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Mercuries Life Annual Report 2023

Aug 12, 2024

52210_rns_2024-08-12_6279f0e8-7cec-403a-be67-dbd536aab5b1.pdf

Annual Report

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Stock Code:2867 Annual Report Website: http://mops.twse.com.tw http://www.mli.com.tw Printed on Feb.29,2024

2023

==> picture [214 x 12] intentionally omitted <==

Hi womSpokesperson

Name: Lin, Pi-Hua Title: Senior Vice President and Chief Financial Officer Tel.: (02)2345-5511#70000 Email: [email protected]

Deputy Spokesperson

Name: Woody S.M.Fang Title: Vice President Tel.: (02)2345-5511#72000 Email: [email protected]

Addresses and Tel. of Head Office and Branch Companies

Unit Address Tel. 1F, No. 58, Shitan Rd., Neihu Dist., Head Office (02)2345-5511 Taipei City International Insurance 7F, No. 145, Sec. 2, Jianguo North Rd., (02)2345-5511 Business Branch Company Zhongshan Dist., Taipei City No. 6, Sec. 3, Minquan East Rd., Taipei Branch Company (02)2509-9001 Zhongshan Dist., Taipei City No. 211, Sec. 1, Wenxin Rd., Nantun Taichung Branch Company (04)2382-3833 Dist., Taipei City 11F, No. 505, Chuiyang Rd., West Dist., Chiayi Branch Company (05)286-3303 Chiayi 12F, No. 100, Sec. 2, Minzu Rd., West Ce Tainan Branch Company (06)224-7822 Dist., Tainan Kaohsiung Branch Company[2F, No. 258, Minghua 1][st][ Rd., Zuoying ] (07)550-6789 Dist., Kaohsiung

Stock Transfer Agency

Name: Stock Agency Department of Horizon Securities Co., Ltd. Address: 3F, No. 236, Sec. 4, Xinyi Rd., Taipei City Website: http://www.honsec.com.tw Tel.: (02)2326-8818

CPAs Assigned for the Financial Statements in the Most Recent Fiscal Year

Names of CPAs: Chen, Chun-Kuang and Hsieh, Chiu-Hua

Name of accounting firm: KPMG Address: 68F, No. 7, Sec. 5, Xinyi Rd., Taipei City Website: http://home.kpmg/tw Tel.: (02)8101-6666

Name of the Offshore Stock Exchange and Method for Accessing Information on Offshore Securities: None.

Company Website: http://www.mli.com.tw

Table of Contents

Table of Contents
I. Letters to Shareholders…………………………………………………………………….. 1
II. Company Profile…………………………………………………………………………… 8
I. Date of Incorporation……………………………………………………………………. 8
II.Company History……………………………………………………………………….. 8
III.Corporate Governance Report…………………………………………………………… 9
I. Organization…………………………………………………………………………….. 9
II. Profile of Directors, Supervisors, President, Vice Presidents, Associate Vice
Presidents,
and
Heads
of
Departments
and
Branch
Units……………………………………….. 13
III. Remuneration Paid to Directors (Including Independent Directors), Supervisors,
President, and Vice Presidents in the Most Recent Fiscal Year……………………… 33
IV. Implementation of Corporate Governance……………………………………………. 46
V.Information on CPA Professional Fees…………………………………………………. 194
VI. Information on Replacement of CPAs………………………………………………… 194
VII. The Company’s Chairman, President, and Managerial Officers in Charge of Finance
or Accounting Holding a Position in the CPAs’ Accounting Firm or Its Affiliated
Enterprise(s)
in
the
Most
Recent
Fiscal
Year…………………………………………. 196
VIII. Equity Changes (Transfer/Pledge) of Directors, Supervisors, Managerial Officers,
and Shareholders with Shareholding Ratio above 10% in the Most Recent Fiscal
Year
and
as
of
the
Publication
Date
of
the
Annual
Report………………………………… 196
IX. Information on Top-10 Shareholders with a Related Party Relationship, or Spousal
Relationship, or Kinship within the Second Degree…………………………………. 200
X. Shares Held by the Company, the Company’s Directors, Supervisors, and Managerial
Offices, and Enterprises Directly or Indirectly Controlled by the Company in a Same
Invested Enterprise and Consolidated Calculation of Comprehensive Shareholding
Ratios………………………………………………………………………………… 201
IV. Capital Overview…………………………………………………………………………. 203
I. Capital and Shares……………………………………………………….……………… 203
II. Corporate Bonds……………………………………………………………………….. 209
III. Preferred Shares………………………………………………………………………. 221
IV. Global Depository Receipts (GDRs)…………………………………………………. 221
V. Employee Stock Option Certificates………………………………………………….. 221
VI. New Restricted Employee Shares……………………………………………………. 221
VII. Issuance of New Shares in Connection with Mergers or Acquisitions of Other
Companies’ Shares………………………………………………………………….. 221
VIII. Finance Plans and Implementation…………………………………………………. 221
V. Operational Highlights……………………………………………………………………. 223
I.Description of the Business……………………………………………………………… 223
II. Overview of Market, Production and Sales…………………………………………….. 248
III. Profile of Employees in the Last Two Years and as of the Publication Date of the
Annual Report………………………………………………………………………... 255
IV. Information on Environmental Protection Expenditure................................................. 256
V. Labor Relations………………………………………………………………………… 257
VI. Cyber Security Management………………………………………………………….. 264
VII. Material Contracts……………………………………………………………………. 270
VI. Financial Information…………………………………………………………………….. 272
I. Condensed Balance Sheets and Comprehensive Income Statements in the Last Five
Years…………………………………………………………………………………. 272
II. Financial Analysis for the Last Five Years…………………………………………….. 274
III. Audit Committee’s Review Report for the Financial Reports in the Most Recent
Fiscal
Year…………………………………………………………………………………... 277
IV.Financial Reports in the Most Recent Fiscal Year…………………………………….. 278
V. The Company’s Individual Financial Reports Audited and Certified by CPAs in the
Most Recent Fiscal Year……………………………………………………………… 415
VI. Impact of the Financial Difficulties of the Company and Its Affiliated Enterprises on
the Company’s Financial Position in the Most Recent Fiscal Year and as of the
Publication Date of the Annual Report………………………………………………. 415
VII. Review and Analysis of the Company’s Financial Position, Performance, and Risk
Management…………………………………………………………………………………… 416
I. Financial Position……………………………………………………………………….. 416
II. Financial Performance…………………………………………………………………. 417
III. Cash Flow…………………………………………………………………………….. 417
IV. Impact of Major Capital Expenditure on Finance and Business Operations in the Most
Recent Fiscal Year…………………………………………………………………… 418
V. Policy for Investees in the Most Recent Fiscal Year, Main Reason(s) for Profit or Loss,
Improvement Plan, and Investment Plan for the Coming Year……………………… 418
VI. Analysis and Evaluation of Risks……………………………………………………... 419
VII.Other Major Events…………………………………………………………………… 433
VIII. Special Disclosure……………………………………………………………………….. 434
I. Information on Affiliated Enterprises………………………………………………….. 434
II. Private Placement of Securities in the Most Recent Fiscal Year and as of the
Publication
Date
of
the
Annual
Report…………………………………………………………… 443
III. Holding or Disposal of the Company’s Stock by Subsidiaries in the Most Recent
Fiscal
Year
and
as
of
the
Publication
Date
of
the
Annual
Report…………………………… 443
IV.Other Necessary Statements…………………………………………………………… 443
IX. Situations Listed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and
Exchange Act with a Material Impact on the Shareholders’ Equity or Securities
Price in the Most Recent Fiscal Year and as of the Publication Date of the Annual
Report……………………………………………………………………………………… 443

I. Letters to Shareholders

I. Operating results of the previous year

  • (I) Implementation results of the business plan for the previous year In 2023, the global economic environment was gradually recovered from multiple setbacks, such as interest rate cycle, geopolitics and energy crisis. However, the overall progress was slow, accompanied with many uncertain risks. According to the global economic forecast released by the IMF, the economic growth of the global GDP will reach 3.1% in 2024, and it is still lower than the historical average level of 3.8%. Despite the sluggish economic outlook, the IMF believes that the possibility of achieving a soft landing in the economy is increasing, and the timing of interest rate cuts is approaching. It reminds countries not to relax their concentration.

  • The profit performance of the domestic life insurance companies declined significantly due to the profound impact of fluctuations in the stock, bond, and foreign exchange markets and the soaring hedging costs. Additionally, with the convergence of International Financial Reporting Standards 17(IFRS17) and the approaching schedule for the new risk solvency indicators of ICS, life insurance companies involved respond to the reform cautiously, while the competent authority also pays close attention and continually stabilize the financial market through each monitoring indicator and policy measure; Mercuries Life Insurance mainly promotes the sales of protection and investment-linked products by adhering to the core principles of dedication to operation and stable growth. While acquiring stable income from handling charges and lowering risks related to interest rates, the Company also attaches importance to the essence of insurance protection and strive to satisfy customer requirements wholeheartedly. In 2023, the new business premium income reached NT$ 33.365 billion, presenting a growth rate of 12.71% on year-on-year basis compared with last year and ranking the 8[th] place given the negative growth of the overall market. The total premium income reached NT$ 113.617 billion, ranking 7[th] place accumulatively.

  • (II) Implementation status of the budget: None.

  • (III) Analysis of financial revenue and expenditure, and profitability

At the end of 2023, the total assets of the Company amounted to NT$ 1.52 trillion, the owner’s equity was NT$ 39.941 billion, the operating income was NT$ 123.273 billion, the net loss after tax of the current period was NT$ 9.516 billion, the comprehensive income was NT$ 6.041 billion, and the earnings per share was NT$2.11.

1

The hedging cost remained at a high level mainly due to the persistently high Twain-US interest margin, and the exchange rate of TWD against USD substantially increased at the end of the year to affect the exchange profit or loss. As a result, the profit margins were compressed under the dual pressure. Although the performance of equity assets was relatively favorable due to the rise of the domestic and foreign stock markets, the overall negative factors still outperformed the positive factors, making the annual gains and losses of the Company not ideal in the year. The Company continually endeavored to implement each capital enhancement plan. In response to the fluctuations in the market environment, the Company will dynamically adjust and establish effective positions, improve the allocation of assets and liabilities and risk management, to pursue the reduction of risk of investment fluctuation, increase stable income, and finally aim to improve profitability and net worth.

  • (IV) Research and development

  • Product development:

According to the corporate development strategy, the Company mainly emphasized the development of protection and investment-linked products. In 2023, the Company finished the development of products like principal-guaranteed lifetime insurance against injury, elderly cancer term insurance, and interest-sensitive protection life insurance. In the future, we will continue our existing commodity product strategy, and give play to the protection essence of life insurance, provide differential products, and make up for the gap of the demand in each stage with the coming of a aging society and the rise of the public health awareness. In compliance with the regulations of the competent authority, the Company will develop products with high contract value and high contractual service margins and improve the product lines in each channel.

  1. Customer service:

To comply with the digital wave, the Company actively improved customer experience and operational efficiency and dedicates to providing a more convenient, friendly and responsive service environment. It consecutively launched Insurtech services such as ―Life conservation/Claim Consortium Blockchain‖, ―Claim Medical Access‖, and ―Diversified Identity Authentication‖. Also, the Company updated the functions of the 0800 customer service line system, optimized the dedicated section for members on its website, and conducted customer satisfaction survey through a third-party market survey company, to improve the service gap of each contact; in the future, we will continue its efforts

2

to improve, implement the principle of treating customers fairly, strengthen the service quality, and try to surpass customer expectations regarding four indicators, i.e., convenience, accuracy, promptness, and satisfaction..

  1. Channel development:

We continued the channel strategy of giving priority to agency channel and supplementing with bancassurance and diversified channels. The Company continued to implement an organizational reserve plan, thus practically cultivating the market competitiveness and organizational development capacity of field colleagues. At the same time, through education and training in each region and a series of finance and insurance courses, the Company coached colleagues to obtain professional certificates and enhanced the professional functions of channels for protection and investment-linked products. Besides, the Company also actively applied digital technology tools to optimize the dedicated section for agents, thus effectively improving the work convenience of colleagues. In the future, we will continue to invest resources to strengthen the ability of business units to increase the headcount and sales capacity and improve their professional sales skills, thus creating a high-quality agency team.

  1. Financial management:

The Company continued to optimize its finance, enrich the capital, and create operational space for profitability from investment. In 2023, the Company completed a total capital increase of approximately NT$ 5.025 billion in cash, and the private placement strategic investor plan was also under progress, aiming to reinforce the financial structure. Any plans beneficial to the capital reinforcement of the Company would be evaluated. We will pay close attention to the market trends, implement cautious operations, and adjust asset allocation flexibly, in the hope that the capital ratio and the risk based capital ratio(RBC) will reach the statutory standards of the competent authority, and profitability may be realized.

  1. IT management:

The Company continually developed and built core systems (Pilot Program) according to the planned timeline, gradually completed milestones in each stage, and realized seamless integration of new and old systems, to provide faster and more stable system services and enhance the Company’s competitiveness; in response to the trend of digital transformation, we planned data development strategies and talent cultivation plans to conduct status analysis in terms of organization, policies/procedures, tools, talents, performance measurement, and

3

data culture, and put forward relevant development direction, to gradually promote digital optimization and improve overall efficiency.

  1. Compliance and risk control:

The Company actively emphasized regulation compliance and risk management, periodically identified and managed each risk indicator, and completed Business Continuity Management (BCM). At the same time, it also strengthened the automatic management system for legal changes to improve the timeliness and effectiveness of response to legal changes, and further optimized system functions for stakeholders, as well as reinforced the control of the stakeholder database. We will continually monitor the compliance of each operational business with laws and regulations, and implement risk management, to benefit the corporate sustainable management.

  1. Corporate sustainability:

The Company has adhered to the tenet of corporate sustainable development, strengthened information disclosure, and improved the corporate governance for many years. It has published sustainability reports for 11 consecutive years, with contents covering sustainability version, sustainable governance, responsibility and inclusive finance, environmental influence, and other important chapters. Also, the Company has obtained assurance from third-party agencies by following multiple international standards, thus improving the credibility of data. Additionally, to practice sustainable strategic management, the President served as the convener to establish a sustainable development team. This team is responsible for tracking and executing the corporate sustainable development business and reporting it to the Board of Directors periodically in terms of environment, society, and corporate governance. The Company promotes the corporate culture of ethical management every year through the evaluation of the performance of the Board of Directors and each functional committee, the review of implementation status of corporate governance, and implementation of the functionality of the Corporate Governance and Nomination Committee.

II. Overview of the business plan for the current year

(I) Operating policies for the current year

In 2024, the Company will continually emphasize on the five major strategic priorities, i.e., ―sound finance, expertized channel, digital transformation, highlighted brand, win customers‖. As for finance, we will mainly strengthen the finance, enrich

4

our capital, and lower the risk of investment fluctuation; increase stable income; continually increase the income from mortality gains and loading surplus; steadily align with International Financial Reporting Standards 17(IFRS17) and ICS new risk solvency indicators. As for channel, we will improve the product lines and provide differentiated products; optimize the digital service tools used by agents; increase agency manpower capable of creating corporate value. As for digital transformation, we will continually introduce technological applications to improve the overall internal work efficiency and steadily convert the application systems. As for brand, we will continually define the Company as an expert in protection and investment-linked products. As for customer service, we will give efforts in developing retired customers, implementing the principle of treating customers fairly, and improving customer satisfaction. In addition, the Company has also included financial sustainable development in the strategic priorities and will continually deal with issues concerned by the competent authority like corporate governance, responsible investment, climate risk management, and Net-Zero Transition, promote talent sustainable actions, and cultivate digital talents, striving to accomplish each goal.

  • (II) Business objective for the current year

The business objective of the Company for the year 2024 has been prudently determined as total premium income of NT$ 103.64 billion in consideration of the business growth in the previous years, and through the measurement of each related factor and the prediction of business development trends in the future.

  • (III) Important production and sales policies

In order to smoothly keep path with IFRS 17 and ICS, the Company actively prepared each alignment operation. By strengthening the financial constitution, enriching the capital, lowering the risk of investment fluctuation, and increasing stable income, the Company strived to improve its profits and net worth. Also, we continually promoted the sales of protection and investment-linked products, provided differentiated products, and strengthened the competitiveness of products while increasing income from sources like mortality gains and loading surplus.

III. Impact of external competitive environment, regulatory environment, and overall business environment

  • (I) External competitive environment

In 2023, the premium income of the life insurance industry declined significantly, mainly due to the impact of global economic fluctuations as well as the reform of laws

5

and regulations regarding investment-linked products. As a result, the sales momentum of the two main products (investment-linked products and interest-sensitive products) became weak, and the agency manpower was also impacted. However, the performance of protection products showed remarkable growth against the trend. In addition to the rise of the health awareness in recent years to lead to the gradual increase of needs for healthcare and disease prevention, life insurance companies have successively transformed their product strategies to protection products with high contractual service margins in response to the preparation for adoption of the new accounting standard. In consideration of the changes in the general environment, the Company will continue the existing product strategies, value customers’ needs, expand the development of retired customers, invest resources in multiple aspects including products, operation process, and services, strengthen the ability of agency team to increase the headcount and sales capacity, and apply digital technology tools to assist the development of the agency team in 2024. Hopefully, with the collective efforts from the internal and field colleagues, the Company will manage to bring convenient, warm, and professional services to the customers.

(II) Regulatory environment

In 2023, the competent authority attached importance to the strengthening of consumer protection and enhanced the supervision over life insurance products, e.g., inclusion of ―stable surplus adjustment items‖ to the interest rate declaration mechanism of interest-sensitive products, reform of laws and regulations on investment-linked products, spot check of design contents of with-profits policies, etc.; additionally, in order to assist each enterprise in keeping path with the new accounting standard, the competent authority already successively released localized and transitional measures in 2023, in the hope that relevant pressure could be relieved and the new accounting standard could be smoothly adopted. Furthermore, the competent authority also further emphasized financial sustainable development, published ―Roadmap to Align with IFRS Sustainability Disclosure Standards‖, continually organized ―Financial Sustainability Appraisal‖ and expand the scope of appraisal objects, planned to launch ―Sustainable Finance License‖, and continually dedicated to the sustainable development of the finance and insurance industry, in the hope that a positive impact could be leveraged. The Company will actively and prudently cope with the changes in the regulatory environment, adhere to the spirit of regulatory compliance, and adjust its operational strategies in a real-time way according to the

6

policy direction indicated by the competent authority, to implement corporate sustainable management.

(III) Overall business environment

In 2023, the global economic environment gradually recovered. Despite numerous risks and challenges ahead, many countries demonstrated their mighty resilience by firmly resisting inflation and coordinating monetary policies with financial policies. The development of AI technology industry also contributed to the improvement of productivity, reducing the probability of global economic recession. The economic signal indicators of Taiwan shifted back to yellow-blue light in November 2023, and both the leading indicator and the coincident indicator increased, showing the gradual recovery of Taiwan’s economy. Changes of the economic situation will be closely followed up later. The council/supervisor meeting of the central bank of Taiwan passed a resolution at the end of December to increase the rediscount rate to 1.85%, maintaining a tight monetary policy stance. Although the inflation rates of Taiwan gradually decreased compared with the previous year, its economic recovery might be indirectly affected by many risks in the face of the global economy. Therefore, the maintenance of the policy interest rates would benefit the stable development of economy and finance as a whole. Looking into the year 2024, international organizations generally predict a slowdown in global economic growth and eased inflation pressure. The Company will continually and closely observe the international financial trends and respond to them prudently.

IV. Future development strategies of the Company

Looking forward to the future, Mercuries Life Insurance Co., Ltd. will continue to focus on its life insurance business and extend the long-term operation principle of ―Focus on Operation and Steady Growth‖, profoundly develop the five strategic priorities of ―sound finance, expertized channel, digital transformation, highlighted brand and win customers‖, give play to the expertise in risk management of life insurance, provide policyholders with protection needs and services in each life stage with more diversified approaches, and concentrate on the quality improvement of finance, channels, digital technology, marketing, and customer service, to realize stable growth and sustainable management in each aspect of the Company.

Chairman Wong, Chau-Shi

7

II. Company Profile

I. Date of Incorporation

June 12, 1993

II. Company Profile

The Company was approved for incorporation on June 12, 1993. Formerly known as ―Mercuries Life‖, the Company is mainly engaged in life insurance business with Mercuries & Associates Holding, Ltd. (formerly known as Mercuries & Associates, Ltd., and renamed in 2015, hereinafter referred to as ―Mercuries & Associates Holding‖) as its major shareholder. In 2001, the Company was strategically allied with MassMutual and renamed as ―Mercuries Life Insurance‖. Mercuries & Associates Holding, the major shareholder of the Company, and its affiliated companies repurchased the shares of the Company held by MassMutual on November 30, 2010, a move that demonstrated their determination in continually developing the insurance market in Taiwan. The Company was officially listed in Taiwan Stock Exchange on December 18, 2012 with stock code of 2867.

The business scale of Mercuries Life Insurance grew rapidly since the incorporation, and the total assets exceeded NT$ 1 trillion in 2017. The Company handled capital increase by cash and issued 1,000,000,000 new shares in 2023 with total capital of NT$ 50.995 billion. In order to comprehensively develop the insurance market in Taiwan, the Company has established as many as 263 agency offices around Taiwan with more than 10,000 agency team members. As of the end of 2023, the effective number of insurance policies of the Company reached 4.37 million, and the Company provided all-around insurance protection and financial management services for more than 2.46 million policyholders.

For a long time, thanks to the collective efforts of all colleagues, Mercuries Life Insurance has adhered to the corporate philosophy of ―A word of promise, a friend for life‖, and created long-term value for our policyholders, shareholders, and employees. Looking into the future, we will stick to ―Focus on Operation and Steady Growth‖ as our main operation principle, pursue the stable growth in each aspect, continually optimize our business constitution, and join hands with stakeholders from all walks of life to practice our commitment for corporate sustainable management, and move towards the corporate vision of ―the most value-creating professional life insurance company‖.

