors/supervisors. In an attempt to protect its interests, the Company filed litigation in July 2009 with the Taipei District Court, claiming that representatives appointed by the Company and CDIB Strategic Venture Fund Ltd. ("CDIB SVF," which was later merged into CDIB Venture Capital Corp. on November 1, 2015) should be elected as directors/supervisors. On June 4, 2010, the Taipei District Court ruled to acknowledge the Company's vote in the 2009 TISC annual general meeting, and recognized the Company's and CDIB SVF's representatives as elected directors/supervisors. Appeals were made to the district court decision, and on July 12, 2011, the Taiwan High Court ruled to dismiss the Company's claims and appeals on the basis that all shareholding in TISC had already been disposed and no further benefits would yield from the dispute. The high court's decision was reversed by the Supreme

434

Court on July 19, 2012. On December 28, 2016, all litigants agreed to close the case.

B. KGI Commercial Bank Co., Ltd. ("KGI Bank")

On December 19, 2012, Chinatrust Commercial Bank and Shanghai Commercial & Savings Bank (collectively referred to as "Plaintiff") claimed that: the third charge (the "Disputed Charge") that Prince Motor Co., Ltd. ("Prince Motor") and Prince Investments Ltd. ("Prince Investments") had placed upon Dunnan Prince Building (the "Disputed Property," which was jointly owned between Prince Motor and Prince Investments) in September 2007, totaling NT$ 1,950,000,000 in favor of KGI Bank, was made without reciprocal benefits and had been detrimental to the claims of other creditors. For this reason, the Plaintiff requested to revoke Prince Motor's and Prince Investments' charge to KGI Bank and to clear the Disputed Property of the Disputed Charge. Given the fact that the Disputed Property had already been entrusted to United Real Estate Management Co., Ltd. ("URMC") since January 2008, the Plaintiff further demanded to have KGI Bank return the NT$ 1,786,318,000 received from the disposal of the Disputed Property back to URMC. On February 14, 2014, Taipei District Court ruled to revoke the Disputed Charge that Prince Motor and Prince Investments had placed in favor of KGI Bank, which make KGI Bank liable to pay NT$ 1,786,318,000 to URMC. KGI Bank filed an appeal against the decision, and the case is currently being reviewed by Taiwan High Court.

C. KGI Securities Co., Ltd. ("KGI Securities")

On September 24, 2002, investor Huang brought 11,000,000 shares of Jen-Hsin Securities Co., Ltd. ("JHSC") to JHSC's stock affairs department in an attempt to have them transferred to a third party; but because of incomplete documentation, the transfer could not be completed and the shares were placed under temporary custody of the stock affairs department. These shares were later taken away by JHSC Vice President Yang, for which JHSC requested a court order on November 6, 2002, to have Yang surrender the shares. The request for court order turned into litigation as Yang protested. After acquiring JHSC, KGI Securities assumed the case and notified Huang to participate in litigation. On August 29, 2003, Taipei District Court ruled against the favor of KGI Securities (referred to as "Initial Decision" below), which KGI Securities accepted without appeal. Huang disagreed with the decision and filed a lawsuit in July 2004 against Yang and KGI Securities (as joint defendants) in an attempt to revert the Initial Decision and recover the misappropriated shares or NT$ 90,379,000 plus statutory interest. On March 24, 2006, Taipei District Court ruled in favor of KGI Securities, which Huang disagreed and appealed to the decision. This case has been remanded by the Supreme Court and was reviewed by Taiwan High Court. In the meantime, Huang changed claims to have KGI Securities pay a sum of NT$ 90,379,000 plus interests accruing from July 22, 2004, until

435

September 21, 2009, on the basis that the Initial Decision was final and KGI Securities could no longer recover shares from Yang; also, an alternative claim for 2,000,000 shares of JHSC and a sum of NT$ 73,946,000 plus statutory interest was made against Yang and KGI Securities. On October 16, 2014, the case was again remanded back to Taiwan High Court by the Supreme Court for another trial. Taiwan High Court ruled on October 25, 2016 that KGI Securities should pay NT$90,379 to Huang when he transfers the shares in contention, with his ownership rights transferred to another individual without any conditions. Both KGI Securities and Huang disagreed and appealed the decision.

D. China Development Industrial Bank ("CDIB")

  • (1) Following the prosecutor's investigation into the financial distress of Far Eastern Air Transport ("FAT") in February 2008, a total of 9 people including Hu, Tsui and Chen were indicted. Due to the fact that Hu had once been CDIB's director representative at FAT, FAT thus made a civil claim on top of its criminal claim and held Hu and CDIB jointly liable for compensating NT$ 677,199,000 in damages plus statutory interest. FAT's criminal claims were concluded on September 28, 2012; during which Hu was ruled not guilty and the criminal court thus rejected FAT's civil claim against CDIB. FAT disagreed with the decision and requested the prosecutor to appeal to Hu's criminal judgment, while at the same time making a civil claim of NT$ 660,000,000 plus statutory interest against CDIB. Taiwan High Court later ruled Hu not guilty on January 28, 2016, which once again resulted in the rejection of FAT's civil claim against CDIB. FAT still disagreed and requested the prosecutor appeal Hu's criminal judgment, while at the same time making another civil claim.

  • Meanwhile, FAT filed another lawsuit in July 2013 against Yageo Corporation, Fontainebleau Co., Ltd., Yong Chun Co., Ltd. and CDIB, claiming that it was the defendants' lack of care while serving as directors/supervisors that resulted in the embezzlement of FAT's assets, for which the defendants were held liable to pay a compensation of NT$ 100 million plus statutory interest. On December 30, 2014, the Taipei District Court ruled against FAT's, which FAT appealed. The Taiwan High Court ruled in CDIB’s favor on April 14, 2016. FAT disagreed and appealed again. The Supreme Court rejected FAT’s appeal on November 30, 2016, making it certain that CDIB was not liable for compensation to FAT.

  • (2) CDIB Capital Group previously engaged Morgan Stanley in a USD$ 275-million Stack 2006-1 CDO Superior Swap deal, which CDIB Capital Group suspected Morgan Stanley of having been involved in miss-selling that resulted in the heavy losses endured by CDIB Capital Group. CDIB Capital Group had submitted its brief to the Supreme Court of the State of New York on July 15, 2010, and the case is currently undergoing legal proceedings.

436

E. CDIB Capital Management Corporation (“CCM”, previous name: CDIB Private Equity Corporation)

On November 12, 2013, CCM (previously known as "CDIB Private Equity Corp.") received a brief of complaint from Securities and Futures Investors Protection Center (SFIPC), claiming that Powercom Co., Ltd. ("PCM") had misstated or omitted information in financial statements dated between 2009 first quarter and 2011 third quarter as a result of negligence by CCM's director representatives at PCM (two director representatives were appointed during this time). SFIPC then held CCM jointly responsible for PCM's release of false financial information that resulted in investors' losses, and thus made a claim of NT$ 592,648,000 plus statutory interest against CCM, PCM and the two directors. The case is currently being reviewed by New Taipei District Court.

7.6.11 Other key risks and responsive measures

None

437

7.7 Risk Management and Response Mechanism

In order to ensure the completeness, validity and reasonability of the risk management mechanism, CDF has established the “guideline for security maintenance” in accordance with the “Regulations Governing the Security Maintenance and Administration of Financial Institutions”, promulgated by the Financial Supervisory Commission, and with the relevant standards issued by the Bankers Association of the Republic of China. In comply with the abovementioned guideline, head of CDF’s Operations and Technology Department, as an appointed supervisor, shall coordinate and supervise all subsidiaries to establish and implement its own crisis response policy accordingly.

KGI Bank has taken similar measures, namely its "Operational Crisis Response Procedures and Emergency Response Procedural Guidelines". These procedures and guidelines have put in place crisis and disaster emergency response mechanisms in the form of an operational crisis response division and a disaster emergency task force division. To ensure disaster preparedness, KGI Bank conducts annual training drills on various disaster emergency scenarios and related operational risks to the company. The company’s goals are to ensure continued business operations, to minimize any potential losses to the bank and its clients, and to affect a rapid return to normality in the wake of an emergency event.