8

III. Corporate Governance Report

I. Organization

(I) Organization Structure Date of organization chart: February 29, 2024

==> picture [733 x 373] intentionally omitted <==

9

(II) Business operated by major departments

Department Functions and responsibilities
AuditingOffice Internal control and audit
Bancassurance
Department
Bank channel business
Executive Office Promotion of the implementation of each strategy and
business and facilitation of corporate governance and
corporate sustainable development
HR Department Management and development of internal human resources
Actuarial Department 1 Evaluation of statistical final accounting, reinsurance, and
actuarialprojects
Actuarial Department 2 Development and maintenance of actuarial system and
evaluation of actuarialprojects
Product Department R&D of each insuranceproduct
Finance Department Cashier and fundprocurement
PlanningDepartment 1 Financialplanningand analysis
PlanningDepartment 2 Financialprojects and systems
Accounting Department 1 Accounting treatment,
review of expenses
(general
expenses), preparation of financial statements and budgets,
etc.
Accounting Department 2 Accounting treatment, review of expenses (policy-related
expenses),projectplanning, etc.
Risk
Management
Department
Evaluation,
control,
management,
measurement,
and
analysis of corporate risks
Equity
Investment
Department
Planning,
decision-making,
and
execution
of
each
investmentproject
International
Equity
Department
Overseas equity investment business
International
Bonds
Department
International bonds investment business
Recurring
Income
Department
Recurring income investment business
Loan Department Loan-related business
Investment
Management
Department
Investment administration and management, and execution
of centralized market transactions of valuable securities
Asset
Allocation
Management Department
Planning, execution and supervision of asset allocation,
measurement and management of investment performance,
segregation management ofpolicyassets, capital allocation,

10

Department Functions and responsibilities
investmentproject research, and responsible investment
Real Estate Department Real estate investment, research, and management
Regulatory
Compliance
Office
Planning,
management,
and
execution
of
corporate
regulatory compliance, and assistance for each unit’s
regulatory compliance
Money laundering rating control, analysis and monitoring of
suspected transactions, and other relevant business
Occupational Safety and
General
Affairs
Department
Occupational
safety
related
business,
and
leasing,
purchasing, and maintenance of workplace equipment
Legal Affairs Office Review of contractual terms and legal affairs
Service
Quality
Department
Monitoring of business quality and other related matters
Policyholder
Complaint
Center
Handling of policyholders’ claims and complaints
Information
Security
Department
Overall arrangement of information security policies and
governance, and management and planning of cybersecurity
infrastructure and other related business
Digital
Information
Department
Management of integration and operation flows of
information system
Information Development
Department 1
Planning, development, and maintenance of life insurance
system
actuarial,
products,
contracts,
finance
and
accounting, and business
Information Development
Department 2
Planning,
development,
maintenance,
and
technical
development of policyholder services, claims, and core
applications of the life insurance system
Information
Engineering
Department
Control of system operations and maintenance of network
information security
System
Planning
Department
Business analysis of core system reconstruction, and
research, analysis, and application of FinTech
Core System Conversion
Project Office
Core system conversion related work
Policyholder
Service
Department
Policy contract maintenance and policyholder services
Premium Department Collection and payment of renewal premium, and
management of eachpayment channel
Customer Service Center 0800 toll-free service hotline acceptance center
Group
Insurance
Promotion ofgroupinsurance and related administration

11

Department Functions and responsibilities
Department work
Claims Department Review of insurance accidents and verification and payment
of insurance benefits
Operational
Planning
Department
Integration
and
evaluation
of
cross-departmental
administrationprojects
Contract Department Underwriting of insurance contracts and distribution of
insurancepolicies
Diversified
Marketing
Department
Overall planning and execution of diversified marketing
channels
Business
Support
Department
Agent assessment, commission payment, and product
planning
Investment
Insurance
Department
Integration of business related to investment products
Marketing Department Marketing strategic planning, product education and
promotion, andprovision of auxiliarytools for sales
Brand
Marketing
Department
Execution of marketing strategies of agency channels,
dedicated brand and media communication, and cultural
publicityandplanning
Agency
Training
Department
Planning and execution of agent training
International
Insurance
Branch Company

Handling of offshore life insurance using foreign currency
for receipts and payments, and other insurance related
business approved bythe competent authority
Regional
Branch
Companies
Execution of regional contracts, claims, policyholder
services, renewal premium collection and other relevant
work
Divisions Agent management, training, and business promotion in
each region

12

II. Profile of Directors, Supervisors, President, Vice Presidents, Associate Vice Presidents, and Heads of Departments and Branch Units

(I) Directors and supervisors

1. Profile of directors and supervisors (I)

April 16, 2024

Title Nationali
ty or
registere
d place
Name Gende
r
Age Age Age Age Date of
election
(appointme
nt)
Term
of
office
(Note
1)
Date
first
electe
d
Shares held upon
election (Note 2)
Shares held upon
election (Note 2)
Shares currently held
(Note 3)
Shares currently held
(Note 3)
Shares currently
held by spouse
and minor
children (Note
3)
Shares currently
held by spouse
and minor
children (Note
3)

Shares
held in
the name
of others
(Note 3)

Shares
held in
the name
of others
(Note 3)
Main
experience
(education)
Concurre
nt
position(
s)
currently
held in
the
Compan
y and
other
compani
es
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Remar
k
41-50 51-60 61-70 Above 71
Number Ratio Number Ratio Number Ratio Number Ratio Title Name Relati
on
Director ROC Mercuries &
Associates
Holding,
Ltd.
- Jun. 15,
2023
3
years
Jun.
1,
1993

1,574,295,9
26
34.23
%
1,642,751,9
26
32.21
%
0 0.00
%
0 0.00
%
Master of Arts,
University
of
Sunderland
Bachelor
of
Laws, National


Chairman ROC Representati
ve:
Wong,
Chau-Shi
Male Jun. 15,
2023
3
years
Jun.
1,
1993

0
0.00% 0 0.00% 288,815 0.01
%
0 0.00
%
Taiwan
University
Chairman
of
Foundation for
Taiwan Masters
Golf
Tournament
Chairman
of
Foundation
of
Chinese Dietary
Culture,
Chairman
of
Mercuries Life
Insurance Co.,
Ltd.









Note 4
Director
Wong,
Wei-Chy
un
Father
and
son
None

13

Title Nationali
ty or
registere
d place
Name Gende
r
Age Age Age Age Date of
election
(appointme
nt)
Term
of
office
(Note
1)
Date
first
electe
d
Shares held upon
election (Note 2)
Shares held upon
election (Note 2)
Shares currently held
(Note 3)
Shares currently held
(Note 3)
Shares currently
held by spouse
and minor
children (Note
3)
Shares currently
held by spouse
and minor
children (Note
3)

Shares
held in
the name
of others
(Note 3)

Shares
held in
the name
of others
(Note 3)
Main
experience
(education)
Concurre
nt
position(
s)
currently
held in
the
Compan
y and
other
compani
es
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Remar
k
41-50 51-60 61-70 Above 71
Number Ratio Number Ratio Number Ratio Number Ratio Title Name Relati
on
Director ROC Mercuries &
Associates
Holding,
Ltd.
- Jun. 15,
2023
3
years
Jun.
1,
1993

1,574,295,9
26

34.23
%

1,642,751,9
26

32.21
%

0
0.00
%
0 0.00
%

M.S.
in
Accounting,
Tamkang
University
Master
of
Public
Administration,
University
of
San Francisco,
USA
Director &
President of
Namchow
Chemical
Industrial Co.,
Ltd.




-
- - - -
ROC Representati
ve: Chen,
Chin-Tsai
Male Jun. 15,
2023
3
years
Jan.
10,
2019

0
0.00% 0 0.00% 0 0.00
%
0 0.00
%
Note 5 None None None None
ROC Representati
ve: Wong,
Wei-Chyun
Male Jun. 15,
2023
3
years
Apr.
14,
2022
0 0.00% 0 0.00% 0 0.00
%
0 0.00
%
PhD
in
Department of
Chemistry,
University
of
Pennsylvania
Chairman of
SCI Pharmtech,
Inc.



Note 6
Chairm
an
Wong,
Chau-Shi

Father
and
son
None

14

Title Nationali
ty or
registere
d place
Name Gende
r
Age Age Age Age Date of
election
(appointme
nt)
Term
of
office
(Note
1)
Date
first
electe
d
Shares held upon
election (Note 2)
Shares held upon
election (Note 2)
Shares currently held
(Note 3)
Shares currently held
(Note 3)
Shares currently
held by spouse
and minor
children (Note
3)
Shares currently
held by spouse
and minor
children (Note
3)

Shares
held in
the name
of others
(Note 3)

Shares
held in
the name
of others
(Note 3)
Main
experience
(education)
Concurre
nt
position(
s)
currently
held in
the
Compan
y and
other
compani
es
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Remar
k
41-50 51-60 61-70 Above 71
Number Ratio Number Ratio Number Ratio Number Ratio Title Name Relati
on
ROC Representati
ve:
Hsu,
Chin-Hsin
Fema
le
Jun. 15,
2023
3
years
Jun.
23,
2017
0 0.00% 329,271 0.01% 0 0.00
%
0 0.00
%
Master of Laws
in
LL.M.,
Northwestern
University
Judge
of
Taiwan
Keelung
District Court
Assistant
Partner Lawyer
of
Formosa
Transnational
Attorneys
at
Law
Attorney
General of
Mercuries &
Associates
Holding,Ltd.






Note 7
None None None None
Director ROC Chen,
Shiang-Li
Male Jun. 15,
2023
3
years
Dec.
15,
2004
0 0.00%
0
0.00% 2,730,7
11

0.05
%
0 0.00
%

MBA,
Georgetown
University,
USA
Chairman
&
President
of
Mercuries
&
Associates
Holding,Ltd.



Note 8
None None None None

15

Title Nationali
ty or
registere
d place
Name Gende
r
Age Age Age Age Date of
election
(appointme
nt)
Term
of
office
(Note
1)
Date
first
electe
d
Shares held upon
election (Note 2)
Shares held upon
election (Note 2)
Shares currently held
(Note 3)
Shares currently held
(Note 3)
Shares currently
held by spouse
and minor
children (Note
3)
Shares currently
held by spouse
and minor
children (Note
3)

Shares
held in
the name
of others
(Note 3)

Shares
held in
the name
of others
(Note 3)
Main
experience
(education)
Concurre
nt
position(
s)
currently
held in
the
Compan
y and
other
compani
es
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Remar
k
41-50 51-60 61-70 Above 71
Number Ratio Number Ratio Number Ratio Number Ratio Title Name Relati
on
Director ROC Wang,
Chih-Hua
Male Jun. 15,
2023
3
years
Jan.
21,
2011
1,177,251 0.03% 1,229,251 0.02% 0 0.00
%
0 0.00
%
Department of
Economics, Fu
Jen
Catholic
University
Vice President,
Financial
Supervisor,
Corporate
Governance
Officer
&
Chief
Information
Security
Officer
of
Mercuries
&
Associates
Holding,Ltd.







Note 9
None None None None
Director ROC Cheng,
Chun-Nong
Male Jun. 15,
2023
3
years
May
28,
2008
0 0.00% 0 0.00% 0 0.00
%
0 0.00
%
Department of
Accounting,
National
Chengchi
University
Director
of
Ernst & Young
Global Limited



Note 10
None None None None
Independe
nt
Director
ROC Kuo, Wei-Yu Male Jun. 15,
2023
3
years
Jun.
19,
2020
0 0.00% 0 0.00% 0 0.00
%
0 0.00
%
PhD
in
Financial
Economics,
Department of
Economics,
University
of
Cambridge, UK
Director
of
Bank of Taiwan
Independent
director of Kim
Forest
Enterprise Co.,
Ltd.






Note 11
None None None None

16

Title Nationali
ty or
registere
d place
Name Gende
r
Age Age Age Age Date of
election
(appointme
nt)
Term
of
office
(Note
1)
Date
first
electe
d
Shares held upon
election (Note 2)
Shares held upon
election (Note 2)
Shares currently held
(Note 3)
Shares currently held
(Note 3)
Shares currently
held by spouse
and minor
children (Note
3)
Shares currently
held by spouse
and minor
children (Note
3)

Shares
held in
the name
of others
(Note 3)

Shares
held in
the name
of others
(Note 3)
Main
experience
(education)
Concurre
nt
position(
s)
currently
held in
the
Compan
y and
other
compani
es
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Remar
k
41-50 51-60 61-70 Above 71
Number Ratio Number Ratio Number Ratio Number Ratio Title Name Relati
on
ROC Henry Yang Male Jun. 15,
2023
3
years
Jun.
19,
2020
0 0.00%
0
0.00%
0
0.00
%
0 0.00
%

Master,
Institute
of
Actuarial
Sciences,
Georgia
State
University,
USA
President
of
Reinsurance
Group
of
American
(RGA) Taiwan
Branch
Chairman
of
AICT
President
of
Taiwan Branch
of
Deloitte
Trowbridge
Actuarial
Consulting
Management
Company









None
None None None None
ROC Tu,
Te-Cheng
Male Jun. 15,
2023
3
years
Jun.
15,
2023

0
0.00%
0
0.00%
0
0.00
%
0 0.00
%

MBA,
University
of
Houston
Chairman
of
PharmaEngine I
nc.
President
of
President
International
Development
Corp.



Note 12
None None None None

17

Title Nationali
ty or
registere
d place
Name Gende
r
Age Age Age Age Date of
election
(appointme
nt)
Term
of
office
(Note
1)
Date
first
electe
d
Shares held upon
election (Note 2)
Shares held upon
election (Note 2)
Shares currently held
(Note 3)
Shares currently held
(Note 3)
Shares currently
held by spouse
and minor
children (Note
3)
Shares currently
held by spouse
and minor
children (Note
3)

Shares
held in
the name
of others
(Note 3)

Shares
held in
the name
of others
(Note 3)
Main
experience
(education)
Concurre
nt
position(
s)
currently
held in
the
Compan
y and
other
compani
es
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Other officers, directors, or
supervisors with relation of
spouse or second degree of
kinship
Remar
k
41-50 51-60 61-70 Above 71
Number Ratio Number Ratio Number Ratio Number Ratio Title Name Relati
on
ROC Liou,
Han-Tzong
Male Jun. 15,
2023
3
years
Jun.
15,
2023

0
0.00%
0
0.00%
0
0.00
%
0 0.00
%

Master,
the
Duke
Center
for
International
Development,
Chairman
of
Horizon
Securities Co.,
Ltd.




Note 13
None None None None
ROC Justin Tsai Male Jun. 19,
2020
3 years
(Term of
office
terminat
ed on
Jun 15,
2023)
Jun.
19,
2020

0
0.00% 0 0.00% 0 0.00
%
0 0.00
%
MBA, Indiana
University,
USA
President of Ta
Chong Bank
President
of
Taishin
International
Bank



Note 14
None None None None

Note 1: The term of office lasts for three years, i.e., from June 15, 2023 to June 14, 2026.

  • Note 2: For shares held upon election, the shareholding ratio is calculated based on total 4,599,501,044 shares already issued by the Company. Note 3: For shares currently held, the shareholding ratio is calculated based on total 5,099,501,044 shares already issued by the Company. The information regarding number of shares was provided up to April 16, 2024.

  • Note 4: Chairman of Mercuries Life Insurance Co., Ltd., chairman of Foundation of Chinese Dietary Culture, chairman of Foundation for Taiwan Masters Golf Tournament chairman of Taiwan Chain Stores and Franchise Association, consultant of Mercuries & Associates Holding, Ltd., and director of Shurong Co., Ltd.

  • Note 5: Chairman of WIN Semiconductors Corp., chairman of ITEQ Corp., chairman of WIN Earn Investment Co., Ltd., chairman of WIN Chance Investment Co., Ltd., chairman of WIN Venture Capital Crop., chairman of Jiangsu Chainwin Agriculture and Animail Technology Co.,Ltd.,chairman of Jiangsu Chainwin Kang Yuan Agriculturral Development Co.,Ltd., chairman of Jiangsu Win Yield Agriculuture Development Co.,Ltd.,chairman of Jiangsu Win Shine Agriculuture Development Co.,Ltd., chairman of Chainwin Biotech and Agrotech (Cayman Islands) Co., Ltd., chairman of Bang Mao Investment Co., Ltd., chairman of Win Lux Biotech Co., Ltd., chairman of Phalanx Biotech Group, chairman of Jiangsu Win Chance Agriculture Development Co., Ltd., vice chairman of HIWIN Technologies Corp., director of WIN SEMI. USA, INC., director of Win Semiconductors Cayman Islands Co., Ltd., director of Jiangsu CM/Merit Agricultural Development Co., Ltd., director of i-Chainwin Technology Co., Ltd., independent director of Kinsus Interconnect Technology Corp., independent director of Tong Hsing Electronic Industries, Ltd., independent director of Inventec Besta Co., Ltd., supervisor of Excellence Sporting Goods Co., Ltd., and supervisor of Comax Sporting Goods Co., Ltd.

  • Note 6: Chairman of SCI Pharmtech, Inc., chairman of Yushan Pharmaceuticals, Inc., chairman of Shuren Investment Co., Ltd., chairman of Shufeng Investment Co., Ltd., director of Shurong Co., Ltd.,,director of Mercuries F&B Co., Ltd., director of Simple Mart Retail Co., Ltd., director of Mercuries & Associates Holding, Ltd., director of Framosa Co., Ltd., director of Energenesis Biomedical Co., Ltd., director of Foundation for Taiwan Masters Golf Tournament, chairman of Shui-Mu Foundation of Chemistry,

18

director of the Kaohsiung City Garden of Hope Foundation, and director of the Association for the Criminal Defense of the Republic of China

  • Note 7: Attorney General of Mercuries & Associates Holding, Ltd., director of CMG International One Co., Ltd., director of CMG International Two Co., Ltd., director of Framosa Co., Ltd., independent director of Orient EuroPharma Co., Ltd., independent director of Eastern Union Interactive Corp., and director of Taiwan Bar Association

  • Note 8: Chairman and president of Mercuries & Associates Holding, Ltd., chairman of Mercuries General Media, Inc., chairman of Mercuries Leisure Co., Ltd., chairman of Shanghong Investment Co., Ltd., director of Mercuries & Associates, Ltd., director of Mercuries Data Systems Ltd., director of Mercuries Liquor & Food Co., Ltd., director of Mercuries F&B Co., Ltd., director of SCI Pharmtech, Inc., director of Mercuries Fu Bao Co., Ltd., director of Simple Mart Retail Co., Ltd., director of Shangling Investment Co., Ltd., director of Simple Mart Plus Co., Ltd., director of Foundation for Taiwan Masters Golf Tournament, director of Foundation of Chinese Dietary Culture, chairman of Chinese Slow Pitch Softball Association, and executive director of Teeball Association.

  • Note 9: Vice President, Financial Supervisor, Corporate Governance Officer & Chief Information Officer of Mercuries & Associates Holding, Ltd., director of Mercuries General Media, Inc., director of Mercuries Leisure Co., Ltd., director of Jia Hong Investment Co., Ltd., director of Mercuries Liquor & Food Japan Co., Ltd., director of Mercuries Social Welfare & Charity Foundation in Taoyuan County, supervisor of Mercuries & Associates, Ltd., and supervisor of Enjoy Records Co., Ltd.

  • Note 10: CPA of Liangdong Accounting Firm, director of Liangdong Investment Co., Ltd., executive supervisor of Risk Management Society of Taiwan, independent director & Remuneration Committee member of Locus Cell Co., Ltd., and director of Center for Asia-Pacific Resilience and Innovation

  • Note 11: Distinguished professor, Department of International Business, National Chengchi University, independent director of Connection Technology Systems Inc., and independent director of Chi Hua Fitness Co., Ltd.

  • Note 12: Independent director of Mercuries & Associates Holding, Ltd., independent director of SCI Pharmtech, Inc., and supervisor of Shangda Investment Co., Ltd. Note 13: Independent director of Mercuries & Associates Holding, Ltd., director of China Investment & Development Co., Ltd., and supervisor of Tahua Venture Investment Co., Ltd.

  • Note 14: Not an incumbent director, and therefore not applicable.

19

Major shareholders of corporate shareholders:

Major shareholders of corporate shareholders: Major shareholders of corporate shareholders:
M April 23, 2024
Name of corporate shareholder
Major shareholders of corporate shareholder
ercuries & Associates Holding,
Shangling Investment Co., Ltd. (18.07%), Shunren
Investment Co., Ltd. (12.85%), Mega Prosper Investment
Limited (9.98%), Shanghong Investment Co., Ltd. (5.63%),
Shufeng Investment Co., Ltd. (5.06%),
Mercury Fu Bao Co., Ltd. (4.18%), Chen, Shiang-Li
(2.26%), Employee Pension Fund Management Committee
of Mercuries & Associates, Ltd. (1.86%), Wong, Chau-Shi
(1.77%), and Chen, Shiang-Chung (1.60%)

Major shareholders of major shareholders as corporate shareholders:

Major shareholders of major shareholders as corporate shareholders: Major shareholders of major shareholders as corporate shareholders:
March 31, 2024
Name of corporate shareholder Major shareholders of corporate shareholder
Shangling Investment Co., Ltd. Chen, Shiang-Li (31.41%), Chen, Shiang-Jeh (17.67%),
Chen, Shiang-Feng (17.67%), Hsu, Chang-Hui (6.37%),
Chen, Shiang-Chung (13.54%), Shanghong Investment
Co.,Ltd.(8.21%),Wang,Te-Pin(5.13%)
Shunren Investment Co., Ltd. Wong, Wei-Chyun (27.89%), Wong, Tsui-Chun (24.70%),
Wong, I-Hsuan (17.55%), Shufeng Investment Co., Ltd.
(15.39%), Wong, Chau-Shi (14.39%), Yang, Chun-Hui
(0.06%),Yang,Hsueh-Hui(0.02%)
Mega Proper International
Limited
Mega Proper International Limited (100%), a merchant
registered in British Virgin Islands
Shanghong Investment Co., Ltd. Chen, Shiang-Li (21.74%), Shangling Investment Co., Ltd.
(32.61%), Chen, Shiang-Jeh (13.48%), Chen, Shaing-Feng
(13.48%), Chen, Shiang-Chung (9.56%), Hsu, Chang-Hui
(5.22%),Wang,Te-Pin(3.91%)
Shufeng Investment Co., Ltd. Shunren Investment Co., Ltd. (67.95%), Wong, Chau-Shi
(14.62%), Wong, Wei-Chyun (8.20%), Wong, Tsui-Chun
(8.20%), Yang, Chun-Hui (0.46%), Yang, Hsueh-Hui
(0.26%), Wong, I-Hsuan (0.26%), Chen, Shiang-Feng
(0.05%)
Mercury Fu Bao Co., Ltd. Mercuries & Associates Holding, Ltd. (100%)

20

  1. Profile of directors and supervisors (II)

  2. (1) Disclosure of information on professional qualifications of directors and supervisors, and independence of independent directors:

and independence of independent directors: and independence of independent directors: and independence of independent directors:
February 29, 2024
Condition
Name

Professional qualifications and experience
Independence
status
Number of other public
companies where the
director holds a
concurrent post of
independent director
Directors
Wong, Chau-Shi
(Note 1)

1. Wong, Chau-Shi also serves as the chairman
of Foundation of Chinese Dietary Culture and
Foundation
for
Taiwan
Masters
Golf
Tournament. Wong served as the chairman of
Mercuries Life Insurance.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
FSC
Order
No.
Jin-Guan-Bao-Shou-Zi-1110493937
dated
September 26,2022.








0
Chen, Shiang-Li
(Note 1)

1. Chen, Shiang-Li served as president of HS
Securities Investment Consulting Co., Ltd. and
chairman of First Venture Capital Co., Ltd., and
currently serves as chairman and president of
Mercuries & Associates Holding, Ltd., director
of Mercuries Fu Bao Co., Ltd., director of
Mercuries Liquor & Food Co., Ltd, director of
Simple Mart Retail Co., Ltd., director of
Mercuries Data Systems Ltd., and director of
SCI Pharmtech, Inc. with abundant enterprise
management experience. Later Chen has served
as a director of the Company since December
2004 with a deep understanding of the life
insurance business.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
FSC
Order
No.
Jin-Guan-Bao-Shou-Zi-10502137360
dated
December 16,2016.

















0
Wong,
Wei-Chyun
(Note 1)
Wong, Wei-Chyun is the chairman of SCI
Pharmtech, Inc. and Yushan Pharmaceuticals,
Inc., as well as the director of Mercuries &
Associates
Holding,
Ltd.
with
a
deep
understanding of corporate management.




0

21

Chen, Chin-Tsai
(Note 1)

Chen, Chin-Tsai served as president of
Namchow Chemical Industrial Co., Ltd., and
currently
serves
as
chairman
of
WIN
Semiconductors Corp., chairman of ITEQ
Corporation,
vice
chairman
of
HIWIN
Technologies Corp., independent director of
Inventec Besta Co., Ltd., independent director
of Kinsus Interconnect Technology Corp., and
independent director of Tong Hsing Electronic
Industries, Ltd. with abundant experience in
corporate management. Chen has served as a
director of theCompanysince 2019.











3
Wang,
Chih-Hua
(Note 1)
1. Wang, Chih-Hua served as supervisor of
First Financial Holding Co., Ltd. and supervisor
of SCI Pharmtech, Inc., and currently serves as
the
financial
supervisor
and
Corporate
Governance Officer of Mercuries & Associates
Holding, Ltd. with professional experience in
the corporate finance and governance. Wang
has served as a director of the Company since
2011.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
FSC
Order
No.
Jin-Guan-Bao-Shou-Zi-1110442989
dated
August 19,2022.












0
Hsu, Chin-Hsin
(Note 1)
Hsu, Chin-Hsin served as a judge of a local
court and a junior partner of Formosa
Transnational Attorneys at Law, and currently
serves as Attorney General of Mercuries &
AssociatesHolding,Ltd. withexpertisein law.




2
Cheng,
Chun-Nong
(Note 1)
1.
Cheng,
Chun-Nong
served
as
chief
accountant of Ernst & Young, and an
independent director and the chairman of the
Audit Committee of the Company from 2008 to
2020; Cheng currently serves as a CPA of
Liangdong Accounting Firm、director of
Liangdong Investment Co., Ltd., and an
independent director of Locus Cell Co., Ltd.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
FSC
Order
No.
Jin-Guan-Bao-Shou-Zi-10602000880
dated
January19,2017.











1
Independent
directors
Kuo, Wei-Yu
(Note 1)
1. Kuo, Wei-Yu, PhD in Financial Economics,
Department of Economics, University of
Cambridge,
UK,
currently
serves
as
a
distinguished
professor,
Department
of




Note 2
2

22

International Business, National Chengchi
University, independent director of Connection
Technology Systems Inc., and independent
director of Chi Hua Fitness Co., Ltd. Kuo give
equal consideration to the academic theories
and
practical
operations
of
corporate
management.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
FSC
Order
No.
Jin-Guan-Bao-Shou-Zi-1090416408
dated
April 20,2020.









Henry Yang
(Note 1)
1. Henry Yang, as a full member of Society of
Actuaries (SOA), served as the chairman of
SOA and the president of Reinsurance Group of
American
(RGA)
Taiwan
Branch
with
abundant experience in corporate governance,
actuarial studies, and management.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
FSC
Order
No.
Jin-Guan-Bao-Shou-Zi-1090142468
dated
August14,2020.









Note 2
0
Tu, Te-Cheng
(Note 1)

Tu,
Te-Cheng
served
as
chairman
of
PharmaEngine Inc. and president of President
International Development Corp., and currently
serves
as
independent
director
of
SCI
Pharmtech, Inc. and independent director of
Mercuries & Associates Holding, Ltd. with
abundant experience in corporate governance
and management.







Note 2
2
Liou,
Han-Tzong
(Note 1)
Liou, Han-Tzong served as chairman of
Horizon Securities Co., Ltd., and currently
serves as independent director of Mercuries &
Associates
Holding,
Ltd.
with
abundant
experience
in
securities
and
corporate
management.





Note 2
1
Justin Tsai
(Term of office
terminated on
Jun 15, 2023)
Justin Tsai served as president of Ta Chong
Bank and president of Taishin International
Bank, and currently serves as independent
director of ALi Tech with professional
experience in financial market.




Non-incumben
t director
Non-incumbent director

Note 1: It is confirmed through periodic review that circumstances stipulated in each paragraph of Article 30 of the Company Act haven’t occurred.

Note 2: It is confirmed through review that independent directors were not involved in the following circumstances two years prior to election, i.e., term of office, or complied with the exceptions regarding the concurrent office-taking between independent directors of parent company, subsidiaries or subsidiaries under the same parent company in accordance with Article 3-2 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies:

(1) The independent directors serve as the directors, supervisors or employees of the Company, or affiliated enterprises of the Company, and companies having specific relation with the Company.

(2) The spouse and relatives within the second degree of kinship of the independent directors serve as directors, supervisors or employees of the Company, or affiliated enterprises of the Company.

23

(3) The independent directors and their spouses and underage children hold more than one percent of the total number of shares already issued by the Company themselves or in the name of others, or act as individual shareholders with shareholding ranking the top 10.

(4) The independent directors work for service agencies that provide services of commerce, legal affairs, finance, and accounting for the Company or its affiliated enterprises.

(5) The independent directors obtain rewards for providing services of commerce, legal affairs, finance, and accounting for the Company or its affiliated enterprises.

24

  • (2) Diversity and independence of the Board of Directors:

  • A. Diversity of the Board of Directors:

It is prescribed in ―Director Election and Succession Planning‖ of the Company that the professional qualifications and selection conditions of directors and independent directors shall comply with the provisions of ―Company Act‖, ―Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies‖, and ―Regulations Governing Required Qualifications, Concurrent Serving Restrictions and Matters for Compliance by Responsible Persons of Insurance Enterprises‖, and the seats of professional natural persons served directors shall comply with the provisions of the competent authority. In accordance with the provisions of Article 8 of ―Regulations Governing Required Qualifications, Concurrent Serving Restrictions and Matters for Compliance by Responsible Persons of Insurance Enterprises‖, 5 directors elected shall be natural persons with professional qualifications, and the Company has already complied with this regulatory requirement. Also, the Company has established ―Procedures for Election of Directors‖ which stipulates that the election of Board members should be performed in consideration of the overall structure of the Board of Directors, the members of the Board of Directors should be diversified, and an appropriate diversity policy should be drafted based on the corporate operation, business types and development demands. It is advisable to include but not limited to the standards regarding the following two aspects:

(A) Basic conditions and values: Gender, age, nationality, culture, etc.

(B) Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, industry experience, etc.

The members of the Board of Directors shall generally possess the knowledge, skills and quality needed for execution of their duties, as well as the following capabilities as a whole:

  • (A) Operation judgment capabilities

  • (B) Accounting and financial analysis capabilities.

  • (C) Operation management capabilities

  • (D) Risk management knowledge and capabilities

  • (E) Criss handling capabilities

  • (F) Professional knowledge on finance and insurance

25

(G) Awareness of international market

(H) Leadership

(I) Decision-making capabilities

The current Board of Directors comprises 11 directors, including 4 independent directors who account for 36%, and 1 female director who accounts for 9%. The average age of the members of the Board of Directors age 65.25. 1 director is aged 40 (including given figure)-50, accounting for 9%; 3 directors are aged 50 (including given figure)-60, accounting for 27%; 7 directors are aged 60 and above, accounting for 64%. In order to realize the objective of diversity of the members of the Board of Directors, the Company has established the following rules: Each Board of Directors shall comprise at least 4 directors with professional experience in the insurance industry and at least 1 independent director with the expertise in risk management. In addition, the Company attaches importance to the gender equality in the constitution of the members of the Board of Directors, and will continually pursue appropriate talents and strive to realize the goal of making female directors account for 1/3 of all directors.

The Company also emphasizes on the professional competency of the chairman of each functional committee. Therefore, 4 independent directors shall be specialized in risk management, finance and accounting, or operation management at least. Independent director Henry Yang has the expertise in operation management, finance and accounting, and risk management/investment, and therefore is eligible to serve as the chairman of the Audit Committee; independent director Kuo, Wei-Yu has the expertise in operation management, and finance and accounting, and risk management/investment, and therefore is eligible to serve as the chairman of the Corporate Governance and Nomination Committee; independent director Tu, Te-Cheng has the expertise in operation management and risk management/investment, and therefore is eligible to serve as the chairman of the Remuneration Committee; independent director Liou, Han-Tzong has the expertise in operation management and risk management/investment, and therefore is eligible to serve as the chairman of the Risk Management Committee. Therefore, the objective for the constitution of independent directors of the Company has been fulfilled.

In addition, in order to achieve the diversity of the constitution of the members of the Board of Directors, each director has multiple

26

professional backgrounds, and the relevant implementation status is as follows:

follows: follows: follows: follows: follows: follows: follows: follows: follows: follows:
Core diversity item
Name of director

Basic composition
Professional
competence
Nationality Gender Concurrent
post of
employee
of the
Company

Term of
office as
independent
director
Age Operation management Finance and accounting Law Risk management/investment
Below 3 years 3-9 years Above 9 years 41-50 51-60 61-70 Above 71
Wong,Chau-Shi ROC Male
Chen,Shiang-Li ROC Male
Wong,Wei-Chyun ROC Male
Chen,Chin-Tsai ROC Male
Wang,Chih-Hua ROC Male
Hsu,Chin-Hsin ROC Female
Cheng,Chun-Nong ROC Male
Kuo,Wei-Yu ROC Male
HenryYang ROC Male
Tu,Te-Cheng ROC Male
Liou,Han-Tzong ROC Male
Justin Tsai
(Term of office
terminated on June
15, 2023)
ROC Male

B. Independence of the Board of Directors:

The 11[th] Board of Directors of the Company was elected in the regular shareholders’ meeting held on June 15, 2023 and 11 directors were elected with term of office starting from June 15, 2023 and ending on June 14, 2026. 7 directors were natural-person directors (including 4 independent directors), and 4 directors were representatives of Mercuries & Associates Holding, Ltd.

The Company has already acquired statements from each director, including independent directors, confirming the independence of the directors themselves and their direct relatives from the Company. Among 11 directors, 2 directors have the spousal relationship, or kinship within the second degree (director Wong, Chau-Shi and director Wong, Wei-Chyun have a father-son relationship). Therefore, the Company complies with the provisions stipulated in Subparagraph 3 of Article 26-3 of the Securities and Exchange Act. Besides, the Company hasn’t appointed any supervisors, and the provisions stipulated in Subparagraph

27

4 of Article 26-3 of the Securities and Exchange Act do not apply.

28

(II) Profile of president, vice presidents, associate vice presidents, and heads of departments and branch units

February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024
Title Nationality Name Gender Date of
election
(appointment)
Shares held Shares held by spouse
and minor children
Shares held in the
name of others
Main experience (education) Concurrent
position(s)
currently held
in other
companies
Manager with relation of
spouse or second degree of
kinship
Remark

Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Title Name Relation
President ROC Chen,
Hung-Shen
g
Male Jul. 7, 2021 3,679,875 0.07% 0 0.00% 0 0.00% Institute of Statistics, National Tsing Hua
University

None
None None None None
Executive Vice
President
ROC Money
Chang
Male Apr. 21, 2017 5,071,765
0.10%
144,216 0.00% 0 0.00% Department of Banking and Insurance, Feng
Chia University

None
None None None None
Executive Vice
President
ROC Huang,
Wen-Chung
Male Jan. 1, 2000 11,864,818 0.23% 10,000 0.00% 0 0.00% Department of Mechanical Engineering, Feng
Chia University

None
None None None None
Senior Vice
President
ROC Lin,
Ching-Hsia
ng
Male Apr. 21, 2017 181,654 0.00% 0 0.00% 0 0.00% Department of Economics, Soochow University
None
None None None None
Senior Vice
President
ROC Lin, Pi-Hua Female May 22, 2023 24,000 0.00% 0 0.00% 0 0.00% Department of Mathematics, National Central
University

None
None None None None
Senior Vice
President
ROC Liu,
Shu-Ying
Female Feb. 16, 2023 0 0.00% 0 0.00% 0 0.00% MBA, Saint Louis University None None None None None
Senior Vice
President
ROC Hsieh,
Ming-Chin
Male Jun. 1, 2023 307,734 0.01% 0 0.00% 0 0.00% Master,
Information
Management
Group,
In-service
Specialized
Class, College
of
Management,National Taiwan University


None
None None None None
Senior Vice
President
ROC Tsao,
Kuang-Chih

Male
Nov. 1, 2023 0 0.00% 0 0.00% 0 0.00% Financial Management, National Sun Yat-sen
University

None
None None None None
Vice President ROC Huang,
Au-Hua
Male Jan. 1, 2000 828,543 0.02% 0 0.00% 0 0.00% Institute
of
Information
Management,
Universityof Illinois

None
None None None None
Vice President ROC Tso,
Nan-Hsing
Male Jan. 1, 2007 1,217,742 0.02% 175 0.00% 0 0.00% Department of International Business, Feng
Chia University

None
None None None None
Vice President ROC Kuo,
Shu-Yi
Female Jan. 1, 2008 378,262 0.01% 925,980 0.02% 0 0.00% Institute of Business Administration, National
Chengchi University

None
None None None None
Vice President ROC Yang,
Yi-Cheng
Male Jan. 1, 2010 102,377 0.00% 0 0.00% 0 0.00% Department
of
Cooperative
Economics,
National ChungHsingUniversity

None
None None None None
Vice President ROC Hsieh,
Shu-Fang
Female Sep. 28, 2018 10,142 0.00% 0 0.00% 0 0.00% Indiana University, Maurer School of Law None None None None None
Vice President ROC Liao,
Kuo-Hsien
Male Jan. 1, 2012 27,432 0.00% 11,087 0.00% 0 0.00% School of Pharmacy, Taipei Medical College None None None None None
Vice President ROC Tsai,
Kuo-Liang
Male Jan. 1, 2012 133,871 0.00% 9,274
0.00%
0 0.00% Department
of
Industrial
Management,
TamkangIndustrial and Commercial College

None
None None None None

29

Title Nationality Name Gender Date of
election
(appointment)
Shares held Shares held Shares held by spouse
and minor children
Shares held by spouse
and minor children
Shares held in the
name of others
Shares held in the
name of others
Main experience (education) Concurrent
position(s)
currently held
in other
companies
Manager with relation of
spouse or second degree of
kinship
Manager with relation of
spouse or second degree of
kinship
Manager with relation of
spouse or second degree of
kinship
Remark

Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Title Name Relation
Vice President ROC Hsu,
Chien-Wen
Male Oct. 1, 2013 189,890 0.00% 0 0.00% 0 0.00% Institute of Actuarial Science, University of
Nebraska

None
None None None None
Vice President ROC Tien,
Yu-Ping
Female Jan. 1, 2014 1,099,926 0.02% 0 0.00% 0 0.00% Institute of Statistics, Iowa State University None None None None None
Vice President ROC Chang,
Ching-Shih
Male Jan. 1, 2014 324,833 0.01% 0 0.00% 0 0.00% Department of Civil Engineering, Chung Yuan
ChristianUniversity

None
None None None None
Vice President ROC Chen,
Yen-Chang
Male Jan. 1, 2016 1,568,866 0.03% 35,794
0.00%
0 0.00% Department of Statistics, Feng Chia University None None None None None
Vice President ROC Huang,
Chiu-Yuan
Male Jan. 1, 2016 581,878 0.01% 56,820 0.00% 0 0.00% Department of Business Administration, Feng
Chia University

None
None None None None
Vice President ROC Kao,
Chih-Chian
g
Male Jan. 1, 2017 1,396,653 0.03% 0 0.00% 0 0.00% Institute of Insurance, Feng Chia University None None None None None
Vice President ROC Liu, Rui-Yu
Male
Jan. 1, 2017 126,681 0% 0 0.00% 0 0.00% Institute of Industrial Economics, National
Central University

None
None None None None
Vice President ROC Li,
Chien-Hsun

Male
Jul. 1, 2017 858,030 0.02% 70,680
0.00%
0 0.00% Department of Plant Pathology, National Chung
HsingUniversity

None
None None None None
Vice President ROC Su,
Chun-Shen
g
Male Aug. 1, 2022 10,000
0.00%
0 0.00% 0 0.00% MBA, Ohio State University None None None None None
Vice President ROC Cheng,
Chih-Kai
Male Feb. 1, 2018 387,140 0.01% 731 0.00% 0 0.00% Institute of Risk Management and Insurance,
KaohsiungFirst TechnologyUniversity

None
None None None None
Vice President ROC Chen,
Li-Chun
Female Feb. 1, 2019 243,813 0.00% 0 0.00% 0 0.00% Department of Banking and Insurance, Ming
Chuan Commercial College

None
None None None None
Vice President ROC Liu,
Hsien-Ru
Male Feb. 4, 2021 1,080,876 0.02% 0 0.00% 0 0.00% Graduate
Institute
of
Business
Administration,
National
Chung
Cheng
University

None
None None None None
Vice President ROC Chao,
Hsin-Hui
Male Feb. 4, 2021 168,012 0.00% 0 0.00% 0 0.00% Department of Electronics, Taipei Municipal
IndustrialandAgriculturalCollege

None
None None None None
Vice President ROC Kuo,
Yi-Yang
Male Feb. 4, 2021 63,831 0.00% 14,338 0.00% 0 0.00% Department of Finance and Law, National
Chengchi University

None
None None None None
Vice President ROC Woody
S.M.Fang
Male Jan. 1, 2011 359,194 0.01% 0 0.00% 0 0.00% Institute of Business Administration, National
Chengchi University

None
None None None None
Vice President ROC Lo,
Ju-Chiang
Male Aug. 1, 2017 583,547
0.01%
0 0.00% 0 0.00% Graduate Institute of Statistics, National Taipei
University

None
None None None None
Vice President ROC Wu,
Chung-Ru
Male Jan. 1, 2012 542,747 0.01% 40,800
0.00%
0 0.00% Department of Business Administration, Feng
Chia University

None
None None None None
Vice President ROC Chen,
Chin-Wang
Male Jan. 1, 2024 960 0.00% 0 0.00% 0 0.00% Risk and Insurance Research Center, National
Chengchi University

None
None None None None
Vice President ROC Chang,
An-Chun
Female Jan. 1, 2024 245,058 0.00% 00 0.00% 0 0.00% University of Iowa, Statistical Actuarial &
University of Chicago, Master’s Degree of
Financial Mathematics


None
None None None None

30

Title Nationality Name Gender Date of
election
(appointment)
Shares held Shares held Shares held by spouse
and minor children
Shares held by spouse
and minor children
Shares held in the
name of others
Shares held in the
name of others
Main experience (education) Concurrent
position(s)
currently held
in other
companies
Manager with relation of
spouse or second degree of
kinship
Manager with relation of
spouse or second degree of
kinship
Manager with relation of
spouse or second degree of
kinship
Remark

Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Title Name Relation
Vice President ROC Guo,
Rong-Jian
Male Jan. 1, 2024 104,033 0.00% 0 0.00% 0 0.00% Department
of
Risk
Management
and
Insurance,National Chengchi University

None
None None None None
Vice President ROC Guo,Yi-Lon
g
Male Jan. 1, 2024 22,000 0.00% 0 0.00% 0 0.00% Actuarial
Group,
Department
of
Risk
Management and Insurance, National Chengchi
University


None
None None None None
Vice President ROC Kuo,
Chun-Jen
Male Feb. 1, 2024 0 0.00% 0 0.00% 0 0.00% The Department of Economics, National
Taiwan University