As for KGI Securities, its Disaster Recovery Action Plan guidelines stipulate that all offices operated by the company set up their own disaster and safety emergency management and recovery task forces to be prepared for emergency events, including natural and manmade disasters, with a view to protecting employees and local residents, safeguarding corporate assets and recovering a normalcy of operations in a timely manner.

Operations and Technology Department of CDIB is in charge of coordinating with all internal departments and overseas branches for the implementation of crisis/disaster management. The disaster management policy emphasizes on maintaining close ties with local communities in order to keep abreast of any change of circumstance in the local vicinity. It also keeps close contact with the local police precinct in order to support local patrol and inspection drills. These precautionary liaison measures ensure a swift, specific response to crisis/ disaster events, thereby enhancing damage control and helping avert further deterioration of a public security incident in the locale.

7.8 Other Major Events

None

438

VIII. Special Disclosure

8.1 Summary of Affiliated Companies

8.1.1 Organizational Chart

==> picture [128 x 11] intentionally omitted <==

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

As of December 31, 2016
----- End of picture text -----

==> picture [691 x 354] intentionally omitted <==

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

China Development Financial
Holding Corporation
A China Development B KGI Securities C KGI Bank
Industrial Bank (Note)
100% 100%
100%
C1
Refer to Refer to
CDIB Management
A. CDIB affiliated companies’ C. KGI Securities affiliated Consulting Corporation
organizational chart companies’ organizational chart 100%
B. CDIB overseas affiliated companies’ D. KGI Securities overseas affiliated
organizational chart companies’ organizational chart
C1-b1 C1-b2
CDC Finance & CDIB International
Leasing Corporation Leasing Corp.
76.04% 100%
----- End of picture text -----

Note: Renamed to CDIB Capital Group on 15 March, 2017

439

A. CDIB affiliated companies’ organizational chart

A China Development Industrial Bank

==> picture [771 x 444] intentionally omitted <==

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

A1 A2 A3
CDIB Management Consulting CDIB Venture Capital China Development Asset
Corporation Corporation Management Corporation
100% 100% 100%
A1-b2 A1-b1 A2-b1
CDIB Private Equity (Hong Kong) CDIB Venture Capital A3-b1 A3-b2 A3-b3
CDIB Innovation
Advisors Corporation Limited (Hong Kong) Corporation Development Chung Hwa Chung Hwa
100% Limited Industrial Growth 3 Growth 4
Corporation
100% Bank Asset Asset Asset
Limited
60% Management Management Management
A1-b1-c1 Corporation Corporation Corporation
CDIB Private Equity 100% 100% 100%
(China) Corporation A2-b1-c1
100% CDIB Private Equity
(Fujian) Co. Ltd.
70%
A1-b1-c1-d1
CDIB Yida Private Equity
(Kunshan) Co. Ltd.
65%
27.08% 58.34% 56% 20%
A1-b1-c2 A1-b1-c3
CDIB Yida Private Equity CDIB Private Equity Management
Management (Kunshan) Enterprise (Fujian) Enterprise (Limited Partnership)
(Limited Partners) 65% 70%
----- End of picture text -----

440

B. CDIB overseas affiliated companies’ organizational chart

A China Development Industiral Bank

==> picture [729 x 362] intentionally omitted <==

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

A4 A5 A6 A7 A8
CDIB Capital CDIB Capital CDIB Capital CDIB Global CDIB Biotech USA
International Investment I Investment Ⅱ Markets Investment
Corporation Limited Limited Limited Co., Limited
100% 100% 100% 100% 50%
(in liquidation)
A5-b1
Subicvest, Inc.
100%
(in liquidation)
A4-b1 A4-b2 A4-b3 A4-b4
CDIB CDIB CDIB CDIB
Capital Capital Capital Capital Asia
International International International Partners
(Hong Kong) (USA) (Korea) Limited
Corporation Corporation Corporation 100%
Limited 100% 100%
100%
----- End of picture text -----

441

C. KGI Securities affiliated companies’ organizational chart

B KGI Securities

==> picture [746 x 388] intentionally omitted <==

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

B1 B2 B3 B4 B5 B6 B7 B8
KGI Futures KGI Securities KGI Securities KGI Insurance Richpoint KGI Venture Global Securities Grand Cathay
Co. Ltd. Investment Investment Brokers Co. Ltd. Company Limited Capital Co. Fiance Holding
99.61% Trust Co. Ltd. Advisory Co. Ltd. 100% 100% Ltd. Corporation Limited 100%
99.99% 100% 100% 21.99% (in liquidation)
(Owned over 50%
B1-b1 director seats)
KGI
B5-b1 B5-b2
Information
KG Investments Holdings KGI Investment Advisory
Technology
Limited (Shanghai) Co., Ltd.
Co., Ltd.
100% 100%
100%
B1-b1-c1
KGI B5-b1-c1 B5-b1-c2
Information KGI International Holdings ANEW Holdings
Technology Limited 100% Limited
(Shanghai) 100%
Co., Ltd.
100%
(not funded
yet) B5-b1-c1-d1 B5-b1-c1-d2 B5-b1-c1-d3
KG Investments Bauhinia 88 Supersonic Services Inc.
Asset Management Limited 100%
(International) 100%
Limited Go to next page
100% B5-b1-c1-d3-e1
KGI Korea Limited
100%
----- End of picture text -----

442

D. KGI Securities overseas affiliated companies’ organizational chart

==> picture [739 x 504] intentionally omitted <==

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

B5-b1-c1
KGI International Holdings Limited
100%
B5-b1-c1-d4 B5-b1-c1-d5
KGI International Limited KGI Limited 100%
100%
B5-b1-c1-d4-e1 B5-b1-c1-d5-e1 B5-b1-c1-d5-e4 B5-b1-c1-d5-e7 B5-b1-c1-d5-e10
KGI Asia (Holdings) Global Treasure KGI Investments KGI Hong Kong TG Holborn (HK)
Pte. Ltd. 100% Investments Management Limited 100% Limited 100%
Limited 100% Limited 100%
B5-b1-c1-d4-e1-f1 B5-b1-c1-d5-e8 B5-b1-c1-d5-e11
KGI Futures B5-b1-c1-d5-e2 B5-b1-c1-d5-e5 KGI International KGI Asset
(Singapore) Pte. KGI Securities K GI Futures (Hong Finance Limited Management Limited
Ltd. 100% (Hong Kong) Kong) Limited 100% 100%
Limited 100% 100%
B5-b1-c1-d4-e1-f2
B5-b1-c1-d5-e9 B5-b1-c1-d5-e12
KGI Securities
KGI Wealth
(Singapore) Pte. B5-b1-c1-d5-e3 B5-b1-c1-d5-e6 Grand Cathay
Ltd. 100% KGI Asia KGI Capital Asia Securities (Hong Management
Limited 100%
Limited Limited Kong) Limited 100%
100% 100%
B5-b1-c1-d4-e2
KGI Capital B5-b1-c1-d5-e9-f1 B5-b1-c1-d5-e13
(Singapore) Pte. Ltd. Grand Cathay Capital KGI Nominees
100% (Hong Kong) Limited (Hong Kong)
100% Limited 100%
B5-b1-c1-d5-e6-f1 B5-b1-c1-d5-e6-f2 B5-b1-c1-d5-e6-f3 B5-b1-c1-d5-e6-f4
KGI Alliance KGI Finance KGI International PT KGI
Corporation Limited (Hong Kong) Sekuritas Indonesia
443
100% 100% Limited 100% 99%
----- End of picture text -----

8.1.2 Backgrounds of affiliated enterprises

China Development Financial Holding Corporation

China Development Financial Holding Corporation China Development Financial Holding Corporation China Development Financial Holding Corporation China Development Financial Holding Corporation China Development Financial Holding Corporation China Development Financial Holding Corporation China Development Financial Holding Corporation
December 31, 2016
Unit:NT$’000
Index Name of Company Established
Date
Address Paid in
Capital
Main
Business or
Products
Remark
A China Development
Industrial Bank
1959.05.14 No. 125, Sec. 5, Nanjing E.
Rd., Taipei City, Taiwan
20,603,994 Industrial
Bank
B KGI Securities 1988.09.14 No. 700, Mingshui Rd.,
Taipei City, Taiwan
37,988,123 Financial
Services
C KGI Bank 1992.01.14 No. 125, Sec. 5, Nanjing E.
Rd., Taipei City, Taiwan
46,061,623 Commercial
Bank

China Development Industrial Bank

A. Domestic

December 31, 2016

Unit : NT$'000/US$'000/HKD$'000 /RMB$'000 ( When otherwise stated )

Index Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
Remark
A1 CDIB Capital
Management
Corporation
2001.01.03 No. 125, Sec. 5, Nanjing E.
Rd., Taipei City, Taiwan
330,939 Management
Consulting
note1
A1-b1 CDIB Private Equity
(Hong Kong)
Corporation Limited
2014.01.29 Suites 701-703, ICBC
Tower, 3 Garden Rd.,
Central, Hong Kong
HKD
51,900


Equity
Investment and
Management
Consulting
A1-b1-c1 CDIB Private Equity
(China) Corporation
2012.01.16 Room 1505C, Park Place
Office Tower, No. 1601,
Nanjing W. Rd., Jingan
Dist.,Shanghai,China
USD
7,000


Management
Consulting
A1-b1-c1-
d1
CDIB Yida Private
Equity (Kunshan) Co.
Ltd.
2014.07.04 Room 1201, No. 1228,
Qianjin E. Rd., Kunshan,
China
RMB
7,000


Fund
management
A1-b1-c2 CDIB Yida Private
Equity Management
(Kunshan ) Enterprise
(Limited Partnership)
2014.11.03 Room 1202, No. 1228,
Qianjin E. Rd., Kunshan,
China
RMB
12,000


Management
Consulting
A1-b1-c3 CDIB Private Equity
Management (Fujian)
Enterprise (Limited
Partnership)
2013.07.05 6 floor, 3-5 # building,
Taiwan Pioneer Park,
Jinjing Wan District,
Pingtan Comprehensive
Experimental Plot, Fujian
Province,China
RMB
12,000


Management
Consulting

444

Index Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
Remark
A1-b2 CDIB Innovation
Advisors Corporation
Limited
2015.12.10 11F, No. 125, Sec. 5,
Nanjing E. Rd., Taipei City,
Taiwan
20,000 Management
Consulting
A2 CDIB Venture Capital
Corporation
2002.03.05 11F, No. 125, Sec. 5,
Nanjing E. Rd., Taipei City,
Taiwan
9,227,909 Venture
Capital
A2-b1 CDIB Venture Capital
(Hong Kong)
Corporation Limited
2011.02.22 Suites 701-703, ICBC
Tower, 3 Garden Rd.,
Central,HongKong
HKD
650,000


Management
Consulting
note2
A2-b1-c1 CDIB Private Equity
(Fujian) Co., Ltd.
2013.05.31 6 floor, 3-5 # building,
Taiwan Pioneer Park,
Jinjing Wan District,
Pingtan Comprehensive
Experimental Plot, Fujian
Province,China
RMB
10,000


Fund
Management
A3 China Development
Asset Management
Corporation
2001.09.11 7F, No. 125, Sec. 5,
Nanjing E. Rd., Taipei City,
Taiwan
2,000,000
Financial
Institution
Creditor's
Right(Money)
Purchase &
Management
A3-b1 Development
Industrial Bank Asset
Management
Corporation
2001.12.05 7F, No. 125, Sec. 5,
Nanjing E. Rd., Taipei City,
Taiwan
20,000
Financial
Institution
Creditor's
Right(Money)
Purchase &
Management
note3
A3-b2 Chung Hwa Growth 3
Asset Management
Corporation
2003.11.05 7F, No. 125, Sec. 5,
Nanjing E. Rd., Taipei City,
Taiwan
2,260,000
Financial
Institution
Creditor's
Right(Money)
Purchase &
Management
note3
A3-b3 Chung Hwa Growth 4
Asset Management
Corporation
2003.11.21 7F, No. 125, Sec. 5,
Nanjing E. Rd., Taipei City,
Taiwan
190,000
Financial
Institution
Creditor's
Right(Money)
Purchase &
Management
note3

Note1 : Renames from CDIB Private Equity Corporation Note2 : Subsidiary of CDIB Venture Capital Corporation Note3 : Subsidiaries of China Development Asset Management Corporation

445

B. Overseas

B. Overseas B. Overseas B. Overseas B. Overseas B. Overseas B. Overseas B. Overseas
December 31, 2016
Unit:US$'000/PHP$'000/HKD$'000 /KRW$'000(When otherwise stated)
No. Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
Remark
A4 CDIB Capital
International Corporation
2009.05.11 Cayman Islands USD
4,700


Venture
Capital
A4-b1 CDIB Capital
International (Hong Kong)
Corporation Limited
2009.06.15 Hong Kong HKD
15,400


Venture
Capital
Note 1
A4-b2 CDIB Capital
International (USA)
Corporation
1997.07.14 California, USA USD
0.8


Venture
Capital
Note 1
A4-b3 CDIB Capital
International (Korea)
Corporation
1997.01.29 Seoul, Korea KRW
9,240,000


Venture
Capital
Note 1
A4-b4 CDIB Capital Asia
Partners Limited
2014.03.21 Cayman Islands USD
0.001


Fund
Management
Note 1
A5 CDIB Capital Investment I
Limited

1996.12.27
British Virgin
Islands
USD
132,800

Investment
A5-b1 Subicvest, Inc. 1996.06.27 Philippines PHP
2,000

Leasing
Note 2
A6 CDIB Capital Investment
II Limited
2002.09.03 British Virgin
Islands
USD
80,000

Investment
A7 CDIB Global Markets II
Limited
1999.07.06 Malaysia USD
175,282

Investment
A8 CDIB Biotech USA
Investment, Co., Limited
2000.10.04 British Virgin
Islands
Investment In
Liquidation

Note1 : Subsidiaries of CDIB Capital International Corporation Note2 : Subsidiary of CDIB Capital Investment I Limited

446

KGI Securities

December 31, 2016

Unit : NT$'000/US$'000/HKD$'000 /SGD$'000 ( When otherwise stated )

Index Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
B1 KGI Futures Co.
Ltd.
1993.12.08 F6, F12-13, No. 2,
Sec. 1, Chongqing S.
Rd., Taipei City,
Taiwan
860,800
Future
B1-b1 KGI Information
Technology Co.,
Ltd.
2015.11.12 F12, No. 2, Sec. 1,
Chongqing S. Rd.,
Taipei City, Taiwan
50,000
Management
Consulting,
Software
Design, Data
Processing and
Digital
Information
Supply Services
B1-b1-c1 KGI Information
Technology
(Shanghai) Co.,
Ltd.
2016.05.30 Shanghai 0
Information
Services
B2 KGI Securities
Investment Trust
Co. Ltd.
2001.04.19 No. 698, Mingshui
Rd., Taipei City,
Taiwan
300,000
Securities
Investment
Trust,
Discretionary
Investment
Business
B3 KGI Securities
Investment
Advisory Co. Ltd.
1996.12.19 1F, No. 700,
Mingshui Rd., Taipei
City, Taiwan
50,000
Securities
Investment
Advisory,
Discretionary
Investment
Business
B4 KGI Insurance
Brokers Co. Ltd.
2003.03.13 7F, No. 700,
Mingshui Rd., Taipei
City,Taiwan
5,000
Life / Property
Insurance
Brokerage
B5 Richpoint Company
Limited

1996.10.18
British Virgin Islands USD
229,751


Holding
Company
B5-b1 KG Investments
Holdings Limited
1996.11.05 Cayman Islands USD
156,864


Holding
Company
B5-b1-c1 KGI International
Holdings Limited
2000.04.20 Cayman Islands USD
209,248


Holding
Company
B5-b1-c1-d1 KG Investments
Asset Management
(International)
Limited
1996.12.23 British Virgin Islands USD
10

Investment
B5-b1-c1-d2 Bauhinia 88 Ltd. 1997.06.18 Cayman Islands USD
0.002


Holding
Company

447

Index Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
B5-b1-c1-d3 Supersonic Services
Inc.