None
None None None None
Assistant Vice
President
ROC Chang,
Che-Wei
Male Jan. 1, 2011 1,064,161 0.02% 200,661 0.00% 0 0.00% Department
of
Cooperative
Economics,
TamkangUniversity

None
None None None None
Assistant Vice
President
ROC Yang,
Chieh-Lung
Male Jan. 1, 2015 384,645 0.01% 0 0.00% 0 0.00% Department of Insurance, Tamkang University None None None None None
Assistant Vice
President
ROC Chen,
Li-Yung
Male Jan. 1, 2017 105,000 0.00% 0 0.00% 0 0.00% MBA, University of Massachusetts Dartmouth None None None None None
Assistant Vice
President
ROC Tso,
Hung-Hsua
n
Male Feb. 1, 2018 139,025 0.00% 0 0.00% 0 0.00% Institute of Applied Mathematics, National
Chung Cheng University

None
None None None None
Assistant Vice
President
ROC Tsao,
Chih-Han
Male Feb. 1, 2019 685,366 0.01% 7,737 0.00% 0 0.00% Department
of
Business
Mathematics,
Soochow University

None
None None None None
Assistant Vice
President
ROC Sung,
Chien-Hui
Male Feb. 1, 2019 56,955 0.00% 0 0.00% 0 0.00% Department of Statistics, Feng Chia University None None None None None
Assistant Vice
President
ROC Lin,
Shu-Hui
Female Feb. 1, 2019 270,445 0.01% 105,528 0.00% 0 0.00% Department of Insurance, Feng Chia University None None None None None
Assistant Vice
President
ROC Zhu,
Shi-Ling
Female Feb. 1, 2020 217,027 0.00% 0 0.00% 0 0.00% Business Administration Master In-service
Specialized Class, Department of Management
Sciences, College of Business Administration,
Tamkang University



None
None None None None
Assistant Vice
President
ROC Chang,
Qi-Xi
Male Feb. 1, 2020 50,349 0.00% 0 0.00% 0 0.00% Textile Department, Vanung University None None None None None
Assistant Vice
President
ROC Wang,
Shou-Fa
Male Feb. 1, 2020 424 0.00% 0 0.00% 0 0.00% Advanced Operation Class, Master Program in
Business Administration, National Chengchi
University


None
None None None None
Assistant Vice
President
ROC Zhuang,
Ya-Lun
Female Feb. 1, 2020 319,603 0.01% 18,138
0.00%
0 0.00% Department of Banking and Insurance, Feng
Chia University

None
None None None None
Assistant Vice
President
ROC Li,
Sen-Chou
Female Feb. 1, 2020 170,410 0.00% 0 0.00% 0 0.00% Department of International Trade, Feng Chia
University

None
None None None None
Assistant Vice
President
ROC Chen,
Li-Ying
Female Feb. 1, 2020 54,047 0.00% 0 0.00% 0 0.00% Department of Banking and Insurance, Ming
Chuan Commercial College

None
None None None None
Assistant Vice
President
ROC Yen, Chiu-I Male Feb. 1, 2020 191,304 0.00% 117,623 0.00% 0 0.00% Graduate
School
of
Civil
Engineering,
Tamkang University

None
None None None None
Assistant Vice
President
ROC Hsu,
Chia-Chun
Male Jul. 21, 2020 202,061 0.00% 0 0.00% 0 0.00% MBA, Suffolk University None None None None None
Assistant Vice
President
ROC Hung,
Shih-Han
Male Feb. 1, 2021 100,023 0.00% 0 0.00% 0 0.00% Institute of Actuarial Science, Department of
Applied Mathematics, University of Illinois at
Urbana-Champaign


None
None None None None
Assistant Vice
President
ROC Kuan,
Chun-Tang
Male Feb. 1, 2021 350,873 0.01% 66,539
0.00%
0 0.00% Banking Division, Department of Banking and
Insurance,Feng Chia University

None
None None None None

31

Title Nationality Name Gender Date of
election
(appointment)
Shares held Shares held Shares held by spouse
and minor children
Shares held by spouse
and minor children
Shares held in the
name of others
Shares held in the
name of others
Main experience (education) Concurrent
position(s)
currently held
in other
companies
Manager with relation of
spouse or second degree of
kinship
Manager with relation of
spouse or second degree of
kinship
Manager with relation of
spouse or second degree of
kinship
Remark

Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Number
(Note 2)
Ratio
(Note 1)
Title Name Relation
Assistant Vice
President
ROC Peng,
Chih-Chuan

Male
Feb. 1, 2022 88,107
0.00%
104,803 0.00% 0 0.00% Graduate
Institute
of
Statistics,
Tunghai
University

None
None None None None
Assistant Vice
President
ROC Wang,
Shun-Chi
Male Feb. 1, 2022 449,226
0.01%
0 0.00% 0 0.00% Institute of Business Mathematics, Soochow
University

None
None None None None
Assistant Vice
President
ROC Li,
Kung-Chua
n
Male Feb. 1, 2022 89,000 0% 0 0.00% 0 0.00% Soochow
University,
Master
of
Laws,
Technology Law Group, In-service Specialized
Class


None
None None None None
Assistant Vice
President
ROC Chen,Yi-Jin
g
Female Feb. 1, 2022 8,519 0.00% 0 0.00% 0 0.00% Department
of
Insurance,
Ming
Chuan
University

None
None None None None
Assistant Vice
President
ROC Fang,
Cai-Ling
Female Feb. 1, 2022 233,219 0.00% 0 0.00% 0 0.00% Department
of
Business
Administration,
National Kaohsiung University of Science and
Technology


None
None None None None
Assistant Vice
President
ROC Chang,
Cuei-Ling
Female Oct. 3, 2022 0 0.00% 0 0.00% 0 0.00% EMBA Financial Management Group, National
ChengchiUniversity

None
None None None None
Assistant Vice
President
ROC Li,
Jhao-Yuan
Male Jan. 30, 2023 30,000 0.00% 0 0.00% 0 0.00% Computer Study & IT Management, University
of Wollongong

None
None None None None
Assistant Vice
President
ROC Li,
Jing-Yang
Male Feb. 1, 2023 7,833
0.00%
0 0.00% 0 0.00% Department of Applied Mathematics, Soochow
University

None
None None None None
Assistant Vice
President
ROC Yang,
Jhih-Sian
Male Feb. 1, 2023 189,905 0.00% 0 0.00% 0 0.00% Department of Business Administration, Fu Jen
Catholic University

None
None None None None
Assistant Vice
President
ROC Dong,
Li-Jhu
Female Feb. 1, 2023 751,786 0.01% 0 0.00% 0 0.00% Department of Economics, National Tsing Hua
University

None
None None None None
Assistant Vice
President
ROC Chang,
Ching-Wen
Female Aug. 1, 2023 84,710 0.00% 0 0.00% 0 0.00% Department of Sociology & Department of
Business Administration, National Chengchi
University


None
None None None None
Assistant Vice
President
ROC Lin,
Kuei-Ying
Female Aug. 7, 2023 0 0.00% 0 0.00% 0 0.00% Department of Data Processing, , Ming Chuan
CommercialCollege

None
None None None None
Assistant Vice
President
ROC Hsieh,
Chia-Ling
Female Feb. 1, 2024 13,000 0.00% 0 0.00% 0 0.00% Department of Business Administration, Fu Jen
Catholic University

None
None None None None
Assistant Vice
President
ROC Chen,
Yi-Chiu
Male Feb. 1, 2024 0 0.00% 0 0.00% 0 0.00% Department of Risk Managment and Insurance,
NationalChengchiUniversity

None
None None None None
Assistant Vice
President
ROC Chiu,
Hou-Lin
Male Feb. 1, 2024 77,864 0.00% 33 0.00% 0 0.00% Department of Psychology, Chung Yuan
Christian University

None
None None None None
Assistant Vice
President
ROC Chen,
Yung-Chun
Male Feb. 1, 2024 0 0.00% 97 0.00% 0 0.00% Department of Harbor and River Engineering,
National Taiwan Ocean University

None
None None None None
Assistant Vice
President
ROC Chen,
Hsiao-Chua
n
Female Feb. 1, 2024 124,412 0.00% 0
0.00%
0 0.00% Department of Statistics, Feng Chia University None None None None None

Note 1: The shareholding ratio is calculated based on the total number of shares already issued by the Company, i.e., 5,099,501,044 shares. Note 2: Information regarding number of shares has been provided as of the of book closure date of April 16, 2024.

32

III. Remuneration Paid to Directors (Including Independent Directors), Supervisors, President, and Vice Presidents in the Most Recent Fiscal Year

(I) Disclosure of remuneration

  1. Remuneration paid to general directors and independent directors(Names and remuneration individually disclosed):

Unit: NT$ 1,000

Title Title Name Director remuneration Director remuneration Director remuneration Director remuneration Director remuneration Director remuneration Total of items A, B, C and D and
ratios over net income (loss) after tax
Total of items A, B, C and D and
ratios over net income (loss) after tax
Total of items A, B, C and D and
ratios over net income (loss) after tax
Total of items A, B, C and D and
ratios over net income (loss) after tax
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Relevant remuneration received by concurrent
employees
Total of items A, B, C, D, E, F and G
and ratios over net income (profit)
after tax
Total of items A, B, C, D, E, F and G
and ratios over net income (profit)
after tax
Total of items A, B, C, D, E, F and G
and ratios over net income (profit)
after tax
Total of items A, B, C, D, E, F and G
and ratios over net income (profit)
after tax
Remuneration
received from
invested
companies or
parent
company
beyond
subsidiaries
Salar y (A) Sev
pa
pe
erance
y and
nsion
(B)
Di
rew
rector
ard (C)
Bu
exe
fe
siness
cution
es (D)
Remun
, bonu
spe
disbur
(E
eration
s, and
cial
sement
)
Sev
pa
pe
erance
y and
nsion
(F)
Employe e reward (G)
The Company All companies in the financial report The Company All companies in the financial report The Company All companies in the financial report The Company All companies in the financial report The Company All companies
in the financial
report
The Company All companies in the financial report The Company All companies in the financial report The
Company
All
companies
in the
financial
report
The Company All companies
in the financial
report
Cash amount Stock amount Cash amount Stock amount
Total Ratio Total Ratio Total Ratio Total Ratio
Director Mercuries & Associates
Holding,Ltd.
1,650 1,650 - - - - - - 1,650 (0.02)% 1,650 (0.02)% - - - - - - - - 1,650 (0.02)% 1,650 (0.02)% -
Chairman
Legal
representative
of Mercuries
& Associates
Holding,Ltd.
Wong,
Chau-Shi
240 240 - - - - - - 240 -% 240 -% - - - - - - - - 240 -% 240 -% 3,300
Director Chen,
Shiang-Li
(Note 1)
176 176 - - - - - - 176 -% 176 -% - - - - - - - - 176 -% 176 -% 8,538
Director
Legal
representative
of Mercuries
& Associates
Holding,Ltd.
Chen,
Chin-Tsai
120 120 - - - - - - 120 -% 120 -% - - - - - - - - 120 -% 120 -% 1,500

33

Director
Legal
representative
of Mercuries
& Associates
Holding,Ltd.
Wong,
Wei-Chyun
120 120 - - - - - - 120 -% 120 -% - - - - - - - - 120 -% 120 -% 90
Director Wang,
Chih-Hua
120 120 - - - - - - 120 -% 120 -% - - - - - - - - 120 -% 120 -% 7,355
Director
Legal
representative
of Mercuries
& Associates
Holding,Ltd.
Hsu,
Chin-Hsin
120 120 - - - - - - 120 -% 120 -% - - - - - - - - 120 -% 120 -% 7,675
Director Cheng,
Chun-Nong
2,032 2,032 - - - - - - 2,032 (0.02%) 2,032 (0.02%) - - - - - - - - 2,032 (0.02%) 2,032 (0.02%) -
Independent
director
Independent
director
Liou,
Han-Tzong
(Note 2)
1,207 1,207 - - - - - - 1,207 (0.01%) 1,207 (0.01%) - - - - - - - - 1,207 (0.01%) 1,207 (0.01%) 375
Independent
director
Tu,
Te-Cheng
(Note 2)
1,199 1,199 - - - - - - 1,199 (0.01%) 1,199 (0.01%) - - - - - - - - 1,199 (0.01%) 1,199 (0.01%) 630
Independent
director
Henry Yang
2,521
2,521 - - - - - - 2,521 (0.03%) 2,521 (0.03%) - - - - - - - - 2,521 (0.03%) 2,521 (0.03%) -
Independent
director
Kuo,
Wei-Yu
2,457 2,457 - - - - - - 2,457 (0.03%) 2,457 (0.03%) - - - - - - - - 2,457 (0.03%) 2,457 (0.03%) -
Independent
director
Justin Tsai
(Note 3)
1,298 1,298 - - - - - - 1,298 (0.01%) 1,298 (0.01%) - - - - - - - - 1,298 (0.01%) 1,298 (0.01%) -
1. Please explain remuneration payment policy, system, standard and structure for independent directors, as well as relevancy of factors including responsibilities assumed, risks, and input time to the amount of remuneration paid: Appropriate
remuneration is paid in consideration of independent directors’ professional scope and with reference to the payment standards in the same trade and market standards. Also, the reasonableness and fairness of the remuneration will be reviewed as
appropriate.
2. Except information disclosed in the preceding table, remuneration received by directors of the Company in the most recent fiscal year for the provision of services to all the companies in the financial statements (e.g., serving as consultant other
employee in parent company/all companies in the financial statements/invested companies): NT$ 0
  • Note 1: Newly appointed as natural-person director during director reelection on July 15, 2023.

Note 2: Newly appointed as independent director during director reelection on July 15, 2023.

  1. Remuneration paid to supervisors: Not applicable.

34

3. Remuneration paid to president and vice presidents (Disclose and summarize names based on ranges):

Unit: NT$ 1,000

Title Name Salary (A) Salary (A) Severance pay and
pension (B)
Severance pay and
pension (B)
Bonus and special
disbursement, etc. (C)
(Note 1)
Bonus and special
disbursement, etc. (C)
(Note 1)
Amount of employee reward (D) Amount of employee reward (D) Amount of employee reward (D) Amount of employee reward (D) Total of items A, B, C and
D and ratios over net
income (loss) after tax
(%)
Total of items A, B, C and
D and ratios over net
income (loss) after tax
(%)
Remuneration
received from
invested
companies or
parent
company
beyond
subsidiaries
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies in
thefinancial report
The
Company
All
companies in
the financial
report
Cash
amount
Stock
amount
Cash
amount
Stock
amount
President Chen,
Hung-Sheng
9,614 9,614 108 108 5,582 5,582 - - - - 15,304
(0.16%)
15,304
(0.16%)
None
Executive Vice
President
Money Chang 108,888 108,888 4,712 4,712 48,866 48,866 - - - - 162,466
(1.71%)
162,466
(1.71%)
700
Executive Vice
President
Huang,
Wen-Chung
Senior Vice
President

Lin,
Ching-Hsiang
Senior Vice
President

Yuan, Hsin-Le
(Note5)
Senior Vice
President
Tseng, Yu-Fang
(Note 6)
Senior Vice
President
Lin, Pi-Hua
(Note 3)
Senior Vice
President
Hsieh,
Ming-Chin
(Note 4)
Senior Vice
President
Tsao,
Kuang-Chih
(Note 9)
Senior Vice
President
Liu, Shu-Ying
Vice President Liao,
Kuo-Hsien
Vice President Chen,Li-Chun
Vice President Kuo,Shu-Yi
Vice President Huang,Au-Hua
Vice President Lin, Ta-Chun
(Note 2)
Vice President Tso,Nan-Hsing
Vice President Chen,
Yen-Chang
Vice President
Huang,
Chiu-Yuan

35

Title Name Salary (A) Salary (A) Severance pay and
pension (B)
Severance pay and
pension (B)
Bonus and special
disbursement, etc. (C)
(Note 1)
Bonus and special
disbursement, etc. (C)
(Note 1)
Amount of employee reward (D) Amount of employee reward (D) Amount of employee reward (D) Amount of employee reward (D) Total of items A, B, C and
D and ratios over net
income (loss) after tax
(%)
Total of items A, B, C and
D and ratios over net
income (loss) after tax
(%)
Remuneration
received from
invested
companies or
parent
company
beyond
subsidiaries
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies in
thefinancial report
The
Company
All
companies in
the financial
report
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Vice President Kao,
Chih-Chiang
VicePresident
Tsai,Kuo-Liang
VicePresident Liu,Rui-Yu
Vice President Cheng,
Chih-Kai
VicePresident Li, Chien-Hsun
Vice President Yang,Yi-Cheng
Vice President Chang,
Ching-Shih
Vice President Hsu,Chien-Wen
Vice President Tien,Yu-Ping
Vice President Hsieh,
Shu-Fang
Vice President Li, Yi-Chen
(Note 8)
Vice President Chen,
Chih-Hsiang
(Note 7)
Vice President Liu,Hsien-Ru
Vice President Kuo,Yi-Yang
Vice President Chao,Hsin-Hui
VicePresident Wu, Chung-Ru
Vice President Woody
S.M.Fang
VicePresident
Lo, Ju-Chiang
Vice President Liao,
Jui-Hsiung(Note
10)
Vice President Su,Chun-Sheng

36

Table of Range of Remuneration

Table of Range of Remuneration Table of Range of Remuneration
Range of remuneration paid to each president and
vicepresident of the Company

Names ofpresident andvicepresident
The Company All companies in the financial report E
Less than NT$ 1,000,000 Lin, Ta-Chun Lin, Ta-Chun
NT$ 1,000,000
(included)~NT$ 2,000,000
(excluded)

Yuan,
Hsin-Le,
Chen,
Chih-Hsiang,
Tsao,
Kuang-Chih

Yuan,
Hsin-Le,
Chen,
Chih-Hsiang,
Tsao,
Kuang-Chih
NT$ 2,000,000
(included)~NT$ 3,500,000
(excluded)

Kao,
Chih-Chiang,
Li,
Chien-Hsun,
Wu,
Chung-Ru, Kuo, Yi-Yang, Chen, Li-Chun, Woody
S.M.Fang, Chang, Ching-Shih, Li, Yi-Chen, Tseng,
Yu-Fang



Kao,
Chih-Chiang,
Li,
Chien-Hsun,
Wu,
Chung-Ru, Kuo, Yi-Yang, Chen, Li-Chun, Woody
S.M.Fang, Chang, Ching-Shih, Li, Yi-Chen, Tseng,
Yu-Fang
NT$ 3,500,000
(included)~NT$ 5,000,000
(excluded)

Liao,
Jui-Hsiung,
Hsu,
Chien-Wen,
Su,
Chun-Sheng, Lin, Pi-Hua, Tso, Nan-Hsing, Chao,
Hsin-Hui, Chen, Yen-Chang, Huang, Chiu-Yuan,
Hsieh, Ming-Chin, Yang, Yi-Cheng, Lo, Ju-Chiang,
Kuo, Shu-Yi, Tsai, Kuo-Liang, Cheng, Chih-Kai,
Liu, Rui-Yu, Liu, Hsien-Ru, Liao, Kuo-Hsien





Liao,
Jui-Hsiung,
Hsu,
Chien-Wen,
Su,
Chun-Sheng, Lin, Pi-Hua, Tso, Nan-Hsing, Chao,
Hsin-Hui, Chen, Yen-Chang, Huang, Chiu-Yuan,
Hsieh,
Ming-Chin,
Yang,
Yi-Cheng,
Lo,
Ju-Chiang, Kuo, Shu-Yi, Tsai, Kuo-Liang, Cheng,
Chih-Kai, Liu, Rui-Yu, Liu, Hsien-Ru, Liao,
NT$ 5,000,000
(included)~NT$ 10,000,000
(excluded)

Hsieh,
Shu-Fang,
Liu,
Shu-Ying,
Lin,
Ching-Hsiang, Huang, Au-Hua, Tien, Yu-Ping

Hsieh,
Shu-Fang,
Liu,
Shu-Ying,
Lin,
Ching-Hsiang, Huang, Au-Hua, Tien, Yu-Ping
NT$ 10,000,000 (included)~NT$ 15,000,000
(excluded)

Money Chang, Huang, Wen-Chung
Money Chang, Huang, Wen-Chung
NT$ 15,000,000 (included)~NT$ 30,000,000
(excluded)

Chen, Hung-Sheng
Chen, Hung-Sheng
NT$ 30,000,000 (included)~NT$ 50,000,000
(excluded)

NT$ 50,000,000 (included)~NT$ 100,000,000
(excluded)

Above NT$ 100,000,000
Total 38 38

(Note 1) Including share-based payment of NT$ 217,000

(Note 2) Retired on January 7, 2023

37

(Note 3) Newly appointed on May 22, 2023 (Note 4) Newly appointed on June 1, 2023 (Note 5) Resigned on June 1, 2023 (Note 6) Resigned on July 1, 2023 (Note 7) Resigned on July 15, 2023 (Note 8) Resigned on September 8, 2023 (Note 9) Newly appointed on November 1, 2023 (Note 10) Resigned on January 1, 2024

38

4. Top-5 executives of TWSE/TPEx listed companies with highest remuneration (Names and remuneration individually disclosed):