1999.03.29
British Virgin Islands USD
0.1


Holding
Company
B5-b1-c1-d3-e1 KGI Korea Limited 1999.12.20 Malaysia USD
10


Holding
Company
B5-b1-c1-d4 KGI International
Limited
1997.03.24 British Virgin Islands USD
81,512


Holding
Company
B5-b1-c1-d4-e1 KGI Asia
(Holdings)Pte. Ltd.

1997.09.25
Singapore USD
75,749


Holding
Company
B5-b1-c1-d4-e1-f1 KGI Futures
(Singapore) Pte.
Ltd.
2014.04.29 Singapore SGD
14,500


Future and
Forex
B5-b1-c1-d4-e1-f2 KGI Securities
(Singapore) Pte.
Ltd.
2015.01.30 Singapore SGD
137,528

Securities
B5-b1-c1-d4-e2 KGI Capital
(Singapore) Pte.
Ltd.(Note)
1998.11.24 Singapore SGD
7,000

Future
B5-b1-c1-d5 KGI Limited 1997.03.24 British Virgin Islands USD
308,341


Holding
Company
B5-b1-c1-d5-e1 Global Treasure
Investments
Limited
1999.04.12 Hong Kong HKD
0.002

Investment
B5-b1-c1-d5-e2 KGI Securities
(Hong Kong)
Limited
1996.10.01 Hong Kong USD
11,500

Securities
B5-b1-c1-d5-e3 KGI Asia Limited 1996.10.01 Hong Kong USD
95,000

Securities
B5-b1-c1-d5-e4 KGI Investments
Management
Limited
1986.03.04 Hong Kong HKD
26,250


Insurance
Brokerage
B5-b1-c1-d5-e5 KGI Futures (Hong
Kong) Limited
1996.12.27 Hong Kong USD
45,000
l


Future
Brokerage,
earing &
Settlement
B5-b1-c1-d5-e6 KGI Capital Asia
Limited
1993.06.23 Hong Kong USD
117,963

Securities
B5-b1-c1-d5-e6-f1 KGI Alliance
Corporation
1996.11.18 British Virgin Islands USD
100

Investment
B5-b1-c1-d5-e6-f2 KGI Finance
Limited
1996.10.01 Hong Kong USD
42,914


Investment &
Financing
B5-b1-c1-d5-e6-f3 KGI International
(Hong Kong)
Limited
1997.02.21 Hong Kong USD
100,000

Derivative
B5-b1-c1-d5-e6-f4 PT KGI Sekuritas
Indonesia
2016.08.31 Indonesia USD
3,770

Securities

448

Index Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
B5-b1-c1-d5-e7 KGI Hong Kong
Limited
1996.10.01 Hong Kong USD
15


Management
Consulting
B5-b1-c1-d5-e8 KGI International
Finance Limited
2000.08.30 Hong Kong USD
10,000


Investment &
Financing
B5-b1-c1-d5-e9 Grand Cathay
Securities (Hong
Kong)Limited
2013.06.20 Hong Kong HKD
487,252

Securities
B5-b1-c1-d5-e9-f1 Grand Cathay
Capital (Hong
Kong)Limited
2013.06.20 Hong Kong HKD
287,663

Investment
B5-b1-c1-d5-e10 TG Holborn(HK)
Limited
2014.12.22 Hong Kong HKD
171


Insurance
Brokerage
B5-b1-c1-d5-e11 KGI Asset
Management
Limited
2014.12.22 Hong Kong HKD
5,000


Asset
Management
B5-b1-c1-d5-e12 KGI Wealth
Management
Limited
1992.12.10 Hong Kong HKD
113,450

Securities
B5-b1-c1-d5-e13 KGI Nominees
(Hong Kong)
Limited
1994.07.19 Hong Kong HKD
0.003

Trust
B5-b1-c2 ANEW Holdings
Limited
1996.10.23 British Virgin Islands USD
55,924


Holding
Company
B5-b2 KGI Investment
Advisory
(Shanghai) Co.Ltd.
2013.11.25 Shanghai, China USD
4,000


Investment
Advisory
B6 KGI Venture
Capital Co. Ltd.
2012.11.26 7F, No. 700,
Mingshui Rd., Taipei
City,Taiwan
600,000 Venture Capital
B7 Global Securities
Finance
Corporation
1995.05.04 17F, No.54, Sec. 2.
Keelung Rd., Taipei
City,Taiwan
4,000,000 Securities
Finance
B8 Grand Cathay
Holding Limited (in
liquidation)

1984.10.10
Singapore Future and
Forex

Note: KGI Capital (Singapore) Pte. Ltd. operation closed currently.

449

KGI Bank (Note)

December 31, 2015 Unit : NT$’000

Unit:NT$’000
Index Name of Company Established
Date
Address Paid in
Capital
Main Business
or Products
C1 CDIB
Management
Consulting
Corporation
2011.7.22 3F, No. 125, Sec. 5,
Nanjing E. Rd.,
Taipei City, Taiwan
1,531,719 Management
Consulting
C1-b1 CDC Finance &
Leasing
Corporation
1996.05.01 5-6F, No. 224, Sec.3,
Nanjing E. Rd.,
TaipeiCity,Taiwan
767,048 Leasing
C1-b2 CDIB
International
LeasingCorp.
2012.03.27 12F, No. 1228,
Qianjin E. Rd.,
Kunshan,China
USD 30,000 Leasing

450

8.1.3 Common Shareholders among Controlling and Controlled Entities

None

  • 8.1.4 Backgrounds of directors, supervisors and presidents of affiliated enterprises: as of the publication date of annual report. Unit: shares;

China Development Financial Holding (CDFH)

December 31,2016 December 31,2016 December 31,2016 December 31,2016 December 31,2016 December 31,2016
Index Name of
Company
Title /
Represented
Institution
Name or Representative Share Holding
No. of Shares Ratio (%)
A China
Development
Industrial Bank
Director / CDFH
Independent
Director
President
Chia-Juch Chang
Shin Chen
Paul Yang
Yung-Pang Hsu
Shaio-Tung Chang
Chun-Huei Ho
Ching-Yen Tsay
Gilbert T.C. Bao
Tyzz-Jiun Duh
Paul Yang
2,060,399,410
100
B KGI Securities Director / CDFH
Independent
Director
President
Daw-Yi Hsu
William Fang
Albert Ding
Chin-Lung Tseng
Shirley Wang
Julian Yen
Len-Kuo Hu
Cheng-Erh Lin
James Tai
William Fang
3,498,812,320
100
C KGI Bank Director / CDFH
Independent
Director
President
Mark Wei
Eddie Wang
Richard Chang
Long-I Liao
Hsiao-Ling Shen
Jane Lai
Hsiou-Wei Lin
Hsien-Lang Lin
Wen-Yeu Wang
Richard Chang
4,606,162,291
100

451

China Development Industrial Bank (CDIB)

A. Domestic

A. Domestic A. Domestic A. Domestic A. Domestic A. Domestic A. Domestic
December 31,2016
Index Name of Company Title / Represented
Institution
Name or
Representative
Share Holding
No. of
Shares
Ratio (%)
A1 CDIB Management
Consulting
Corporation
Director / CDIB
Supervisor
President
Shin Chen
Sherie Chiu
Paul Yang
Lawrence Liu
Kathy Young
Julian Yen
Melanie Nan
Frances Tsai
Cathy Han
KathyYoung
33,093,889
100
A1-b1 CDIB Private Equity
(Hong Kong)
Corporation Limited
Director Shin Chen
Paul Yang
Daw-Yi Hsu
Kathy Young
Jenny Chiang
Frances Tsai
Michael Chang
51,900,000
100
A1-b1-c1 CDIB Private Equity
(China) Corporation
Director / CDIB Private
Equity (Hong Kong)
Supervisor / CDIB Private
Equity (Hong Kong)
President
Shin Chen
Paul Yang
Lawrence Liu
Kathy Young
Melanie Nan
Cathy Han
Jhen-Yu Wang
Michael Chang
KathyYoung
None
100
A1-b1-c1-d
1
CDIB Yida Private
Equity (Kunshan) Co.
Ltd.
Director
Supervisor
President
Shin Chen
Daw-Yi Hsu
Kathy Young
Ying Wen Lu
Dong Liang
Julian Yen
Yen Lu
65
35
A1-b1-c2 CDIB Yida Private
Equity Management
(Kunshan ) Enterprise
(Limited Partnership)

None
None None
65
(Comprehensive
shareholding
ratio)
A2-b1-c3 CDIB Private Equity
Management (Fujian)
Enterprise (Limited
Partnership)
None None None
70
(Comprehensive
shareholding
ratio)

452

Index Name of Company Title / Represented
Institution
Name or
Representative
Share Holding Share Holding
No. of
Shares
Ratio (%)
A1-b2 CDIB Innovation
Advisors Corporation
Limited
Director / CDIB Capital
Management Corporation
Director /
Meet Digital Innovation
Co., Ltd.
Supervisor
President
Sherie Chiu
Kathy Young
Melanie Nan
Huang-Tze Jan
Shu-Lan Chen
Cathy Han
Ryan Kuo
1,200,000
800,000
0



60
40
0
A2 CDIB Venture Capital
Corporation

Director / CDIB
Supervisor / CDIB
President
Lawrence Liu
Paul Yang
Shin Chen
Sherie Chiu
Eddy Chang
Kathy Young
Frances Tsai
Michael Chang
KathyYoung
922,790,915
100
A2-b1 CDIB Venture Capital
(Hong Kong)
Corporation Limited

Director
President
Shin Chen
Paul Yang
Jane Lai
Eddy Chang
Kathy Young
Lawrence Liu
Frances Tsai
Michael Chang
KathyYoung
650,000,000
100
A2-b1-c1 CDIB Private Equity
(Fujian) Co., Ltd.
Director / CDIB Venture
Capital (Hong Kong)
Director /
Fujian Electronics &
Information (Group) Co.,
Ltd.
Supervisor:CDIB Venture
Capital (Hong Kong)
President

Shin Chen
Daw-Yi Hsu
Kathy Young
Wen-Sheng Lu
Zuo Wang
Julian Yen
Hans Weng
None
70
30
A3 China Development
Asset Management
Corporation
Director / CDIB
Supervisor / CDIB
President
Daniel Wu
T.H. Liu
Tien-Sung Lee
Kiki Shih
LC Sun
Lawrence Liu
T.H. Liu
200,000,000
100

453

Index Name of Company Title / Represented
Institution
Name or
Representative
Share Holding Share Holding
No. of
Shares
Ratio (%)
A3-b1 Development
Industrial Bank Asset
Management
Corporation
Director / China
Development Asset
Management Corporation
Supervisor / China
Development Asset
Management Corporation
Daniel Wu
T.H. Liu
Tien-Sung Lee
Adrienne Ciou
Eddy Chang
Marisol Wang
2,000,000
100
A3-b2 Chung Hwa Growth 3
Asset Management
Corporation

Director / China
Development Asset
Management Corporation
Supervisor / China
Development Asset
Management Corporation
Daniel Wu
T.H. Liu
Tien-Sung Lee
Adrienne Ciou
Eddy Chang
226,000,000
100
A3-b3 Chung Hwa Growth 4
Asset Management
Corporation

Director / China
Development Asset
Management Corporation
Supervisor / China
Development Asset
Management Corporation
Daniel Wu
T.H. Liu
Tien-Sung Lee
Adrienne Ciou
Eddy Chang
19,000,000
100

Note : All representatives do not have any personal shareholding.

454

B. Overseas

December 31, 2016

Index Name of Company Title Name or
Representative
Share Holding Share Holding
No. of Shares Ratio (%)
A4 CDIB Capital
International
Corporation
Director
President
Paul Yang
Sherie Chiu
Melanie Nan
Eddie Wang
Frances Tsai
Jenny Chiang
Lionel De Saint-Exupery
Lionel De Saint-Exupery
4,700,000
100
A4-b1 CDIB Capital
International (Hong
Kong) Corporation
Limited
Director
President
Paul Yang
Sherie Chiu
Melanie Nan
Eddie Wang
Frances Tsai
Jenny Chiang
Lionel De Saint-Exupery
Lionel De Saint-Exupery
15,400,000
100
A4-b2 CDIB Capital
International (USA)
Corporation
Director
President
Paul Yang
Sherie Chiu
Melanie Nan
Eddy Chang
Frances Tsai
Jenny Chiang
Lionel De Saint-Exupery
Lionel De Saint-Exupery
8,000,000
100
A4-b3 CDIB Capital
International (Korea)
Corporation
Director
Supervisor
Representative Director
Paul Yang
Sherie Chiu
Melanie Nan
Eddy Chang
Jenny Chiang
Hyun Yong Kim
Lionel De Saint-Exupery
Frances Tsai
Hyun YongKim
1,848,000
100
A4-b4 CDIB Capital Asia
Partners Limited
Director Paul Yang
Sherie Chiu
Melanie Nan
Jenny Chiang
Lionel De Saint-Exupery
Hyun Yong Kim
Victor F. Gao
none
100
A5 CDIB Capital
Investment I Limited
Director Paul Yang
Sherie Chiu
Melanie Nan
Kathy Young
Frances Tsai
Lionel De Saint-Exupery
132,800,000
100

455

Index Name of Company Title Name or
Representative
Share Holding Share Holding
No. of Shares Ratio (%)
A5-b1 Subicvest, Inc.
(in Liquidation)
Director
President
Cindy Hou
Phoebe Teng
Jeff Lin
Alfredo Alex S. Cruz III
Mark R. Bocobo
CindyHou
200,000
100
A6 CDIB Capital
Investment II Limited
Director Paul Yang
Sherie Chiu
Melanie Nan
Kathy Young
Frances Tsai
Lionel De Saint-Exupery
80,000,000
100
A7 CDIB Global Markets
Limited

Director
Paul Yang
Christy Lin
Jason Sass
Kathy Young
Frances Tsai
Lionel De Saint-Exupery
339,392
100
A8 CDIB Biotech USA
Investment, Co.,
Limited (in
Liquidation)
Director Cindy Hou
Wen-Long Chen
Ruei-Fen Liao
3,060,000
50

Note : All Directors and Supervisors do not have any personal shareholding.