4. Top-5 ex 4. Top-5 ex ecutives of TWSE/TPEx listed companies with highest remuner ecutives of TWSE/TPEx listed companies with highest remuner ecutives of TWSE/TPEx listed companies with highest remuner ecutives of TWSE/TPEx listed companies with highest remuner ecutives of TWSE/TPEx listed companies with highest remuner ecutives of TWSE/TPEx listed companies with highest remuner ation (Names and remuneration individually disclosed): ation (Names and remuneration individually disclosed): ation (Names and remuneration individually disclosed): ation (Names and remuneration individually disclosed): ation (Names and remuneration individually disclosed): ation (Names and remuneration individually disclosed): ation (Names and remuneration individually disclosed):
Unit: NT$ 1,000
Title Name Salary (A) Severance pay and
pension (B)
Bonus and special
disbursement, etc. (C)
Amount of employee reward (D) Total of items A, B, C
and D and ratios over
net income (loss) after
tax(%)
Remuneration
received from
invested
companies or
parent
company
beyond
subsidiaries
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies in
the financial
report
The
Company
All
companies
in the
financial
report
Cash
amount
Stock
amount
Cash
amount
Stock
amount
President Chen,
Hung-Sheng
9,614 9,614 108 108 5,582 5,582 - - - - 15,304
(0.16%)
15,304
(0.16%)
None
Executive
Vice
President
Money
Chang
7,783 7,783 424 424 5,323 5,323 - - - - 13,530
(0.14%)
13,530
(0.14%)
None
Executive
Vice
President
Huang,
Wen-Chung
7,055 7,055 385 385 5,671 5,671 - - - - 13,111
(0.14%)
13,111
(0.14%)
None
Vice
President
Hsieh,
Shu-Fang
4,980 4,980 108 108 2,272 2,272 - - - - 7,360
(0.08%)
7,360
(0.08%)
None
Senior
Vice
President
Liu,
Shu-Ying
4,624 4,624 108 108 2,118 2,118 - - - - 6,850
(0.07%)
6,850
(0.07%)
None

39

  1. Names of managerial officers distributed with employee reward and distribution status:
5. Names of managerial
status:
officers distributed with employee r with employee r eward and distribution eward and distribution
Unit: NT$1,000
Title (Note 1) Name (Note 1) Stock
amount

Cash
amount
Total Ratio of total
amount over net
income after tax
(%)
Managerial officers President Chen,Hung-Sheng 0 0 0 0.0 %
Executive Vice President Money Chang
Executive Vice President Huang, Wen-Chung
Senior Vice President Lin, Ching-Hsiang
Senior Vice President Lin, Pi-Hua
Senior Vice President Hsieh, Ming-Chin
Senior Vice President Tsao, Kuang-Chih
Senior Vice President Liu, Shu-Ying
Vice President Liao, Jui-Hsiung
Vice President Su, Chun-Sheng
Vice President Liu, Rui-Yu
Vice President Tso, Nan-Hsing
Vice President Liao, Kuo-Hsien
Vice President Chang, Ching-Shih
Vice President Li, Chien-Hsun
Vice President Yang, Yi-Cheng
Vice President Tien, Yu-Ping
Vice President Tsai, Kuo-Liang
Vice President Hsu, Chien-Wen
Vice President Hsieh, Shu-Fang
Vice President Kuo, Shu-Yi
Vice President Cheng, Chih-Kai
Vice President Chen, Yen-Chang
Vice President Chen, Li-Chun
Vice President Kao, Chih-Chiang
Vice President Huang, Au-Hua
Vice President Huang, Chiu-Yuan
Vice President Chao, Hsin-Hui
Vice President Kuo, Yi-Yang
Vice President Liu, Hsien-Ru
Vice President Woody S.M.Fang
Vice President Wu, Chung-Ru
Vice President Lo, Ju-Chiang
Assistant Vice President Guo, Rong-Jian
Assistant Vice President Guo,Yi-Long
Assistant Vice President You, Wei-Nan
Assistant Vice President Chang, Cuei-Ling
Assistant Vice President Li, Jhao-Yuan
Assistant Vice President Chang, Che-Wei
Assistant Vice President Tsao, Chih-Han
Assistant Vice President Yang, Chieh-Lung
Assistant Vice President Chen, Chin-Wang
Assistant Vice President Chen, Li-Yung

40

Title (Note 1) Name (Note 1) Stock
amount

Cash
amount
Total Ratio of total
amount over net
income after tax
(%)
Assistant Vice President Chang, Qi-Xi
Assistant Vice President Zhu, Shi-Ling
Assistant Vice President Wang, Shou-Fa
Assistant Vice President Hsu, Chia-Chun
Assistant Vice President Hung, Shih-Han
Assistant Vice President Chang, An-Chun
Assistant Vice President Peng, Chih-Chuan
Assistant Vice President Wang, Shun-Chi
Assistant Vice President Li, Kung-Chuan
Assistant Vice President Yang, Jhih-Sian
Assistant Vice President Su, Yu-Jhen
Assistant Vice President Li, Jing-Yang
Assistant Vice President Dong, Li-Jhu
Assistant Vice President Chang, Ching-Wen
Assistant Vice President Lin, Kuei-Ying
Division-level
Assistant
Vice President

Sung, Chien-Hui
Division-level
Assistant
Vice President

Lin, Shu-Hui
Division-level
Assistant
Vice President

Tso, Hung-Hsuan
Division-level
Assistant
Vice President

Li, Sen-Chou
Division-level
Assistant
Vice President

Zhuang, Ya-Lun
Division-level
Assistant
Vice President

Chen, Li-Ying
Division-level
Assistant
Vice President

Yen, Chiu-I
Division-level
Assistant
Vice President

Kuan, Chun-Tang
Division-level
Assistant
Vice President

Chen,Yi-Jing
Division-level
Assistant
Vice President

Fang, Cai-Ling
  • Note 1: Individual names and titles shall be disclosed, but the profit distribution may be disclosed by means of summarization.

  • Note 2: The amount of employee reward (including stock and cash) distributed to managerial officers based on the resolution of the Board of Directors in the most recent fiscal year shall be filled out. If this amount cannot be predicted, the amount proposed for distribution in current year will be calculated according to the ratio of amount distributed last year. Net income after tax refers to the net income after tax in the most recent fiscal year; if IFRS is already adopted, net income after tax refers to the net income after tax indicated in the individual or separate financial statements in the most recent fiscal year.

  • Note 3: The applicable scope of managerial officers is as follows in accordance with the provisions of Tai-Tsai-Cheng-San-Tzu No. 0920001301 Order issued by the Commission on March 27, 2003: (1) President and officers of equivalent rank

  • (2) Vice president and officers of equivalent rank

  • (3) Assistant vice president and officers of equivalent rank

41

  • (4) Head of Finance Department

  • (5) Head of Accounting Department

(6) Other personnel take charge of the managerial affairs of the Company with signing right. Note 4: The list shall be in line with incumbents on December 31, 2023.

42

  • (II) The ratio of total amount of remuneration paid by the Company and all companies in the consolidated statements to the directors, supervisors, president and vice presidents of the Company over the net income after tax in the last two years as indicated in the individual or separate financial statements are explained respectively and then analyzed, and remuneration payment policy, standards and portfolios, remuneration determination procedure, and relevancy to operational performance and future risks are explained.

  • Ratio of total amount of remuneration paid to the directors, president, and vice presidents of the Company over the net income (loss) after tax in the last two years

Item 2022 2022 2023 2023
The
Company
Consolidated The
Company
Consolidated
Directors (0.160%) (0.140%)
President and vice
presidents
(1.38%) (1.87%)
  1. The remuneration payment policy, standards, and portfolios, as well as remuneration determination procedure are as follows:
Per personnel
Item
Directors and managerial officers Employees
Remuneration
payment
policy,
standards,
and
portfolios,
as
well
as
remuneration determination
procedure
1. In accordance with Article 17 of the Articles
of Incorporation of the Company, the Board
of Directors is authorized to negotiate and
determine the remuneration paid to the
directors (including independent directors)
based on their participation in the corporation
operation as well as value contributed and
based on the normal remuneration level in the
industry.
2. For the remuneration policy for managerial
officers,
competitive
remuneration
that
reveals
managerial
officers’
work
performance is determined based on their
work
responsibilities,
work
experience,
inflation, market level, and other relevant
levels; the remuneration system is reviewed
as appropriate based on the actual operating
condition and relevant laws and regulations.
Also, reasonable remuneration will bepaid in
1.
By
establishing
an
objective
remuneration
system,
the
Company
attracts
excellent
talents
externally,
and
offers
fairness
and
growth
internally. The Company
provides
preferential
starting
salaries
for
newcomers in the market to
ensure
the
competitive
advantages of talents. Also,
it evaluates salaries based
on objective conditions like
education,
position,
and
ranking to achieve the goal
of ―Gender Equality and
Equal Pay for Equal Work‖.
At
the
same
time,
in

43

Per personnel
Item
Directors and managerial officers Employees
comprehensive consideration of the current
trend of the corporate governance, to pursue a
balance
between
corporate
sustainable
management and risk control.
3. A Remuneration Committee is set up in the
Company
to
periodically
review
the
remuneration
policies
and
regulations
adopted for the directors and managerial
officers of the Company according to
―Regulations Governing Remuneration of
Directors and Managerial Officers‖, and
make suggestions to the Board of Directors.
The remuneration determination principles
are as follows:
(1) Refer
to
the
normal
remuneration
payment level in the industry, and
consider the reasonableness of relevancy
with individual performance, corporate
operating performance, and future risks.
(2) It is not advisable to lead directors and
managerial officers to adopt behaviors
beyond the Company’s risk tolerance for
the purpose of pursing remuneration.
(3) Establish performance assessment and
remuneration standard or structure rule
based
on
the
performance
after
adjustment of future risks
and in
coordination
with
the
Company’s
long-term
overall
profits
and
shareholders’ interests.
(4) The payment time of remuneration shall
accord with the profits after adjustment of
future risks to avoid improper situations
such as losses suffered after payment of
remuneration. The remuneration reward
shall be deferred or paid using equity with
a significantproportion.
accordance with the annual
business plans of each unit,
the Company joins hands
with employees to formulate
annual
performance
objectives,
and
adjusts
yearend
bonus,
annual
salary adjustment and other
relevant measures based on
the results of performance
evaluation to implement the
linkage
between
performance and bonus and
remuneration.
The
Company
expects
to
encourage each employee to
work as they can and be
motivated and confident in
career
development
by
relying on the remuneration
system.
2. By referring to external
―Market
Salary
Survey‖
agencies,
the
Company
manages to acquire market
salary level as reference for
determination
of
remuneration.

44

  • Per personnel Directors and managerial officers Employees

  • Item (5) The insurance industry shall be analyzed comprehensively during the evaluation of the contributions of directors and managerial officers to corporate profits, to find out whether such profits are obtained relying on the Company’s overall advantages such as use of relatively low capital cost of the Company so that the individual contributions can be evaluated effectively.

  • (6) The relevancy of operating performance with future risks and the distribution ratios of remuneration/reward paid to the directors of the Company shall be handled according to the provisions of Article 22 of the Articles of Incorporation. If the Company makes a profit in current year (i.e., income obtained after deduction of rewards distributed to employees and directors from the income before tax. Relevant amount audited by CPAs shall be used as the basis for calculation), it shall set aside no more than 1% of the preceding profit as director reward (not including independent directors); for remuneration paid to president and vice presidents, individual performance will be included as reference for payment in addition to the factors indicated in paragraph 3here. Therefore, the Company’s operating performance directly affects the payment of remuneration.

45

IV. Implementation of Corporate Governance

  • (I) Operation of the Board of Directors

  • Information on the operation of the Board of Directors

A total of 15 (A) meetings of the Board of Directors were held in 2023, including 6 meetings convened by the 10[th] Board of Directors and 9 meetings convened by the 11[th] Board of Directors, and the attendance of the directors and supervisors as voting and nonvoting parties is as follows:

Title Name Attendance
by person
as a voting
(nonvoting)
party (B)

Attendance
by proxy

Attendance rate
(%) [B/A]
Remark
Chairman Wong, Chau-Shi
14
1 93.33% Reelected and reappointed as the director of
the 11thBoard of Directors on June 15, 2023
Director Chen, Shiang-Li
14
1 93.33%
Director Chen, Chin-Tsai
14
1 93.33%
Director Wong,
Wei-Chyun
13 2 86.67%
Director Wang,
Chih-Hua
15 0 100%
Director Hsu, Chin-Hsin 14 1 93.33%
Director Cheng,
Chun-Nong
15 0 100%
Independent
director
Kuo, Wei-Yu 15 0 100%
Independent
director
Henry Yang 15 0 100%
Independent
director
Justin Tsai 6 0 100% Independent director of the 10~~th~~Board of
Directors with term of office terminated on
June 15, 2023
Independent
director
Tu, Te-Cheng
9
0 100% Reelected and newly appointed as independent
director of the 11thBoard of Directors on June
15, 2023
Independent
director
Liou,
Han-Tzong
9 0 100% Reelected and newly appointed as independent
director of the 11thBoard of Directors on June
15, 2023
Other matters to be recorded:
I.
If any of the following circumstances occurs, the dates of the meetings, sessions, contents of proposals, all
independent directors’ opinions, and the Company’s response to these opinions shall be described:
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act: The Company has already set up
an Audit Committee according to law. In accordance with the provisions of subparagraph 1 of Article
14-5 of the Securities and Exchange Act, the provisions set forth in Article 14-3 of the Securities and
Exchange Act do not apply.
(2) Matters involving objections or expressed reservations by independent directors, mentioned in records or
written statements, and requiring a resolution by the Board of Directors in addition to the preceding
matters: None.
II.
For the execution of recusal of directors from relevantproposals for conflict of interest,names of directors,

46

contents of proposals, reason for recusal, and participation in voting shall be described:

contents of proposals, reason for recusal, and participation in voting shall be described: contents of proposals, reason for recusal, and participation in voting shall be described: contents of proposals, reason for recusal, and participation in voting shall be described: contents of proposals, reason for recusal, and participation in voting shall be described: contents of proposals, reason for recusal, and participation in voting shall be described:
Date of
meeting of the
Board of
Directors

Content of proposal
Recusing directors Reason for recusal for conflict
of interest

Participation in voting
January 16,
2023
Operating
performance
standards for the year
2023


Chairman
Wong,
Chau-Shi

Chairman Wong, Chau-Shi
was the interested party in
this proposal.


All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi recused from
voting].
February
16, 2023
Sponsorship
of
―2023
14th
Mercuries
Life
Insurance Cup Teeball
National Tournament &
Asian
Cup
Teeball
Representative
Team
Trial‖ held by the Teeball
Promotion Association







Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
May 12,
2023
Sponsorship of ―2023 21st
President Cup Slow Pitch
Softball Championships‖
held by the Taiwan
Slow-Pitch Softball
Association
Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].

47

June 1, 2023 Donation of NT$ 900,000
to related party ―Taiwan
Criminal
Investigation
and
Prevention
Association‖




Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
Submission of ―Proposal
for Retirement Allowance
of Former President and
Former Vice Presidents‖
to the Board of Directors
for discussion again in
response
to
Insurance
Bureau No. 1110463515
Letter
issued
by
the
Insurance Bureau









Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
Jun. 15,
2023
Plan
for
signing
of
―Cooperation
Contract‖
with National Chengchi
University



Independent director
Kuo, Wei-Yu

Independent director Kuo,
Wei-Yu was the interested
parties in this proposal.


All attending directors
voted unanimously for
this
proposal
[Independent director
Kuo, Wei-Yu recused
from voting].
June 29,
2023
Proposal for disposal of
decision-making
personnel related to the
case of the company for
handlingof investment




Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,





Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,





All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director

48

deficiency
of
―Yuanta
Daily Taiwan 50 Bear
-1X ETF‖


Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua




Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.




Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
July 13,
2023
Revision of ―Regulation
Governing the Car Use of
Senior Officers‖
Chairman
Wong,
Chau-Shi

Chairman Wong, Chau-Shi
was the interested parties
in this proposal.


All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi recused from
voting].
Remuneration of the
newly appointed
independent director of
Liou, Han-Tzong
Independent director
Liou, Han-Tzong

Independent director Liou,
Han-Tzong
was
the
interested parties in this
proposal.



All attending directors
voted unanimously for
this
proposal
[Independent director
Liou,
Han-Tzong
recused from voting].
Remuneration of the
newly appointed
independent director of
Tu, Te-Cheng
Independent director
Tu, Te-Cheng

Independent director Tu,
Te-Cheng
was
the
interested parties in this
proposal.



All attending directors
voted unanimously for
this
proposal
[Independent director
Tu, Te-Cheng recused
from voting].
August 11,
2023
Sponsorship
of
―2023
37thMercuries Taiwan
Masters Invitational Golf
Tournament‖ held by the
Taiwan
Masters
Golf
Foundation





Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,

49

Chih-Hua
recused
from voting].
Sponsorship
of
―2023
Mercuries
Cup
Halloween Charity Road
Running‖ held by Simple
Mart Retail Co., Ltd.




Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
Donation of NT$ 500,000
to related party ―Police
Research Foundation‖


Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
Proposal for Purchasing
of
Gifts
for
the
Mid-Autumn Festival in
2023



Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and








Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the








All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,

50

Director
Wang,
Chih-Hua

interested parties in this
proposal.

Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
November
9, 2023
Sponsorship
of
―2023
19thTaiwan S-P Softball
Father Memorial Cup‖
held by the Taiwan Slow
Pitch Softball Association





Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
December
21, 2023
Renewal of lease of
Zhongli Service Center
and parking spaces in
Taoyuan District with
interested party
―Mercuries & Associates
Holding, Ltd.‖ &
proposal for acquisition
of right-of-use assets
Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua









Chairman
Wong,
Chau-Shi, Director Chen,
Shiang-Li, Director Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director Hsu, Chin-Hsin,
and
Director
Wang,
Chih-Hua
were
the
interested parties in this
proposal.









All attending directors
voted unanimously for
this
proposal
[Chairman
Wong,
Chau-Shi,
Director
Chen,
Shiang-Li,
Director
Wong,
Wei-Chyun,
Chen,
Director
Chin-Tsai,
Director
Hsu,
Chin-Hsin,
and
Director
Wang,
Chih-Hua
recused
from voting].
III. TWSE/TPEx listed companies shall disclose self-evaluation (or peer evaluation) information of the Board of
Directors, such as the evaluation cycle, period, scope, method and contents, and fil out the implementation
status of evaluation of the Board of Directors in Schedule 2 (2).
IV. Objectives for the strengthening of the functionality of the Board of Directors in the current year and the most
recent fiscal year (e.g., establishment of the Audit Committee, and enhancement of information transparency),
and evaluation of implementation status.
(1) The Companyestablished an Audit Committee on May28,2008 with main responsibilities as follows:

51

  1. Establishment or correction of the internal control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Act, and subparagraph 1, Article 148-3 of the Insurance Act.

  2. Assessment of the effectiveness of the internal control system.

  3. Establishment or correction of procedures for major financial and business practices including acquisition or disposal assets, engaging in derivatives trading, lending funds to others, provision of endorsement or guarantee for others in accordance with Article 36-1 of the Securities and Exchange Act.

  4. Establishment or correction of procedures for engaging in derivatives trading, investing in securities publicly issued and not listed in TWSE/TPEx, and privately placed securities, lending loans to stakeholders, or other transactions in accordance with the provisions of Article 146-8, Article 146-1, Article 146-3, and Article 146-7 of the Insurance Act.

  5. Handling of matters concerning the vital interests of directors.

  6. Handling of trading of major assets or derivatives.

  7. Handling of major capital lending, endorsement, or guarantee.

  8. Fundraising, issuance, or private placement of valuable securities with nature of equity.

  9. Appointment, dismissal, or remuneration of CPAs.

  10. Appointment or dismissal of officers in charge of finance, accounting, or internal audit.

  11. Annual financial report signed or sealed by chairman, managerial officers, or accounting officer and the financial report of the second quarter that should be audited and certified by CPAs.

  12. Other major matters stipulated by the Company or the competent authority.

  13. (2) Attendance of independent directors in the 10[th] Board of Directors and the 11[th] Board of Directors in 2023

(◎: Attendance in person; ☆ : Attendance by proxy; : Absent)

Justin Tsai
Name of director Henry
Yang
Kuo, Wei-Yu (Term of office
terminated on June
15,2023)
Tu, Te-Cheng
(Newly appointed
on June 15, 2023)
Liou,
(Newly
June
Han-Tzong
appointed on
15, 2023)
Session 10thBoard of Directors(January1, 2023-June 15, 2023)
1stsession
2ndsession
3rdsession
4thsession
5thsession
6thsession
Session 11thBoard of Directors(June 15, 2023-December 31,2023)
1stsession
2ndsession
3rdsession
4thsession
5thsession

52

6thsession
7thsession
8thsession
9thsession
(3) In addition to the Audit Committee, the functional committees established under the Board of Directors
also include the Risk Management Committee (established on February 26, 2008), the Remuneration
Committee (established on November 16, 2011), and the Corporate Governance and Nomination
Committee (established on September 18, 2020).
(4) The Company ranked among the top 21-35% of the listed companies included in the 10th(2023)
corporate governance evaluation of TWSE. Also, relevant information was summarized and made
accessible in the dedicated section for corporate governance on the Company’s website so that the
stakeholders could acquire more transparent information disclosures.
  • (3) In addition to the Audit Committee, the functional committees established under the Board of Directors also include the Risk Management Committee (established on February 26, 2008), the Remuneration Committee (established on November 16, 2011), and the Corporate Governance and Nomination Committee (established on September 18, 2020).

  • (4) The Company ranked among the top 21-35% of the listed companies included in the 10[th] (2023) corporate governance evaluation of TWSE. Also, relevant information was summarized and made accessible in the dedicated section for corporate governance on the Company’s website so that the stakeholders could acquire more transparent information disclosures.

53

2. Implementation status of evaluation of the Board of Directors

Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
methods
Evaluation contents
Executed
once every
year
(Internal
evaluation)
Please refer
to Note 1.
June
15
2023-Decemb
er 31, 2023
,
Board
of
Directors
Self-evaluati
on of board
members
Participation in the Company’s
operation, improvement in the
Board
of
Directors’
decision-making
quality,
composition and structure of the
Board of Directors, election and
continuing education of directors,
and internal control
Peer
evaluation
Understanding of the Company’s
goals and missions, understanding
of the directors’ responsibilities,
participation in the Company’s
operation,
management
and
communication
of
internal
relations, expertise and continuing
education of directors, and internal
control
June
15
2023-Decemb
er 31, 2023
,
Audit
Committee
and Corporate
Governance
and
Nomination
Committee
Peer
evaluation
Participation in the Company’s
operation, understanding of the
functional
committees’
responsibilities, improvement in
the
functional
committees’
decision-making
capabilities,
composition of the functional
committees
and
election
of
members, and internal control
June
29
2023-Decemb
er 31, 2023
,
Remuneration
Committee
and
Risk
Management
Committee
Executed
once every
three years
(External
evaluation)
Please refer
to Note 2.
December 1,
2021-Novemb
er 30, 2022


Board of
Directors
Evaluation
entrusted
to
―Taiwan
Corporate
Governance
Association‖
The scope of inspection of the
performance evaluation of the
Board of Directors includes eight
aspects: Composition of the Board
of Directors, guidance of the
Board of Directors, authorization
of
the
Board
of
Directors,
supervision of the Board of
Directors, communication of the
Board
of
Directors,
internal
control and risk management,
self-discipline of the Board of
Directors,
and
others
(e.g.,
meetings
of
the
Board
of
Directors,
supporting
systems,
etc.)