456

KGI Securities

December 31, 2016

December 31,2016 December 31,2016
Index Name of Company Title Name or Representative Share Holding
No. of Shares Ratio (%)
B1 KGI Futures Co. Ltd. Director
Supervisor
President
I-Yung Mai
Pin-Cheng Chen
Jui-Chueh Chen
Yao-Min Chou
Jui-Chueh Chen
85,744,086 99.61
B1-b1 KGI Information
Technology Co., Ltd.
Director /
KGI Futures Co. Ltd.
Supervisor
Chia-Chun Yang
Pin-Cheng Chen
Jui-Chueh Chen
Yao-Min Chou
5,000,000 100
B1-b1-c1 KGI Information
Technology
(Shanghai) Co., Ltd.
Director / KGI
Information Technology
Co., Ltd
Supervisor / KGI Futures
Jui-Chueh Chen
Pin-Cheng Chen
David Chi
Yao-Min Chou
- -
B2 KGI Securities
Investment Trust Co.
Ltd.
Director
Supervisor
President
Ching-Ching Lee
Yi-Jiao Yuan
Yu-Chuan Lin
David Miao
Hui-Chen Lin
Yu-De Chen
29,998,147 99.99
B3 KGI Securities
Investment Advisory
Co. Ltd.
Director /
KGI Securities
Supervisor /
KGI Securities
President
Jin-Long Du
Yen-Min Chu
Kuo-Hsiung Wang
Chang-Ti Liu
Yen-Min Chu
5,000,000 100
B4 KGI Insurance
Brokers Co. Ltd.
Director /
KGI Securities
Supervisor /
KGI Securities
President
Chin-Lung Tseng
Chih-Cheng Cheng
Yao-Min Chou
Kuei-Ling Lee
Kuan-Yu Chen
500,000 100
B5 Richpoint Company
Limited
Director Daw-Yi Hsu
Albert Ding
Chin-LungTseng
229,751,070 100
B5-b1 KG Investments
Holdings Limited
Director Daw-Yi Hsu
Chin-Lung Tseng
WongHoe Choon Reddy
156,864,163 100
B5-b1-c1 KGI International
Holdings Limited
Director Chin-Lung Tseng
Jenny Huang
WongHoe Choon Reddy
209,248,261 100
B5-b1-c1-d1 KG Investments
Asset Management
(International)
Limited
Director Chii-Horng Lin 10,000 100
B5-b1-c1-d2 Bauhinia 88 Ltd. Director Chii-Horng Lin 2 100
B5-b1-c1-d3 Supersonic Services
Inc.
Director Albert Ding
WongHoe Choon Reddy
100 100
B5-b1-c1-d3-e1 KGI Korea Limited Director Kwong Man Bun 10,000 100

457

Index Name of Company Title Name or Representative Share Holding Share Holding
No. of Shares Ratio (%)
B5-b1-c1-d4 KGI International
Limited
Director Foong Hock Meng
Wong Hoe Choon Reddy
WongChak Wai
81,511,716 100
B5-b1-c1-d4-
e1
KGI Asia (Holdings)
Pte. Ltd.
Director Foong Hock Meng
Wong Hoe Choon Reddy
WongChak Wai
75,749,305 100
B5-b1-c1-d4-
e1-f1
KGI Futures
(Singapore) Pte. Ltd.
Director Foong Hock Meng
I-Yung Mai
Wong Chak Wai
Wong Hoe Choon Reddy
Teo Cheng Hoe
Christopher
14,500,000 100
B5-b1-c1-d4-
e1-f2
KGI Securities
(Singapore) Pte. Ltd.
Director Foong Hock Meng
Wong ChakWai
Wong Hoe Choon Reddy
Julian Yen
Yeo Kok Chin
137,527,908 100
B5-b1-c1-d4-
e2
KGI Capital
(Singapore) Pte. Ltd.
Director Foong Hock Meng
Wong Hoe Choon Reddy
WongChak Wai
7,000,000 100
B5-b1-c1-d5 KGI Limited Director Jenny Huang
Wong Hoe Choon Reddy
Wong ChakWai
308,341,129 100
B5-b1-c1-d5-
e1
Global Treasure
Investments Limited
Director Wong Chak Wai 2 100
B5-b1-c1-d5-
e2
KGI Securities (Hong
Kong) Limited
Director Chu Kuan Hsun
Jenny Huang
Kwong Man Bun
Lau Hung Chuen
WongChak Wai
11,500,000 100
B5-b1-c1-d5-
e3
KGI Asia Limited Director Chu Kuan Hsun
Jenny Huang
Kwong Man Bun
Lau Hung Chuen
WongChak Wai
95,000,000 100
B5-b1-c1-d5-
e4
KGI Investments
Management Limited
Director Chan Hin Geung Mark
Chu Kuan Hsun
Wong Chak Wai
Wu Chiang Li
WongHoe Choon Reddy
26,250,000 100
B5-b1-c1-d5-
e5
KGI Futures (Hong
Kong) Limited
Director Chu Kuan Hsun
Kwong Man Bun
Lee Man Sik
I-Yung Mai
WongChak Wai
45,000,000 100
B5-b1-c1-d5-
e6
KGI Capital Asia
Limited
Director Jenny Huang
Kwan Ringo Cheukkai
Kwong Man Bun
Lee Siu Lun
Wong Chak Wai
Wong Hoe Choon Reddy
Kwan Lai On Warren
117,962,769 100

458

Index Name of Company Title Name or Representative Share Holding Share Holding
No. of Shares Ratio (%)
B5-b1-c1-d5-
e6-f1
KGI Alliance
Corporation
Director Julian Yen
Jenny Huang
FoongHock Meng
100,000 100
B5-b1-c1-d5-
e6-f2
KGI Finance Limited Director Jenny Huang
Wong Chak Wai
WongHoe Choon Reddy
42,913,985 100
B5-b1-c1-d5-
e6-f3
KGI International
(Hong Kong) Limited
Director Jenny Huang
Wong Chak Wai
WongHoe Choon Reddy
100,000,000 100
B5-b1-c1-d5-
e6-f4
PT. KGI Sekuritas
Indonesia
Director Winndo Robby
Supit Sam Sahiry
Rumambi
Albert Ding
Pun Kin Wa
49,500 99
B5-b1-c1-d5-
e7
KGI Hong Kong
Limited
Director Wong Chak Wai
Wong Hoe Choon Reddy
JennyHuang
15,000 100
B5-b1-c1-d5-
e8
KGI International
Finance Limited
Director Jenny Huang
Wong Chak Wai
Wong Hoe Choon Reddy
10,000,000 100
B5-b1-c1-d5-
e9
Grand Cathay
Securities (Hong
Kong)Limited
Director Wong Chak Wai
Wu Chiang Li
WongHoe Choon Reddy
487,251,500 100
B5-b1-c1-d5-
e9-f1
Grand Cathay Capital
(Hong Kong) Limited
Director Kwong Man Bun
Wong Hoe Choon Reddy
287,663,301 100
B5-b1-c1-d5-
e10
TG Holborn(HK)
Limited
Director Wong Chak Wai
Chan Hin Geung Mark
Wu ChiangLi
170,670 100
B5-b1-c1-d5-
e11
KGI Asset
Management Limited
Director Wong Chak Wai
Wong Hoe Choon Reddy
Julian Yen
Wu Chiang Li
Chan Hin GeungMark
25,000 100
B5-b1-c2-d5
e12
KGI Wealth
Management Limited
Director Kwong Man Bun
Wong Chak Wai
Wong Hoe Choon Reddy
Wu Chiang Li
Julian Yen
113,450 100
B5-b1-c2-d5
e13
KGI Nominees (Hong
Kong) Limited

Director
Chu Kuan Hsun
Wu Chiang Li
WongChak Wai
3 100
B5-b1-c2 ANEW Holdings
Limited
Director Chin-Lung Tseng
David Chi
55,924,236 100
B5-b2 KGI Investment
Advisory (Shanghai)
Co. Ltd.
Director
Supervisor
Daw-Yi Hsu
Yi-Jyun Wu
David Chi
Yao-Min Chou
4,000,000 100
B6 KGI Venture Capital
Co. Ltd.
Director /
KGI Securities
Daw-Yi Hsu
Chin-Lung Tseng
Chang-Huan Chou
60,000,000 100

459

Index Name of Company Title Name or Representative Share Holding Share Holding
No. of Shares Ratio (%)
Supervisor /
KGI Securities
President
David Chi
Tung-Chi Li
B7 Global Securities
Finance Corporation
Director /
KGI Securities
Director /
Tuntex Petrochemicals,
Inc.
Supervisor
Supervisor /
CDIB & Partners
Investment Holding
Corporation
President
Chin-Lung Tseng
Julian Yen
Kuo-Pin Kao
Adrienne Ciou
Chih-Chang Cheng
Chi-Yu Li
Mu-Hsien Chen
Chao-Chiu Lin
Chih-ChangCheng
87,958,558 21.99
B8 Grand Cathay
Holding Limited
(in Liquidation)
Director Ping-Cheng Chen