The Company has established ―Measures for Performance Evaluation of the Board of Directors‖

54

(hereinafter referred to as the Measures). In accordance with the provisions of Article 3 of the Measures, the Board of Directors shall execute annual performance evaluation in accordance with the evaluation procedures and indicators specified in Article 6 and Article 8, and shall assign a professional external independent agency or external expert/scholar team to execute evaluation at least once every three years. Also, the results of performance evaluation shall be reported at the Board of Directors. The Company reported the results of internal evaluation in 2023 at the Board of Directors on March 13, 2024, and reported the results of external evaluation in 2022 at the Board of Directors on March 9, 2023 respectively.

Note 1: Internal evaluation:

  • (1) Evaluation cycle: Once every year.

  • (2) Evaluation period: June 15, 2023-December 31, 2023 for the Board of Directors, the Audit Committee, and the Corporate Governance and Nomination Committee; June 29, 2023-December 31, 2023 for the Remuneration Committee and the Risk Management Committee.

  • (3) Evaluation scope: Performance evaluation of the Board of Directors, individual Board members, and functional committees.

  • (4) Evaluation methods: Self-evaluation of the Board members and peer evaluation.

  • (5) Evaluation contents:

  • Board of Directors: The measurement items adopted in the performance evaluation of the Board of Directors of the Company include at least following five aspects: Participation in the Company’s operation, improvement in the Board of Directors’ decision-making quality, composition and structure of the Board of Directors, election and continuing education of directors, and internal control. The measurement items adopted in the self-evaluation peer evaluation of the Board members include at least the following six aspects: Understanding of the Company’s goals and missions, understanding of the directors’ responsibilities, participation in the Company’s operation, management and communication of internal relations, expertise and continuing education of directors, and internal control.

    • The Board of Directors filled out four questionnaires in 2023 in total:

    • (1) Insurance Edition-Self-evaluation: 7 questions in total.

    • (2) Insurance Edition-Peer Evaluation (overall assessment): 8 questions in total.

    • (3) TWSE Edition-Questionnaire for Performance Evaluation of Board of Directors: 5 aspects and 45 questions in total.

    • (4) TWSE Edition-Questionnaire for Self-evaluation of Board Members: 6 aspects and 23 questions in total.

  • Functional committees: The measurement items adopted in the performance evaluation of functional committees include at least the following five aspects: Participation in the Company’s operation, understanding of the functional committees’ responsibilities, improvement in the functional committees’ decision-making capabilities, composition of the functional committees and election of members, and internal control.

    • The functional committees of the Company filled out the following questionnaires in 2023:

    • (1) Audit Committee: 22 questions in total

    • (2) Remuneration Committee: 20 questions in total

    • (3) Risk Management Committee: 17 questions in total

    • (4) Corporate Governance and Nomination Committee: 20 questions in total

  • (6) Evaluation results: The execution rate of performance evaluation of the Board of Directors and the functional committees of the Company reached 100% in 2023, and the evaluation result of each indicator was graded as ―Excellent‖.

55

Note 2: External evaluation:

  • (1) Evaluation cycle: At least once every three years.

  • (2) Entrusted agency: Taiwan Corporate Governance Association

  • (3) Evaluation aspects: Composition of the Board of Directors, guidance, authorization, supervision, communication, self-discipline, internal control, and risk management of the Board of Directors, and others (e.g., meetings of the Board of Directors, supporting system, etc.)

  • (4) Evaluation methods: Questionnaire filling and answering, written review, and on-the-post interview

  • (5) Summary:

  • Your company attached importance to corporate governance. In addition to accepting the corporate governance evaluation organized by the competent authority and acquiring the top 20% ranking among listed companies, your company actively participated in the evaluation of corporate governance system held by an independent third-party unit (Taiwan Corporate Governance Association) for three times and acquired certification; at the same time, your company entrusted an external professional independent agency with the performance evaluation of the Board of Directors in 2022 to realize self-improvement. Your company’s determination in continually improving corporate governance and efficiency of the Board of Directors was praiseworthy.

  • The independent directors of your company have the industry expertise and practical experience in the fields of operation management, finance and accounting, actuarial studies, and risk management, and comply with the spirits of diversity of directors’ specialty and functional division; these three independent directors had the courage to do the work and interacted with each other harmoniously. Also, they actively participated in the operation of the Board of Directors and made their contributions. In addition to participating in routine meetings, the independent directors utilized line groups to realize real-time communication, and took active actions, which was worthy of recognition.

  • Your company specifically arranges a pre-conference meeting of the Board of Directors annually before the business plan is submitted to the Board of Directors for discussion. Members of the Board of Directors (including independent directors) are invited to communicate the business plan (including operation environment, short-, medium-, and long-term strategies, and five-year financial forecast, etc.) with the management team. Besides, the management team reports the subsequent implementation status of the business plan to the Board of Directors every quarter. The members of the Board of Directors

56

interact with the management team well with smooth communication, which benefits the Board of Directors to guide and supervise.

  1. Your company has appointed a Corporate Governance Officer served by a vice president who has engaged in corporate governance and discussion of official matters for as long as 10 years. The Corporate Governance Officer is responsible for organizing the meetings of the Shareholders’ Meeting, the Board of Directors and each functional committee, providing directors with information needed to perform their official business, arranging directors to engage in advanced studies, and dealing with other matters related to corporate governance such as performance evaluation of directors; at the same time, the Corporate Governance Officer pays more active attention to the revision of relevant corporate governance policies by the competent authority, and makes plans in a forward-looking way, and assists the Board members in performing their duties. In a word, the Corporate Governance Officer works actively, adequately, and responsibly.

  2. (6) Suggestions from Taiwan Corporate Governance Association, and the Company’s responsive measures:

responsive measures:
Suggestions from Taiwan Corporate
Governance Association
The Company’s responsive measures
1. Currently, your company appointed
10 directors, among whom there
were 5 legal representatives. With
reference to the international best
practice, it is suggested that your
company should consider reducing
the seats of legal representatives or
adding the seats of independent
directors as appropriate in the future,
to strengthen the independence of
the Board of Directors.
In the 11~~th~~Board of Directors, the
number of directors served by legal
representatives was reduced first, and
the number of directors served by
general natural persons as increased.
The Company will endeavor to realize
this objective.
2. Your company established relevant
risk
management
policy
and
mechanism, and regularly reviewed
risks,
and
submitted
the
implementation results to the Risk
Management Committee, the Audit
Committee, and the Board of
Directors.
However,
in
consideration of thegreat changes
The Risk Management Department
considered
the
relevancy
of
test
scenarios to the environment faced as
well as reasonableness thereof in the
regularly executed pressure test and
annual ORSA, and submitted the test
results
to
the
Risk
Management
Committee.

57

taking place to the international political and economic situations in 2022, the finance and insurance industry was significantly impacted in terms of operation. It is suggested the Board of Directors should further discuss the situations faced and responsive measures when deliberating operation strategies and risks, to continually enhance risk control. 3. After inauguration of this Board of It has already been added in the work Directors, the Corporate handbook of the Executive Office. Governance Officer initiatively visited the newly appointed directors and explained the operation status of the Board of Directors and functional committees to them. Also, the Corporate Governance Officer arranged supervisors from relevant business units, including General Auditor, Regulatory Compliance Officer, Chief Risk Control Officer, CPAs, and certified actuaries to brief, held a two-day orientation for newly appointed directors, and actively assisted the directors in taking office, which was worthy to be recognized. However, it is suggested that your company should document the actual conditions to establish an orientation system for the newly appointed directors and assist them in quickly mastering the status quo of your company and industrial information, to benefit the directors’ functionality.

58

  • (II) Information on the operation of the Audit Committee

  • The Audit Committee of the Company comprises all independent directors with the objective to assist the Board of Directors in supervising the quality of accounting, auditing, financial reporting flow, and financial control executed by the Company and enhancing the performance of corporate governance. The work highlights of the Audit Committee in 2023 included:

  • Establishment or amendment of the internal control system, acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, provision of endorsement or guarantee for others in accordance with Article 36-1 of the Securities and Exchange Act, and effectiveness assessment of the internal control system.

  • Establishment or amendment of procedures for engaging in derivatives trading, investing in securities publicly issued and not listed in TWSE/TPEx, and privately placed securities, lending loans to stakeholders, or other transactions.

  • Handling of matters concerning the personal interests of directors.

  • Handling of major assets or derivatives trading, lending of capital, endorsement, or provision of guarantee.

  • Offering, issuance, or private placement of valuable securities with nature of equity.

  • Appointment, dismissal, or remuneration of CPAs and certified actuaries, and appointment or dismissal of officers in charge of finance, accounting, or internal audit.

  • Annual financial report signed or sealed by chairman, managerial officers, and accounting officer and the financial report of the second quarter that should be audited and certified by CPAs.

  • Other major matters stipulated by the Company or the competent authority.

The Audit Committee convenes at least one meeting every quarter, and may require managerial officers of relevant departments, internal auditors, CPAs, legal consultants, or other personnel to attend such meetings and provide relevant necessary information as a nonvoting party within its scope of authority.

  1. Operation of the Audit Committee:

A total of 15 (A) meetings of the Audit Committee were held in 2023, including 6 meeting convened by the 5[th] Audit Committee and 9 meetings convened by the 6[th] Audit Committee. The attendance of independent directors is as follows:

Title Name Attendance
by person(B)
Attendance
by proxy
Attendance
rate(%) (B/A)
Remark
Independent
director
Henry Yang 15 0 100% Reelected and reappointed
on June 15, 2023
Independent Kuo, 15 0 100% Reelected and reappointed

59

director Wei-Yu on June 15, 2023 on June 15, 2023
Independent
director
Tu,
Te-Cheng
9 0 100% Reelected
and
newly
appointed on June 15,
2023
Independent
director
Liou,
Han-Tzong
9 0 100% Reelected
and
newly
appointed on June 15,
2023
Independent
director
Justin Tsai 6 0 100% Term of office terminated
on June 15, 2023
Other matters to be recorded:
I. If any of the following circumstances occurs, the dates of the meetings, sessions, contents of proposals,
contents of suggestions, reservations or objections from independent directors, results of resolutions of
the Audit Committee, and the Company’s response to these opinions shall be described.
(I)Matters listed in Article 14-5 of the Securities and Exchange Act
Date and
session of
the Board
of Directors
Content of proposal and subsequent treatment Matters listed
in Article
14-5 of the
Securities and
Exchange Act
Resolution not
passed by the
Audit Committee
but approved by
more than two
thirds of all
directors
31stmeeting
of the 10th
Board of
Directors on
January 16,
2023
1. Amendment to the ―Internal Control System‖ of
the Company
-
Result of resolution of the Audit Committee (January 16, 2023): Approved and passed by
all members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved andpassed byall attendingdirectors.
32thmeeting
of the 10th
Board of
Directors on
February
16, 2023
1. Sponsorship of ―2023 14thMercuries Life
Insurance Cup Teeball National Tournament & Asian
Cup Teeball Representative Team Trial‖ held by the
Teeball Promotion Association
-
Result of resolution of the Audit Committee (February 15, 2023): Approved and passed by
all members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved and passed by all attending directors except Chairman Wong,
Chau-Shi, Director Chen, Shiang-Li, Director Wong, Wei-Chyun, Director Chen,
Chin-Tsai, Director Hsu, Chin-Hsin, and Director Wang, Chih-Hua who recused
themselves from the discussion and votingof thisproposal.
33rdmeeting 1. Self-prepared
financial
statements
of
the
-

60

of the 10th
Board of
Directors on
March 9,
2023
Company for the year 2022
2. Matters related to the submission of results of
internal self-evaluation of internal control in 2022
and the Company’s ―Statement of Internal Control
System‖
-
Result of resolution of the Audit Committee (March 8, 2023): Approved and passed by all
members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposals 1 and 2 were approved andpassed byall attendingdirectors.
35thmeeting
of the 10th
Board of
Directors
on May
12, 2023
1. Additional clauses of the internal control system
project contract with KMPG entrusted by the
Companyin 2023
-
2. Sponsorship of ―2023 21stPresident Cup Slow
Pitch Softball Championships‖ held by the Chinese
Slow Pitch Softball Association
-
3. Proposal for appointment of managerial office
(Chief Financial Officer) & Spokesperson
-
Result of resolution of the Audit Committee (May 11, 2023): Approved and passed by all
members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved and passed by all attending directors.
Proposal 2 was approved and passed by all attending directors except Chairman Wong,
Chau-Shi, Director Chen, Shiang-Li, Director Wong, Wei-Chyun, Director Chen,
Chin-Tsai, Director Hsu, Chin-Hsin, and Director Wang, Chih-Hua who recused
themselves from the discussion and voting of this proposal.
Proposal 3 was approved andpassed byall attendingdirectors.
36thmeeting
of the 10th
Board of
1. Donation of NT$ 900,000 to related party
―Taiwan Criminal Investigation and Prevention
Association‖
-
2. Proposal for reporting of the new financial
supervisor
-
Result of resolution of the Audit Committee (May 31, 2023): Approved and passed by all
members.
Directors on
June 1, 2023
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved and passed by all attending directors except Chairman Wong,
Chau-Shi, Director Chen, Shiang-Li, Director Wong, Wei-Chyun, Director Chen,
Chin-Tsai, Director Hsu, Chin-Hsin, and Director Wang, Chih-Hua who recused
themselves from the discussion and voting of this proposal.
Proposal 2 was approved andpassed byall attendingdirectors.

61

1stinterim
meeting of
the 11th
Board of
Directors on
June 15,
2023
1. Plan for signing of ―Cooperation Contract‖ with
National Chengchi University
-
Result of resolution of the Audit Committee (June 15, 2023): The proposal was approved
and passed by all attending directors except Independent Director Kuo, Wei-Yu who
recused himself from the discussion and votingof thisproposal.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved and passed by all attending directors except Independent
Director Kuo, Wei-Yu who recused himself from the discussion and voting of this
proposal.
2ndmeeting
of the 11th
Board of
Directors on
July 13,
2023
1. Revision of ―Regulation Governing the Car Use
of Senior Officers‖
-
Result of resolution of the Audit Committee (July 12, 2023): Approved and passed by all
members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved and passed by all attending directors except Chairman Wong,
Chau-Shi who recused himself from the discussion and votingof thisproposal.
3rdmeeting
of the 11th
Board of
Directors on
August 11,
2023
1. Self-prepared
financial
statements
of
the
Companyfor the secondquarter of 2023
-
2. Handling of issuance of new shares by capital
increase bycash in 2023
-
3. Sponsorship of ―2023 Taiwan Masters and the
37thMercuries Golf Invitational Tournament‖ held
by the Foundation for Taiwan Masters Golf
Tournament
-
4. Sponsorship of ―2023 Mercuries Cup Halloween
Charity Road Running‖ held by Simple Mart Retail
Co., Ltd.
-
5. Donation of NT$ 500,000 to related party ―Police
Research Foundation‖
-
6. Proposal for Purchasing of Gifts for the
Mid-Autumn Festival in 2023
-
Result of resolution of the Audit Committee (August 9, 2023): Approved and passed by all
members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposals 1 and 2 were approved and passed by all attending directors.
Proposals 3, 4, 5, and 6 were approved and passed by all attending directors except
Chairman Wong, Chau-Shi, Director Chen, Shiang-Li, Chen, Director Chin-Tsai,
Director Wong, Wei-Chyun, Director Hsu, Chin-Hsin, and Director Wang, Chih-Hua
who recused themselves from the discussion and votingof thisproposal.

62

4thmeeting
of the 11th
Board of
Directors on
September
14,2023
1. Proposal for issuance of common shares by
privateplacement
1. Proposal for issuance of common shares by
privateplacement
1. Proposal for issuance of common shares by
privateplacement
-
Result of resolution of the Audit Committee (September 13, 2023): Approved and passed
byall members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved andpassed byall attendingdirectors.
6thmeeting
of the 11th
Board of
Directors on
November
9, 2023
1. Sponsorship of ―2023 19th Taiwan Slow Pitch
Softball Father Memorial Cup‖ held by the Chinese
Slow Pitch Softball Association
-
Result of resolution of the Audit Committee (November 8, 2023): Approved and passed
byall members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposal 1 was approved and passed by all attending directors except Chairman Wong,
Chau-Shi, Director Chen, Shiang-Li, Director Wong, Wei-Chyun, Director Chen,
Chin-Tsai, Director Hsu, Chin-Hsin, and Director Wang, Chih-Hua who recused
themselves from the discussion and votingof thisproposal.
7thmeeting
of the 11th
Board of
Directors on
December
21, 2023
1. Proposal for appointment of CPAs in 2024 -
2. Entrustment of KPMG with the execution of QFII
investment audit business for theyear 2023
-
3. Renewal of lease of Zhongli Service Center and
parking spaces in Taoyuan District with interested
party ―Mercuries & Associates Holding, Ltd.‖ &
proposal for acquisition of right-of-use assets
-
Result of resolution of the Audit Committee (December 20, 2023): Approved and passed
byall members.
The Company’s response to the opinion(s) of the Audit Committee:
Proposals 1 and 2 were approved and passed by all attending directors.
Proposal 3 was approved and passed by all attending directors except Chairman Wong,
Chau-Shi, Director Chen, Shiang-Li, Director Wong, Wei-Chyun, Director Chen,
Chin-Tsai, Director Wang, Chih-Hua, and Hsu, Chin-Hsin who recused themselves from
the discussion and votingof thisproposal.
(II) Resolution matters not passed by the Audit Committee by approved by more than two thirds of
all directors in addition to theprecedingmatters: None.
II. For the execution of recusal of independent directors from relevant proposals for conflict of interest,
names of independent directors, contents of proposals, reason of recusal, and participation in voting shall
be described:
Name of
independent director
Content of proposal Reason for recusal due to
conflict of interest
Participation in voting

63

Plan for signing of ―Cooperation Contract‖ Matters involving the Not involved in the Kuo, Wei-Yu with National Chengchi interests of the director discussion and voting University

III. Communication of independent directors with Internal Audit Officer and CPAs (including major events, methods, results, etc. of communication regarding corporate finance and business conditions).

  • Ways for independent directors to communicate with the Internal Audit Officer and CPAs

  • The independent directors had symposiums with the Internal Audit Officer and CPAs periodically, and would contact each other at any time as required. The communication was fine.

  • The Internal Audit Officer of the Company reported auditing business to independent directors in the meetings of the Audit Committee periodically, and communicated the results of audit report and the implementation status of the tracking report with the members of the Audit Committee.

  • The CPAs of the Company reported finance and internal control and audit to the independent directors in the quarterly meeting of the Audit Committee, and communicated the principles and regulations governing the handling of financial statements with them.

  • Communication of independent directors with CPAs

Date and way of
communication
Communication highlights Handling and implementation
result(s)
and implementation
result(s)
and implementation
result(s)
and implementation
result(s)
1. Communication of corporate governance
in 2022
Conversion with 2. Auditing results (including key audit
CPAs on March 7,
2023
items) of financial report in 2022
3. Auditing status of the internal control
Handled
matter(s)
per the suggested
system in 2022
4.
Updating
of
important
laws
and
regulations
Meeting of the 1. Auditing results of financial report in
2022
Deliberated, passed, and
Audit Committee on submitted to the Board of
March 8, 2023 2. Statement of internal control system in
2022
Directors
Meeting of the
Audit Committee on
Financial statements for the first quarter of Deliberated,
submitted
to
passed,
the
Board
and
of
2023
May11,2023 Directors
Symposium with
CPAs on August 1,
2023
Auditing procedures for the financial report
of the 2ndquarter of 2023, key audit items,
and
updates
of
important
securities
Handled
matter(s)
per the suggested

64

management laws and regulations
Meeting of the
Audit Committee on
August 9,2023
Financial statements for the second quarter
of 2023
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Meeting of the
Audit Committee on
November 8,2023
Financial statements for the third quarter of
2023
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors

Communication of independent directors with the Internal Audit Officer
Date and way of
communication
Communication highlights Handling and implementation
result(s)
Meeting of the
Audit Committee on
January 16, 2023
1. Project audit report
2. Amendment to ―Internal Control System‖
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Meeting of the
Audit Committee on
February 15, 2023
1. General audit report-Results of recheck of
subsequent improvement of deficiency of
material impact
2.Trace
table
of
improvements
of
deficiencies in general business inspection
report (Table A) in 2022
3. Project audit report
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Audit symposium
on March 7, 2023
1. Tracking matters of previous review
symposium
regarding
deficiency
of
previous internal control
2. Implementation status of audit plan of
2022
3. Overview
of
manpower
of
audit
department and peer survey
4. Financial testing and penalty
5. Overrating not due to increase of
investment
Handled
per
the
suggested
matter(s)
Meeting of the
Audit Committee on
March 8, 2023
1. Audit business report
2. Auditing
results
regarding the risk
assessment of unethical conduct and
compliance with prevention plan
3. Submission of results of self-evaluation
of internal control of each department and
office in 2022 as well as ―Statement of
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors

65

Internal Control System‖ of the Company
4. Trace
table
of
improvements
of
deficiencies in general business inspection
report (Table A) in 2022
5. Project audit report
6. General audit report
Meeting of the
Audit Committee on
April 19, 2023
1. Trace
table
of
improvements
of
deficiencies in general business inspection
report (Table B) in 2022
2. Project audit report
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Meeting of the
Audit Committee on
June 27, 2023
1. Audit business report
2. Trace
table
of
improvements
of
deficiencies in general business inspection
report (Table B) in 2022
3. Project audit report
4. General audit report
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Meeting of the
Audit Committee on
August 9, 2023
Trace table of improvements of deficiencies
in general business inspection report (Table
A) in 2022
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Audit symposium
on August 11, 2023
1. Tracking matters of previous review
symposium
regarding
deficiency
of
previous internal control
2. Implementation status of audit plan in
2023
3. Overview
of
manpower
of
audit
department
4. Financial testing and penalty
5. Overrating not due to increase of
investment
Handled
per
the
suggested
matter(s)
Meeting of the
Audit Committee on
September 13, 2023
1. Audit business report
2. Trace
table
of
improvements
of
deficiencies in general business inspection
report (Table B) in 2022
3. Project audit report
4. General audit report
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
Meeting of the
Audit Committee on
November 8, 2023
1. Insurance product management operation
project inspection report in 2023
2. Trace
table
of
improvements
of
deficiencies ingeneral business inspection
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors

66

report (Table A) in 2022
3. Project audit report
Meeting of the
Audit Committee on
December 20, 2023
1. Audit business report
2. Trace
table
of
improvements
of
deficiencies
in
insurance
product
management operation project inspection
report (Table B) in 2023
3. Trace
table
of
improvements
of
deficiencies in general business inspection
report (Table B) in 2022
4. Audit plan and audit plan schedule of
2024
5. Project audit report
6. General audit report
Deliberated,
passed,
and
submitted
to
the
Board
of
Directors
  1. Participation of suppliers in the operation of the Board of Directors: Not applicable since the Company didn’t have a supervisor system.