460

KGI Bank

December 31, 2016

December 31,2016 December 31,2016
Index Name of Company Title Name or Representative Share Holding
No. of Shares Ratio (%)
C1 CDIB Management
Consulting Corporation
Director / KGI Bank
Supervisor / KGI
Bank
President
Eddie Wang
J.M. Meng
Andy Lin
Chih-Chin Wang
Wen-Yan Hsu
Kiki Shih
Hans Tzou
Jhen-Yu Wang
153,171,873
100
C1-b1 CDC Finance &
Leasing Corporation
Director /
CDIB Management
Consulting
Corporation
Director
Director
Director /
Pacific Resource Co.
Ltd.
Supervisor
Supervisor
President
J.M. Meng
Andy Lin
Jane Lai
Tony Lin
Stanley Liu
Jack Hung
Jenny Huang
Wen-Yan Hsu
J.M. Meng
58,328,460
0
17,179,987
0
0





76.04
0
22.40
C1-b2 CDIB International
Leasing Corp.
Director / CDIB
Management
Consulting
Corporation
Supervisor
President
Eddie Wang
Jhen-Yu Wang
Andy Lin
Chih-Chin Wang
Wen-Yan Hsu
Kiki Shih
Hans Tzou
Jhen-Yu Wang
none
100

461

8.1.5 Performance of affiliated enterprises:

China Development Financial Holding Corporation

December 31, 2016
Unit: NT$thousands
Net Worth
Operating
revenue
Profit from
operationsNet Income
Earnings
Per Share
(in dollar)
70,033,142
2,111,429 2,111,429
1,467,895
0.71
60,244,047
9,825,639
2,002,642
2,483,546
0.68
58,725,289 10,245,026 10,245,026
3,827,023
0.83
December 31, 2016
Unit: NT$thousands
Net Worth
Operating
revenue
Profit from
operationsNet Income
Earnings
Per Share
(in dollar)
70,033,142
2,111,429 2,111,429
1,467,895
0.71
60,244,047
9,825,639
2,002,642
2,483,546
0.68
58,725,289 10,245,026 10,245,026
3,827,023
0.83
December 31, 2016
Unit: NT$thousands
Net Worth
Operating
revenue
Profit from
operationsNet Income
Earnings
Per Share
(in dollar)
70,033,142
2,111,429 2,111,429
1,467,895
0.71
60,244,047
9,825,639
2,002,642
2,483,546
0.68
58,725,289 10,245,026 10,245,026
3,827,023
0.83
December 31, 2016
Unit: NT$thousands
Net Worth
Operating
revenue
Profit from
operationsNet Income
Earnings
Per Share
(in dollar)
70,033,142
2,111,429 2,111,429
1,467,895
0.71
60,244,047
9,825,639
2,002,642
2,483,546
0.68
58,725,289 10,245,026 10,245,026
3,827,023
0.83
December 31, 2016
Unit: NT$thousands
Net Worth
Operating
revenue
Profit from
operationsNet Income
Earnings
Per Share
(in dollar)
70,033,142
2,111,429 2,111,429
1,467,895
0.71
60,244,047
9,825,639
2,002,642
2,483,546
0.68
58,725,289 10,245,026 10,245,026
3,827,023
0.83
Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
A CDIB Capital
Group(formerly
China Development
Industrial Bank)*
20,603,994
71,618,933
1,585,791 70,033,142 2,111,429* 2,111,429*
1,467,895
0.71
B KGI Securities Co.,
Ltd.
34,988,123
175,224,230
114,980,183 60,244,047 9,825,639
2,002,642

2,483,546
0.68
C KGI Bank 46,061,623
565,808,240
507,082,951 58,725,289 10,245,026* 10,245,026*
3,827,023
0.83

Note*: "Net revenue"

CDIB Capital Group (Formerly China Development Industrial Bank)

A. Domestic

A. Domestic A. Domestic A. Domestic A. Domestic A. Domestic
December 31, 2016
Unit: NT$thousands
Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
A1 CDIB Capital
Management
Corporation
330,939 760,157 158,229 601,928 219,651 65,074 57,646 1.20
A1-b1 CDIB Private Equity
(Hong Kong)
Corporation Limited
216,018 242,541 495 242,046 0 19,980 19,992 3.85
A1-b2 CDIB Innovation
Advisors Corporation
Limited
20,000 18,650 140 18,510 49 (1,488) (1,488) (0.74)
A1-b1-c1 CDIB Private Equity
Management
Corporation
210,940 211,143 41,873 169,270 37,956 18,364 16,352
A1-b1-c2 CPEC Huachung Private
Equity (Kunshan)
Enterprise (Limited
Partnership)
55,463 54,789 286 54,503 0 (166) (100)
A1-b1-c3 CPEC Huachuang
Private Equity
Management (Fujian)
Enterprise (Limited
Partnership)
55,463 57,147 291 56,856 0 1,932 1,932
A1-b1-c1 CPEC Huachung Private
Equity (Kunshan) Co.,
Ltd.
32,353 82,989 32,617 50,372 71,415 21,914 14,737
A2 CDIB Venture Capital
Corporation
9,227,909 8,881,769 17,074 8,864,695 256,937 152,568 145,723 0.16
A2-b1 CDIB Venture Capital
(Hong Kong)
Corporation Limited
2,705,430 2,451,817 591 2,451,226 0 60,246 61,321 0.94
A2-b1-c1 CPEC Huakai Private
Equity (Fujian) Co., Ltd.
46,219 149,610 45,919 103,691 94,637 28,611 19,312
A3 China Development
Asset Management
Corporation
2,000,000
3,222,385
825,430 2,396,955
69,649

(4,489)

83,570
0.42

462

Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
A3-b1 Development Industrial
Bank Asset Management
Corporation
20,000
125,717

13,120
112,597 0
(2,966)

4,147
2.07
A3-b2 Chung Hwa Growth 3
Asset Management
Corporation
2,260,000
2,594,817

64,758

2,530,059

53,455

28,821

89,817
0.40
A3-b3 Chung Hwa Growth 4
Asset Management
Corporation
190,000
206,066
7,537 198,529 27,002
2,763

(714)

(0.04)

B. Overseas

December 31, 2016 Unit: NT$ thousands

December
Unit: NT$
31, 2016
thousands
Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
A4 CDIB Capital
International
Corporation
151,711
969,823
225,084 744,739 623,532
164,782

166,470
A4-b1 CDIB Capital
International (Hong
Kong) Corporation
Limited
64,098
253,541
55,006 198,535 244,699
27,913

22,860
A4-b2 CDIB Capital
International (USA)
Corporation
26
67,769
16,752 51,017 48,854
2,742

2,742
A4-b3 CDIB Capital
International (Korea)
Corporation
247,826
200,471
27,318 173,153 53,307
3,967

9,705
A4-b4 CDIB Capital Asia
Partners Limited
0
0
1,465 (1,465) 0
(488)

(488)
A5 CDIB Capital
Investment I Limited
4,286,651
6,168,867

858

6,168,009

4,145

(118,465)

(69,536)
A5-b1 Subicvest, Inc.
(Liquidated)
1,472
2,587

163

2,424

0

(42)

(42)
A6 CDIB Capital
Investment II Limited
2,582,320
2,699,107

116,693

2,582,414

501,982

309,971

322,757

A7 CDIB Global Markets
Limited
5,657,917
7,831,977

3,514

7,828,463

478,167

262,895

332,957

A8 CDIB Biotech USA
Investment Co., Limited
(Liquidated)
197,547
98,286

341

97,945

0

0

0

463

KGI Securities Co., Ltd.