67

(III) Operation status of corporate governance, deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof

and reasons thereof
Evaluation item Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
1. Has the Company established
and does it disclose its Corporate
Governance
Best
Practice
Principles based on the Corporate
Governance
Best
Practice
Principles for TWSE/TPEx Listed
Companies?






The Company amended its Corporate Governance Best Practice
Principles and presented it to the Board of Directors for approval with
reference to ―Corporate Governance Best Practice Principles for
TWSE/TPEx Listed Companies‖ and ―Corporate Governance Best
Practice Principles for Insurance Companies‖, and disclosed it on the
MOPS of TWSE and its official website.





Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies
2.
Shareholding
Structure
&
Shareholders’ Rights
(1) Has the Company established
internal operating procedures to
deal with shareholders’ suggestions,
concerns, disputes and litigation,
and does the Company implement
such procedures in accordance with
the procedures?
(2) Does the Company keep a list of
its
major
shareholders
with









(1) In order to ensure the shareholder’s interests, the Company has
already assigned dedicated personnel to properly deal with shareholders’
suggestions, concerns, and litigation, and disclosed information of
contact window of the investor relations department on its website in
accordance with the provisions of Article 13 of ―Corporate Governance
Best Practice Principles‖ so that shareholders may express their opinions
by phone or email.
(2) The Company periodically updates the list of major shareholders in
accordance with the register of shareholders on book closure date,







Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies

68

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
controlling power as well as the
ultimate owners of those major
shareholders?
(3) Has the Company established
and
does
it
execute
a
risk
management and firewall system
within its affiliated companies?
(4) Has the Company established
internal rules against insider trading
and
the
use
of
undisclosed
information in securities trading?







applies information on equity changes every month as stipulated, and
discloses the major shareholders of top-10 shareholders as legal persons
in the annual report to master the shareholding of shareholders at any
time.
(3) 1. The managerial authorities and responsibilities for personnel,
assets, and finance between the Company and its affiliated
companies are independently operated.
2. The Company has already established ―Regulations for
Transaction Policies and Code of Conduct Governing Transactions
Other Than Loans between Insurance Enterprises and Interested
Parties‖, ―Regulations Governing Transactions Other Than Loans
between Insurance Enterprises and Interested Parties‖, and
―Measures
for
Control
of
Transactions
with
Substantial
Stakeholders‖. The transactions between the Company and
affiliated companies shall be handled in according to the preceding
regulations.
(4) The Company has established ―Procedures of Mercuries Life
Insurance Co., Ltd. for Prevention of Insider Trading‖ to prevent insider
trading, and conducts internal education, training, and advocacy
internallyon a regular basis.















69

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
3. Composition and Responsibilities
of the Board of Directors
(1) Does the Board of Directors
develop and implement a diversity
policy for the composition of its
members? What are the specific
management objectives, and how
can they be implemented?
(2) In addition to the legally
required Remuneration Committee








(1) ―Procedures for Election of Directors‖ of the Company stipulates that
the election of directors should be performed in consideration of the
overall structure of the Board of Directors, the members of the Board of
Directors should be diversified, and an appropriate diversity policy
should be drafted based on the corporate operation, business types and
development demands. It is advisable to include but not limited to the
standards regarding the following two aspects: (A) Basic conditions and
values: Gender, age, nationality, culture, etc.;(B) Professional
knowledge and skills: Professional background (e.g., law, accounting,
industry, finance, marketing, or technology), professional skills, industry
experience, etc.
In the actual execution, the current Board of Directors of the Company
comprises 11 members, including 1 female director. Each director has
the background and professional knowledge in the fields of operation
management, finance and accounting, investment, and risk management,
which complies with the diversity policy.
(2) In addition to the Audit Committee and the Remuneration
Committee,the Companyhas also established Risk Management
















Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies

70

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
and Audit Committee, has the
Company voluntarily established
other functional committees?
(3) Has the Company established
standards and methods to evaluate
the performance of the Board of
Directors,
conduct
evaluations
annually and regularly, report the
evaluation results to the Board of
Directors, and use them as a
reference for individual directors’
remuneration,
nomination
and
renewal?










Committee and Corporate Governance and Nomination Committee.
(3) The Company began to execute director performance evaluation
since 2015, and passed ―Measures for Performance Evaluation of the
Board of Directors‖ on January 31, 2018 to raise a requirement for
execution of performance evaluation of the Board of Directors and
functional committees once every year. A professional external
independent agency or external expert/scholar team is assigned to
execute performance evaluation of the Board of Directors at least once
every three years.
In accordance with the provisions of Article 9 of ―Measures for
Performance Evaluation of the Board of Directors‖, the results of
performance evaluation of the Board of Directors will be used as
reference for selection or nomination of directors; also, the
results of performance evaluation of individual directors are
adopted as reference for determination of their remuneration.
1. Evaluation methods: In accordance with the provisions of
Article 4 of ―Measures for Performance Evaluation of the
Board of Directors‖,the evaluation methods include internal














71

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
self-evaluation of the Board of Directors, self-evaluation of
Board members, peer evaluation, employment of professional
external agency, expert(s) or other appropriate methods for
evaluation performance.
2. Evaluation aspects: The measurement items determined by
the Company for the performance evaluation of the Board of
Directors in consideration of the corporate status and demands
shall include at least the following five aspects:
(1) Participation in the Company’s operation
(2) Improvement in the Board of Directors’ decision-making
quality
(3) Composition and structure of the Board of Directors
(4) Election and continuing education of directors
(5) Internal control
The measurement items adopted for the performance
evaluation of the Board members (self-evaluation or peer
evaluation) shall include at least the following six aspects:
(1) Understanding of the Company’s goals and missions
(2) Understanding of the directors’ responsibilities
(3)Participation in the Company’s operation







72

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(4) Management and communication of internal relations
(5) Expertise and continuing education of directors
(6) Internal control
The measurement items adopted for the performance
evaluation of functional committees shall include at least the
following five aspects:
(1) Participation in the Company’s operation
(2)
Understanding
of
the
functional
committees’
responsibilities
(3)
Improvement
in
the
functional
committees’
decision-making quality
(4) Composition of the functional committees and election of
members
(5) Internal control
3. Standards and results of performance evaluation. The grades
of results of performance evaluation of the Board of Directors
and functional committees of the Company are classified as
―Excellent‖, ―Good‖, ―Ordinary‖, and ―To be bettered‖. The
evaluation results in 2023 were ―Excellent‖ and each aspect
was alreadyupto standard.









73

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(4) Does the Company regularly
evaluate the independence of the
CPAs?

(4) When submitting the proposal for appointment of CPAs, the
Company synchronously and regularly evaluates the independence and
adequacy of CPAs hired, and has obtained and reviewed Audit Quality
Indicators (AQIs) from the accounting firm from 2022 to evaluate
thirteen indicators in five aspects. Then, these indicators would be
submitted to the Audit Committee and the Board of Directors as
reference for making decisions on employment. Also, the CPAs are
required to issue a statement of detached independence to confirm that
no situations that harm the independence occur and a list is made for
evaluation, which complies with the independent evaluation standards of
the Company (Note). According to the professional ability of CPAs,
their adequacy has been evaluated based on the fact that the CPAs
haven’t been consecutively appointed for seven years or move, or no
CPAs have received penalties. The evaluation results for the year 2023
were already deliberated and passed at the meeting of the Audit
Committee on December 20, 2023 and the meeting of the Board of
Directors on December 21, 2023 respectively. The Company evaluated
and confirmed that CPAs Chen, Chun-Kuang and Hsieh, Chiu-Hua from
KPMG complied with the independence evaluation standards of the
Companyand were thus adequate to serve as CPAs of the Company.


















74

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(Note) The main evaluation
described as follows:
items are summarized and additionally
Evaluation Item Evaluation Result Consistent with
principle of
independence or
not
The CPAs have no direct or
indirect
major
financial
interests with the Company.
Yes ˇ
No financing or guarantee
acts are provided for the
CPAs.
Yes ˇ
The CPAs have no business
relations with the Company
or its directors, supervisors,
or official managers that
affect their independence.
Yes ˇ
The CPAs do not or did not
serve
as
directors,
supervisors, and managerial
officers of the Company or
positions having a direct
material
impact
on
the
audited cases at present or
in the last twoyears.
Yes ˇ

75

Evaluation item Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
The CPAs do not engage in
day-to-day work at the
Company and receive fixed
salaries.
Yes ˇ
The CPAs do not provide
non-auditing services that
may
directly
affect
the
important
items
of
the
audited case.
Yes ˇ
The CPAs haven’t received
gifts or special preferences
from the Company, unless
otherwise the value of such
is insignificant.
Yes ˇ
4. Does the Company appoint
adequate persons and a chief
governance officer in charge of
corporate
governance
matters
(including, but not limited to,
providing directors and supervisors
with the required information for
business
execution,
assisting
directors
and
supervisors
in









In 2019, the Board of Directors passed a resolution to assign vice
president Tien, Yu-Ping, who had taken charge of the discussion
management of the Board of Directors and the Audit Committee as well
as corporate governance related matters for more than 10 years in the
Executive Office, as the Corporate Governance Officer. In 2023, Tien
already completed the annual continuing education for 29.5 hours
(required for more than 12 hours in relevant laws and regulations
governing succession) as the Corporate Governance Officer. The main
responsibilities of the Corporate Governance Officer include: ―Handling








Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies

76

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
following laws and regulations,
handling matters in relation to
Board Meetings and Shareholders’
Meetings and keeping minutes at
Board Meetings and Shareholders'
Meetings as required by law)?




matters related to the meetings of the Board of Directors and the
Shareholders’ Meeting according to law‖, ―Making meeting minutes for
the Board of Directors and the Shareholders’ Meeting‖, ―Assisting
directors in taking office and continuing education‖, ―Providing
directors with data needed for execution of their duties‖, and ―Assisting
directors in complying with laws and regulations‖, etc.
The implementation status of the corporate governance business in 2023
are as follows:
1. To be responsible for the proceedings of the Board of Directors and
the Shareholders’ Meeting and making meeting minutes.
2. Assist the operations of the Audit Committee and the Corporate
Governance and Nomination Committee.
3. Assist each unit in reviewing the implementation status of matters
related to corporate governance in accordance with the governance
evaluation indicators of Taiwan Stock Exchange and Taiwan
Corporate Governance Association.
4. Assist directors in office-taking, regulatory compliance and execution
of duties, provide data needed, and arrange directors to receive
continuing education for more than 6 hours as stipulated in relevant
laws and regulations.













77

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
5. Assist the Board of Directors, each functional committee, individual
directors, and peers in performance evaluation.
6. Report the review results regarding whether the qualifications of
independent directors comply with relevant laws, regulations and
rules to the Board of Directors.
7. Handle matters related to the changes in the directors.
8. Handle ―Liability Insurance of Directors and Managerial Officers‖
and report it to the Board of Directors.



78

Evaluation item Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
5. Has the Company established
communication channels and built a
dedicated section on its website for
stakeholders (including, but not
limited to, shareholders, employees,
customers,
and
suppliers)
to
respond to material corporate social
responsibility issues in a proper
manner?








79
The Company has already built a dedicated section for stakeholders on
its official website, and disclosed communication channels and relevant
contact information per the types of stakeholders. Also, the Company
learns about the issues concerned by internal and external stakeholders
through the stakeholder questionnaires every year, relies on a variety of
regular and irregular communication channels to respond to the material
corporate social responsibility issues concerned by stakeholders, and
discloses relevant contents in the sustainability report.
Issues concerned by stakeholders include:
Policyholders: Corporate governance, risk management, economic
performance, ethical corporate management, and information security
Investors: Economic performance, ethical corporate management,
corporate management, and risk management
Employees: Employees’ salaries and benefits, economic performance,
ethical corporate management, corporate governance, and talent
cultivation
The detailed communication channels and relevant responses are shown
in the dedicated sections for stakeholders and corporate sustainability on
the official website or the sustainability report of the Company can be
downloaded from the dedicated section for corporate sustainability.
Dedicated
section
for
stakeholders
on
the
official
website:
https://www.mli.com.tw/sites/mliportal/about/communication
Corporate sustainabilityreport:https://www.mli.com.tw/esg/downloadTemplate/78















Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies
Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
6. Does the Company appoint a
professional
shareholder
service
agency to deal with shareholder
affairs?



The Company has appointed a professional shareholder service agency
to deal with shareholder affairs for a long term.

Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies
7. Information Disclosure
(1) Does the Company have a
corporate website to disclose both
the Company’s financial standing
and corporate governance status?
(2) Does the Company have other
information
disclosure
channels
(e.g.,
an
English
website,
appointing designated people to
handle information collection and
disclosure, a spokesperson system,
and
webcasting
investor
conferences)?











(1) The Company has currently established its Chinese and English
websites to practically disclose information regarding the Company’s
finance, business, and corporate governance.
Chinese website: https://www.mli.com.tw
English website: https://www.mli.com.tw/sites/mliportal/english/index
(2) The Company implements a spokesperson system, and puts the full
video recording of investor conferences in the official YouTube channel
of the Company
(https://www.youtube.com/channel/UCM_C37Yfh4W155ASp5XoYEg
)




(1) and (2): Handled in
accordance
with
the
provisions of Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies

80

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(3) Does the Company announce
and file annual financial reports
within two months after the close of
the given fiscal year and publicly
announce and file the first, second,
and third quarterly financial reports
and the operation of each month
ahead of the required deadline?






(3) The Company announces and files the annual financial reports, and
the first, second, and third quarterly financial reports in accordance with
the provisions of Article 36 of the Regulations Governing the
Preparation of Financial Reports by Insurance Enterprises.
Annual report: Submitted to the competent authority within
seventy-five days after end of each fiscal year.
Second quarterly financial report: Submitted within two months
after end of each half of the fiscal year.
First and third quarterly financial reports: Submitted within
forty-five days after end of the first quarter and the third q
uarter in each fiscal year respectively.





(3)
The
Company
announces and files the
required
reports
in
accordance
with
the
provisions of Article 36 of
the
Standards
for
Preparation of Financial
Reports
in
Insurance,
which complies with the
Corporate
Governance
Best Practice Principles for
Insurance Companies.
8. Is there any other important
information to facilitate a better
understanding of the Company’s
corporate
governance
practices
(including, but not limited to,
employee
rights,
employee
wellness,
investor
relations,
supplier
relations,
stakeholder








(1) Employee rights and employee wellness: The Company attaches
great importance to employee rights and employee wellness, and has
established regulations and measures as follows:
1. Employee welfare measures: The Company has established
an Employee Welfare Committee to offer marriage subsidies,
maternity subsidies, funeral subsidies, annual and festival
allowances, yearend get-together dinner, local and foreign
tourism subsidies,employeegroupinsurance,employees’







Handled
in
accordance
with the provisions of
Corporate
Governance
Best Practice Principles for
TWSE/TPEx
Listed
Companies

81

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
rights, directors’ and supervisors’
training records, implementation of
risk management policies and risk
evaluation
measures,
implementation
of
customer
policies,
and
participation
in
liability insurance by directors and
supervisors)?






social organization activity, and employee benefits.
2. Employees’ continuing education and training: The Company
emphasizes talent development and has established ―Talent
Development Measures‖ as rules to follow in talent
cultivation, education, and training. The training programs
provided by the Company include management/general
knowledge
training,
professional
training,
regulatory
requirements, and continuing education/training for senior
executives.
3. Retirement system: In order to reward the professional
services rendered by internal staff and business supervisors
and increase living security for them, the Company established
―Measures for Retirement and Exist of Internal Staff‖ for
internal staff, and ―Measures for Retirement and Exist of
Business Supervisors‖ and ―Measures for Retirement from
Preferential Settlement Projects‖ for business supervisors
respectively.
4. The aforesaid regulations and measures have been detailed
individually in ―V. Labor Relations‖ of ―V. Operational
Highlights‖ of this annual report.















82

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(2) Investor relations, supplier relations, and stakeholders’ rights:
Investor relations:
The Company convenes the Shareholders’ Meetings, convenes,
or participates in external investor conferences according to
relevant laws and regulations, and synchronously announces
relevant information and data on MOPS and the Company’s
official website. Also, the Company has established a
spokesperson system as well as an investor relations window to
deal with the questions raised by investors or analysts, as well as
shareholders’ suggestions, concerns, disputes, and litigation; at
the same time, the Company issues annual report and
sustainability report every year, and releases major information
in MOPS, and activity information on its website on an irregular
basis.
Supplier relations:
The Company has established ―Supplier Policy‖ and ―Regulation
Governing Supplier Selection and Management‖ to treat
suppliers fairly and honestly. In the spirit of ―A word of promise,
a friend for life‖, the Company has established ―Supplier Policy‖
to dedicate tojoint development. Additionally,Companyhas















83

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
established ―Ethical Corporate Management Best Practice
Principles‖, and engages in business activities with suppliers in a
fair and transparent manner in principle of ethical corporate
management. Also, the Company requires the colleagues and
suppliers to abide by the principle of ethical corporate
management and avoid directly or indirectly providing,
promising, requiring, or accepting any illegitimate interests, or
adopting any unethical practices that violate the principle of
integrity, laws, or fiduciary duty in transactions and business
execution processes.
The
Company
also
values
whether
the
suppliers
are
manufacturers that respect human rights, secure workers’ safety,
and duly perform the responsibility of caring about employees.
By annual periodical reviews, the Company confirms the
compliance of cooperative suppliers with the human rights
policies as well as relevant laws and regulations.
For general purchasing and service suppliers, the Company pays
attention to those protecting ecology, sustaining environment,
and not causing pollution during selection. When purchasing
materials,the Company purchases various consumables and

















84

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
materials with environmental protection label or manufactured
using renewable resources with priority in the hope that the Earth
can be protected together with others through supply chain
management and the Company’s policy for environmental
sustainability can be fulfilled.
Stakeholder rights:
1. In order to comply with the provisions of the competent
authority and reinforce the procedures for transactions and other
relevant matters between the Company and stakeholders, the
Company established ―Measures for Control of Stakeholders‖,
―Measures for Control of Transactions with Substantial
Stakeholders‖, ―Regulations Governing Transactions Other Than
Loans between Insurance Enterprises and Interested Parties‖, and
―Regulations for Transaction Policies and Code of Conduct
Governing Transactions Other Than Loans between Insurance
Enterprises and Interested Parties‖ to effectively control the
transactions between the Company and stakeholders, and
enhance the safety and stability of the corporate management.
2. The Company has established principles for treating customers
fairly,Ethical Corporate Management Best Practice Principle,















85

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
Code of Ethics, and Regulations Governing the Handling of
Impeachment Cases as rules for treating each stakeholder fairly.
3. Establishment of communication channels with stakeholders:
Each dedicated unit is assigned to communicate and coordinate
with stakeholders. Also, the Company expressly discloses
communication channels and relevant contact information per the
types of stakeholders on its website, and responds to the issues
concerned by stakeholders in its sustainability report.
(3) Directors’ continuing education:
1. Name of course: ―Investment Trend of Digital Biomedical‖,
1.5 hours (March 13, 2023)
Sponsor: Taiwan Corporate Governance Association
Attending director(s): Chen, Chin-Tsai, 1 in total.
2. Name
of
course:
―Enterprise
Resilience,
Taiwan
Competitiveness‖, 3 hours (March 27, 2023)
Sponsor: Chinese National Association of Industry and
Commerce
Attending director(s): Chen, Chin-Tsai, 1 in total.
3. Name
of
course:
―IFRS17
Insurance
Contracts-Representation of Financial Statements‖,3 hours











86

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(April 12, 2023)
Sponsor: Taiwan Insurance Institute
Attending director(s): Henry Yang, 1 in total.
4. Name of course: Business Opportunities and Challenges in
the Wave of Net-Zero, 3 hours (April 13, 2023)
Sponsor: Taiwan Institute of Directors
Attending director(s): Henry Yang, 1 in total.
5. Name of course: ―Practice of International Anti-corruption
and Whistleblower Protection & Discussion of Prevention of
Money Laundering‖, 3 hours (April 27, 2023)
Sponsor: Taiwan Insurance Institute
Attending director(s): Wong, Chau-Shi, Chen, Chin-Tsai,
Chen, Shiang-Li, Hsu, Chin-Hsin, Wang, Chih-Hua, Cheng,
Chun-Nong, Henry Yang, and Kuo, Wei-Yu, 8 in total.
6. Name of course: ―Advancing ASEAN-Issues Related to
Investments in Thailand, Malaysia, India, and Vietnam‖, 3
hours (April 28, 2023)
Sponsor: Taiwan Corporate Governance Association
Attending director(s): Chen, Chin-Tsai, 1 in total.
7. Name of course: ―Corporate Governance and Securities







87

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
Regulations‖, 3 hours (June 21, 2023)
Sponsor: Taiwan Corporate Governance Association
Attending director(s): Cheng, Chun-Nong, 1 in total.
8. Name of course: ―Corporate Governance-Case Analysis of
Trends and Patterns of Risk of Suspected Money Laundering
or Terrorism Financing‖, 3 hours (June 30, 2023)
Sponsor: Taiwan Securities Association
Attending director(s): Wong, Wei-Chyun, Wang, Chih-Hua,
Tu, Te-Cheng, and Liou, Han-Tzong, 4 in total.
9. Name of course: ―2023 Cathay Sustainable Finance and
Climate Change Summit‖, 6 hours (July 4, 2023)
Sponsor: Taiwan Stock Exchange Corporation
Attending director(s): Wong, Chau-Shi, 1 in total.
10. Name of course: ―Changes in Product Strategy, Asset
Allocation, and Risk Management after Foreign IFRS17
Conversion‖, 3 hours (July 27, 2023)
Sponsor: Ernst & Young
Attending director(s): Wong, Chau-Shi, Chen, Chin-Tsai,
Wong, Wei-Chyun, Hsu, Chin-Hsin, Chen, Shiang-Li, Wang,
Chih-Hua,Cheng,Chun-Nong,Kuo,Wei-Yu,HenryYang,







88

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
and Liou, Han-Tzong, 10 in total.
11. Name of course: ―ESG Related Legal Issues to be
Considered by the Board of Directors‖, 3 hours (August 10,
2023)
Sponsor: Taiwan Corporate Governance Association
Attending director(s): Kuo, Wei-Yu, 1 in total.
12. Name of course: ―Governance of the Board of Directors
under ESG‖, 3 hours (August 11, 2023)
Sponsor: Taiwan Corporate Governance Association
Attending director(s): Wong, Wei-Chyun, 1 in total.
13. Name of course: ―Recent Development Trends of ESG and
Introduction to Case of Management Right, 3 hours (August
11, 2023)
Sponsor: Taiwan Corporate Governance Association
Attending director(s): Wong, Wei-Chyun, 1 in total.
14. Name of course: ―Changes in Product Strategy, Asset
Allocation, and Risk Management after Foreign IFRS17
Conversion‖, 3 hours (August 15, 2023)
Sponsor: Ernst & Young
Attendingdirector(s): Tu,Te-Cheng,1 in total.