December 31, 2016 Unit: NT$ thousands

Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
B1 KGI Futures Co.
Ltd.
860,800
23,477,904
20,742,743 2,735,161 1,836,269 289,357
436,618
5.07
B1-b1 KGI Information
Technology Co.,
Ltd.
50,000
49,464
97 49,367 0 (717)
(605)
(0.12)
B2 KGI Securities
Investment Trust
Co. Ltd.
300,000
328,939
19,177 309,762 135,850 (684)
610
0.02
B3 KGI Securities
Investment
AdvisoryCo. Ltd.
50,000
133,136
67,400 65,736 162,260 10,225
9,235
1.62
B4 KGI Insurance
Brokers Co. Ltd.
5,000
201,721
78,639 123,082 475,201 124,463
103,992
207.98
B5 Richpoint
Company Limited
7,416,133
15,997,650
1,461,173 14,536,477 0 (15,268)
(717,687)
B5-b1 KG Investments
Holdings Limited
5,063,413
17,669,285
5,897,373 11,771,912 129 (44,125)
(744,902)
B5-b1-c1 KGI International
Holdings Limited
6,754,316
19,785,090
4,192,440 15,592,650 26,533 (121,950)
(700,325)
B5-b1-c1-d1 KG Investments
Asset Management
(International )
Limited
323
0
0 0 0 0
549
B5-b1-c1-d2 Bauhinia 88
Limited
0
0
0 0 0 0
0
B5-b1-c1-d3 Supersonic
Services Inc.
3
0
0 0 0 0
0
B5-b1-c1-d3-
e1
KGI Korea Limited 323
2,356
0 2,356 0 0
0
B5-b1-c1-d4 KGI International
Limited
2,631,126
2,348,104
34,248 2,313,856 0 0
50,743
B5-b1-c1-d4-
e1
KGI Asia
(Holdings) Pte.Ltd.
2,445,102
6,203,959
3,880,646 2,323,313 968 (33,344)
75,727
B5-b1-c1-d4-
e1-f1
KGI Futures
(Singapore) Pte.
Ltd.
323,495
14,152,714
13,318,380 834,334 941,933 945,161
52,712
B5-b1-c1-d4-
e1-f2
KGI Securities
(Singapore) Pte.
Ltd.
3,068,250
3,534,874
1,899,781 1,635,093 244,836 361,525
(473,791)
B5-b1-c1-d4-
e2
KGI Capital
(Singapore) Pte.
Ltd.
185,217
111,879
290 111,589 0 (1,937)
(4,196)
B5-b1-c1-d5 KGI Limited 9,952,939
11,708,723
2,633,934 9,074,789 0 0
32
B5-b1-c1-d5-
e1
Global Treasure
Investments
Limited
0
0
0 0 0 0
0
B5-b1-c1-d5-
e2
KGI Securities
(Hong Kong)
Limited
371,209
2,191,454
511,138 1,680,316 675,761 676,729
33,925
B5-b1-c1-d5-
e3
KGI Asia Limited 3,066,505
33,220,966
26,949,350 6,271,616 1,878,380 2,023,732
154,584

464

Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
B5-b1-c1-d5-
e4
KGI Investments
Management
Limited
109,258
37,476
2,195 35,281 46,966 46,966
10,491
B5-b1-c1-d5-
e5
KGI Futures (Hong
Kong) Limited
1,452,555
6,900,766
4,685,975 2,214,791 321,402 334,153
27,857
B5-b1-c1-d5-
e6
KGI Capital Asia
Limited
3,807,728
3,864,216
20,400 3,843,816 180,020 193,642
36,572
B5-b1-c1-d5-
e6-f1
KGI Alliance
Corporation
3,228
527,697
534,508 (6,811) 0 (18,367)
(18,334)
B5-b1-c1-d5-
e6-f2
KGI Finance
Limited
1,385,221
2,606,949
1,689,225 917,724 0 (150,130)
(204,939)
B5-b1-c1-d5-
e6-f3
KGI International
(Hong Kong)
Limited
3,227,900
17,397,638
14,522,354 2,875,284 266,140 399,646
(204,165)
B5-b1-c1-d5-
e6-f4
PT KGI Sekuritas
Indonesia
121,692
320,627
199,807 120,820 19,206 18,948
355
B5-b1-c1-d5-
e7
KGI Hong Kong
Limited
484
277,148
1,002,328 (725,180) 2,474,347 34,248
15,881
B5-b1-c1-d5-
e8
KGI International
Finance Limited
322,790
952,521
760,719 191,802 39,832 109,684
(35,120)
B5-b1-c1-d5-
e9
Grand Cathay
Securities ( Hong
Kong )Limited
2,028,040
1,553,814
73,273 1,480,541 32 32
(2,034)
B5-b1-c1-d5-
e10
TG Holborn (HK)
Limited
712
13,654
0 13,654 3,131 3,163
(1,259)
B5-b1-c1-d5-
e11
KGI Asset
Management
Limited
20,811
20,691
97 20,594 1,743 1,743
323
B5-b1-c1-d5-
e12
KGI Wealth
Management
Limited
472,202
6,428,588
5,755,087 673,501 240,640 247,128
6,456
B5-b1-c1-d5-
e13
KGI Nominees
(Hong Kong)
Limited
0
0
0 0 0 0
0
B5-b1-c2 ANEW Holdings
Limited
1,805,171
2,012,305
0 2,012,305 0 0
(710)
B5-b2 KGI Investment
Advisory
(Shanghai)Co Ltd
129,116
75,866
807 75,059 20,820 (6,617)
(2,581)
B6 KGI Venture
Capital Co. Ltd.
600,000
781,392
14,192 767,200 113,066 108,703
104,690
1.74
B7 Global Securities
Finance
Corporation
4,000,000
10,671,185
6,435,094 4,236,091 238,336 68,637
63,722
0.16
B8 Grand Cathay
Holding Limited
(Liquidated)
0
0
0 0 0 0
0

465

KGI Commercial Bank Co., Ltd.

December 31, 2016 Unit: NT$ thousands

Reference Name Capital stock Total assets Total
liabilities
Net Worth Operating
revenue
Profit from
operations
Net Income Earnings
Per Share
(in dollar)
C1 CDIB Management
Consulting
Corporation
1,531,719
1,097,863
7,555 1,090,308 (233,872) (243,796)
(243,849)
(1.59)
C1-b1 CDC Finance &
Leasing
Corporation
767,048
4,599,907
3,784,758 815,149 293,393 (9,765)
6,614
0.09
C1-b2 CDIB International
Leasing Corp.
867,759
2,824,860
2,398,339 426,521 176,512 (282,639)
(233,948)

466

8.2 Any private placement of securities in the recent years up to the publication of this annual report

None

8.3 The shares in the Financial Holding Company held or disposed of by subsidiaries in the recent years up to the publication of this annual report

Name of
Subsidiary
(Note 1)
Stock
Capital
Collected
(‘000)
Fund
Source

Shareholding
Ratio of the
Company
Date of
Acquisition
or
Disposition

Shares and
Amount
Acquired
(Note 2)
Shares and
Amount
Disposed
of(Note 2)
Investment
Gain
(Loss)
Shareholdings and
Amount in Most
Recent Year
(Note 3)
Pledged by
the
Subsidiary
KGIS 34,988,123 100% 302,585,796 shares
NT$3,283,056,000
As of the
date of
publication
of this
report
302,585,796 shares
NT$3,283,056,000
No impact
(note 4)
CDIB
Capital
Group
(formerly
CDIB)
20,603,994 100% 20,646,142 shares
NT$164,963,000
As of the
date of
publication
of this
report
20,646,142 shares
NT$164,963,000
No impact
(note 4)

Note1: Name of the subsidiary should be clearly stated.

Note2: The actual acquired or disposed amount. Note3: Shares hold or disposed should be stated separately.

Note4: Explain its impact on the financial holding company's financial performance and financial status.

467

8.4 Other important supplementary information

  • 8.4.1 Events occurred in the previous year or up to the publication of this annual report, which significantly affect shareholders' equity or price of shares pursuant to Paragraph 2.3 of Article 36 of the Securities and Exchange Act

None

468

China Development Financial Holding Co., Ltd.

Chairman Chia-Juch Chang