89

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
15. Name of course: ―Education, Training and Symposium of
Treating Customers Fairly of the Board of Directors in
2023-Compliance and Practice of Treating Customers
Fairly‖, 3 hours
(August 17, 2023) (September 7, 2023) (September 12, 2023)
(September 22, 2023) (October 12, 2023)
Sponsor: Liu & Partners Law Office
Attending director(s): Wong, Chau-Shi, Chen, Chin-Tsai,
Chen, Shiang-Li, Wong, Wei-Chyun, Hsu, Chin-Hsin, Wang,
Chih-Hua, Cheng, Chun-Nong, Kuo, Wei-Yu, Henry Yang,
Tu, Te-Cheng, and Liou, Han-Tzong, 11 in total.
16. Name of course: ―Corporate Governance-Development of
Trends of Net-Zero Transition at Home and Abroad and
Enterprises’ Responsive Strategies‖, 3 hours (September 21,
2023)
Sponsor: Taiwan Securities Association
Attending director(s): Wang, Chih-Hua, 1 in total.
17. Name of course: ―International Carbon Management
Practice and Sharing of Net-Zero Transition Trends in
Financial Industry‖,3 hours(October 26,2023)











90

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
Sponsor: Taiwan Institute of Directors
Attending director(s): Wong, Chau-Shi, Chen, Shiang-Li,
Cheng, Chun-Nong, Wang, Chih-Hua, Hsu, Chin-Hsin, Kuo,
Wei-Yu, Tu, Te-Cheng, and Liou, Han-Tzong, 8 in total.
18. Name of course: ―Sustainability Report at Investment
Level‖, 3 hours (November 9, 2023)
Sponsor: National Federation of CPA Associations of the
R.O.C.
Attending director(s): Cheng, Chun-Nong, 1 in total.
19. Name of course: ―Application of AI Tools in Professional
Accounting Work‖, 3 hours (November 14, 2023)
Sponsor: National Federation of CPA Associations of the
R.O.C.
Attending director(s): Cheng, Chun-Nong, 1 in total.
20. Name of course: ―Practice of Prevention of Money
Laundering and Development Trends-Financial Industry as
the Study Case‖, 3 hours (December 13, 2023)
Sponsor: National Federation of CPA Associations of the
R.O.C.
Attendingdirector(s): Cheng,Chun-Nong,1 in total.








91

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
(4) Implementation status of risk management policies, risk
measurement standards, and risk management policies:
A Risk Management Committee has been established under the Board of
Directors of the Company. This committee convenes meetings once
every quarter. Also, regulations including ―Risk Management Policy‖,
―Regulations Governing Asset Risk Management‖, ―Regulations
Governing Asset-Liability Matching Risk‖, ―Regulations Governing
Liability Risk Management‖, ―Regulations Governing Capital Adequacy
Management‖,
―Regulations
Governing
Operating
Risks‖,
and
―Regulations Governing Risk Management for Climate Change‖ have
been established to evaluate and manage various risks existing in the
Company. Risk evaluation reports are submitted in the Risk
Management Committee periodically to effectively control the overall
operating risks of the Company.
The implementation status of risk measurement standards includes the
followings:
1. The Board of Directors effectively manages the major risks of the
Company every year through risk appetite, market and credit risk quota,
and periodical control and management.
2. The self-evaluation of operatingrisks of each department is















92

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
implemented, and key risk indicators are monitored periodically, and
summarized to the overall operating risk evaluation report, to monitor
the overall operating risks of the Company on a regular basis.
3. The Company controls and manages risks in climate change according
to TCFD classification, executes quantified scenario analysis of physical
and transition climate risks according to operating sites, investments,
and loans, adopts qualitative analysis for remaining business, and
establishes climate indicators and objectives to continually supervise
their management and disclosure.
(5) Implementation status of customer policies:
Mercuries Life Insurance Co., Ltd. sticks to the corporate philosophy of
―A word of promise, a friend for life‖, continually researches and
develops insurance products that comply with the requirements of
customers in each class with innovative thinking and technology, and
matches with diversified policyholder service channels so that customers
can acquire more complete policy information and safeguard their rights
and interests, e.g., updating and optimization of dedicated section for
online insurance purchasing and dedicated section for policyholders on
the official website, provision of diversified verification methods for
identification authentication services duringmembershipregistration and
















93

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
password reissue in the dedicated section for policyholders like MID,
online banking, Ibon verification, chip financial card, supermarket
―Instant Code Verification‖, and post office card, etc., and optimization
of service system in the customer service center, in the hope that
policyholders from different channels can acquire the most suitable
service contents, and their ―love‖ and ―responsibility‖ for family
members can be fulfilled with the Company’s assistance; in addition,
relying on the huge agency teams of Mercuries Life Insurance Co., Ltd.,
and the localized services, professional labor division, and flexible
organizational operations of the branch companies, the interests of the
policyholders of the Company can be maintained, continuous growth can
be stabilized, and long-term value can be created for these policyholders.
At the same time, in order to implement the principle of treating
customers fairly, and coordinate the corporate policy of ―Improving
Customer Experience‖, the Company convenes ―Management Meeting
for Treating Customers Fairly‖ every quarter. In addition to drafting the
corresponding implementation plan, the Company has also initiated
corresponding courses in the internal staff and agency education
platform, and regularly reviewed the implementation status of treating
customers fairlybyeach unit at the Board of Directors,with the



















94

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
objective to secure policyholders’ rights and interests, and successfully
create the corporate culture of treating customers fairly.
In order to ―provide customer-centered services‖, Mercuries Life
Insurance Co., Ltd. has continually promoted convenient, practical,
quick, and satisfactory services, e.g., Claims Consortium Blockchain and
Claims Medical Union, to provide better customer experience and
convenience. Moreover, to improve the regional customer service
quality, the Company has not only promoted relevant education and
training courses, but also held relevant activities for selecting service
models, to facilitate the provision of touching customer services. As a
result, policyholder services become more thoughtful, and the
Company’s corporate culture can be better shaped, to present more
beneficial advantages to the policyholders; furthermore, Mercuries Life
Insurance Co., Ltd. values the establishment of long-term relationships
with its policyholders, and attaches importance to the deep cultivation of
policyholder market involving customer satisfaction survey, value-added
service, and e-services.
The service supporting system of Mercuries Life Insurance Co., Ltd. is
diversified, mobile, flexible, and compact, and together with the
organizingof activities targeted at socialpublic welfare and

















95

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
environmental protection, the Company can be steadily operated to
achieve continual profitability. Also, the Company is committed to
environmental protection, aims at sustainable management, and strives
to become a life insurance company with the best social corporate
responsibility performance through its operation.
(6) In accordance with the provisions of Article 43 of its Corporate
Governance Best Practice Principles, the Company began to purchase
liability insurance for directors since the end of 2014; important contents
like insured amount, scope of cover, and insurance premium have been
submitted to the Board of Directors for deliberation.
(7) The Company has established a plan for intellectual property
management, and the implementation status of this plan is regularly
reported to the Board of Directors. The implementation status of ―Plan
for Intellectual Property Management‖ of 2023 was already submitted to
the Board of Directors on November 9, 2023, and it passed the
third-party verification of Taiwan Intellectual Property Management
System (TIPS) on November 27, 2023.
(8) The Company has established ―Director Election and Succession
Planning‖. The nomination of director candidates for the 11thBoard of
Directors was executed according to ―Director Election and Succession
Planning‖;also,the Companyhas established aplan for selection and

















96

Evaluation item Operation status(Note) Operation status(Note) Operation status(Note) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
reasons thereof
Yes No Description
cultivation of president and senior officers. In 2023, the Company
continued to strengthen the education and training of president and
senior officers, conducted talent checking, interviewed with successors,
and implemented ajob rotation mechanism.


9. Please explain the improvements made in accordance with the Corporate Governance Evaluation results released by the Taiwan Stock Exchange
Corporation’s Corporate Governance Center, and provide the priorities and plans for improvement with items yet to be improved.
The Company participated in the 10thCorporate Governance Evaluation of Taiwan Stock Exchange Corporation (2023) and its evaluation result
ranked among the top 21%~35% of TWSE/TPEx listed companies. Also, the Company continually reviewed and evaluated items yet to be improved
based on the evaluation result, and continued to reinforce and realize corporate governance culture. The highlights are as follows:
1. The Company has established a policy for diversity of members of the Board of Directors. The nomination of directors for the 11thBoard of
Directors also complied with this diversity policy.
2. The physical annual general shareholders’ meetings could be carried out by video conference since 2021 to make it convenient for shareholders.
3. The Companyhas alreadyestablished aplan for intellectualpropertymanagement,and obtained the verification of TIPS in 2023.

Note: The operation status shall be described in the column of ―Description‖ no matter if it is checked as ―Yes‖ or ―No‖.

97

  • (IV) Composition, responsibilities, and operation status of functional committees of the Company such as Remuneration Committee

  • Composition, responsibilities, and operation status of the Remuneration Committee (1) Information of members of the Remuneration Committee

Condition
Per
identity
Name
Condition
Per
identity
Name

Professional qualification and experience
Independence status Number of other
public companies
where the director
holds a concurrent
post of member of
the Remuneration
Committee
Independent
director
Henry Yang
(Note 1)

1. Henry Yang, as a full member of Society of
Actuaries (SOA), served as the chairman of
SOA and the president of Reinsurance Group
of American (RGA) Taiwan Branch with
abundant experience in corporate governance,
actuarial studies, and management.
2. The professional qualifications for the
insurance were acknowledged in accordance
with
Chin-Kuan-Pao-Shou-Tzu
No.
1090142468 Letter issued by the FSC on
August 14, 2020.









Note 2
Independent
director
Liou,
Han-Tzong
(Note 1)
Liou, Han-Tzong served as chairman of
Horizon Securities Co., Ltd., and currently
serves as independent director of Mercuries &
Associates Holding, Ltd. with abundant
experience
in
securities
and
corporate
management.





Note 2
Independent
director
Tu, Te-Cheng
(Convener)
(Note 1)

Tu, Te-Cheng
served
as
chairman
of
PharmaEngine Inc. and president of President
International
Development
Corp.,
and
currently serves as independent director of
SCI Pharmtech, Inc. and independent director
of Mercuries & Associates Holding, Ltd. with
abundant experience in corporate governance
and management.







Note 2
  • Note 1: It is confirmed through periodic review that circumstances stipulated in each paragraph of Article 30 of the Company Act haven’t occurred.

  • Note 2: It is confirmed through review that independent directors were not involved in the following circumstances two years prior to election, i.e., term of office, or complied with the exceptions regarding the concurrent office-taking between independent directors of parent company, subsidiaries or subsidiaries under the same parent company in accordance with Article 3-2 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies:

  • (1) The independent directors serve as the directors, supervisors or employees of the Company, or affiliated enterprises of the Company, and companies having specific relation with the Company.

  • (2) The spouse and relatives within the second degree of kinship of the independent directors serve as directors, supervisors or employees of the Company, or affiliated enterprises of the Company.

  • (3) The independent directors and their spouses and underage children hold more than one percent of the total number of shares already issued by the Company themselves or in the name of others, or act as individual shareholders with shareholding ranking the top 10.

  • (4) The independent directors work for service agencies that provide services of commerce, legal affairs, finance, and accounting for the Company or its affiliated enterprises.

98

(5) The independent directors obtain rewards for providing services of commerce, legal affairs, finance, and accounting for the Company or its affiliated enterprises.

  • (2) Responsibilities of the Remuneration Committee

The Remuneration Committee of the Company evaluates the remuneration policy and system of the Company for its directors and appointed managerial officers in a professional and objective position, and makes suggestions to the Board of Directors as reference for its decision-making. The main responsibilities of the Remuneration Committee are as follows:

  • A. Determine and periodically review the performance evaluation and remuneration policy, system, standards, and structure of directors and appointed managerial officers.

  • B. Review and determine the remuneration of directors and appointed managerial officers on a regular basis.

  • C. Determine performance evaluation and remuneration standards of agents and corresponding insurance brokers and agents.

  • (3) Number of meetings of the Remuneration Committee convened, and members’ attendance:

  • A.The Remuneration Committee of the Company consists of 3 members.

  • B.Term of office of members of this Remuneration Committee: From July 29, 2023-June 14, 2026. In 2023, a total of 7 (A) meetings of the Remuneration Committee were held. The qualifications and attendance of the members are as follows:

Title Name Attendance
in person
(B)
Attendance
by proxy
Attendance
rate (%) (B/A)
Remark
Convener Tu,
Te-Cheng

3
0 100% Newly appointed after
reelection of committee
members on June 29, 2023
Member Henry
Yang
7 0 100% Reappointed after
reelection of committee
members on June 29, 2023
Member Liou,
Han-Tzong
3 0 100% Newly appointed after
reelection of committee
members on June 29, 2023
Convener
(former)
Justin Tsai 4 0 100% Resigned after reelection of
committee members on
June 29, 2023

99

Other matters to be recorded:

I. If the Board of Directors does not adopt or correct the suggestions made by the Remuneration Committee, it shall explain date and session of meeting of the Board of Directors, content of proposal, resolution results of the Board of Directors as well as the Company’s response to the opinions of the Remuneration Committee (if the remuneration passed by the Board of Directors is superior to that suggested by the Remuneration Committee, the deviation and reason shall be explained): None.

II. As for the resolution matters of the Remuneration Committee, if any member raises an opposing or reserves his/her opinion with relevant written statement, the date and session of the Remuneration Committee as well as content of proposal, all members’ opinions and handling of these opinions shall be explained: None.

  • Notes: 1. If a member of the Remuneration Committee resigns prior to the ending date of the current year, the date of resignation shall be specified in the remark column, and the actual attendance rate (%) shall be calculated according to the number of meetings convened by the Remuneration Committee during the term of office of this member as well as the number of meetings attended by this member.

  • If the Remuneration Committee is reelected prior to the ending date of the current year, the newly appointed and the former members of the Remuneration Committee shall be filled out and listed, and information including former, newly appointed, or consecutively appointed members as well as date of election shall be specified in the remark column. The actual attendance rate (%) shall be calculated according to the number of meetings convened by the Remuneration Committee during the term of office of these members as well as the number of meetings attended by them.

  • (4) Operation status of the Remuneration Committee

Meeting of the
Remuneration
Committee
Content of proposal Resolution result The Company’s
response to the opinions
of the Remuneration
Committee
1stmeeting in
2023
January 16,
2023
Standards
for
measurement
of
performance of management executives
in 2023


Approved by all
members
Approved by the Board
of Directors as proposed
2ndmeeting in
2023
February 15,
2023
1.
Proposal
for
remuneration
of
appointed
managerial
officers-Calculation and amendment of
management executives’ bonuses
2.
Management
executives’
performance bonus in 2022 and salary
verification and approval in 2023
3. Salary verification and approval of
application for promotion of a Senior
Vice President in 2023







Approved by all
members
Approved by the Board
of Directors as proposed

100

Meeting of the
Remuneration
Committee
Content of proposal Resolution result The Company’s
response to the opinions
of the Remuneration
Committee
3rdmeeting in
2023
May 11, 2023
1. Proposal for performance evaluation
report of the Board of Directors and
functional committees in 2022
2. Submission and presentation of
remuneration of newly appointed Chief
Information Officer
3. Submission and presentation of
remuneration of newly appointed Chief
Financial Officer and Spokesperson






Approved by all
members
Approved by the Board
of Directors as proposed
4thmeeting in
2023
May 31, 2023
Response to Pao-Chu (Shou) Tzu No.
1110463515
Letter issued by the
Insurance Bureau


Approved by all
members
Approved by the Board
of Directors as proposed
5thmeeting in
2023
July 12, 2023
1. Proposal for remuneration of director
Chen, Shiang-Li
2. Proposal for remuneration of the
newly appointed independent director
of Liou, Han-Tzong
3. Proposal for remuneration of newly
appointed independent director Tu,
Te-Cheng
4. Submission and presentation of
―Regulation Governing the Car Use of
Senior Officers‖







Approved by all
members
Approved by the Board
of Directors as proposed
6thmeeting in
2023
October 26,
2023
Submission
and
presentation
of
remuneration
of
the
new
Chief
Investment Officer


Approved by all
members
Approved by the Board
of Directors as proposed
7thmeeting in
2023
December 20,
2023
1. Submission and presentation of
salary verification and approval of four
supervisors promoted to Vice Presidents
2. Submission and presentation of
salary verification and approval of
newly
appointed
supervisor
(Vice
President)
of
Recurring
Income
Department







Approved by all
members
Approved by the Board
of Directors as proposed
  1. Composition, responsibilities and operation status of the Risk Management Committee

(1) Responsibilities of the Risk Management Committee:

In accordance with ―Articles of Incorporation of the Risk Management Committee‖ of the Company, the main responsibilities of this committee include:

A. Draft risk management policy, structure, and organizational functions, establish qualitative and quantitative management standards, submit reports to the Board of Directors on a regular basis, report the implementation status of risk

101

management to the Board of Directors as appropriate, and make necessary suggestions on improvement.

  • B. Execute the risk management decisions made by the Board of Directors, and periodically review the development, establishment, and execution efficiency of the overall risk management mechanism of the Company.

  • C. Assist and supervise each department’s risk management activities.

  • D. Adjust risk types, risk limit allocation and undertaking method in consideration of environmental changes.

  • E. Coordinate the cross-departmental interaction and communication of risk management functions.

  • (2) Number of meetings of the Risk Management Committee convened, and members’ attendance:

  • A total of 7 meetings of the Risk Management Committee were held in 2023, including 4 formal meetings and 3 interim meetings.

In accordance with the edition of ―Articles of Incorporation of the Risk Management Committee‖ released on July 17, 2020, it was amended that the members of this committee would be appointed according to relevant resolution made by the Board of Directors, and an independent director with required professional background was assigned to serve as the convener.

On July 23, 2021, the Board of Directors passed a resolution to rename ―Articles of Incorporation of the Risk Management Committee‖ to ―Rules of Organization of the Risk Management Committee‖.

The table below indicates the attendance of convenor and members:

Title Name Attendance
by person
(B)
Attendance
by proxy
Required
attendance
(A)
Actual ratio of
attendance as a
voting (nonvoting)
party (B/A)
Independent director
(Newly appointed
member) (Note 2)
Liou,
Han-Tzong
4 0 4 100%
Independent director
(Newly appointed
member) (Note 2)
Tu, Te-Cheng 4 0 4 100%
Independent director
(Newly appointed
member) (Note 2)
Kuo, Wei-Yu 7 0 7 100%
Director
(Newlyappointed
Cheng,
Chun-Nong
6 1 7 85.7%

102

Title Name Attendance
by person
(B)
Attendance
by proxy
Required
attendance
(A)
Actual ratio of
attendance as a
voting (nonvoting)
party (B/A)
member) (Note 2)
Director
(Newly appointed
member) (Note 2)
Chen, Shiang-Li
(Note 1)
7 0 7 100%
Independent director
(former member)
Justin Tsai 3 0 3 100%
Independent director
(former member)
Henry Yang 3 0 3 100%

Note 1: The Board of Directors approved the appointment of director Chen, Shiang-Li as a member of the Risk Management Committee on September 15, 2022.

Note 2: The interim meeting of the Board of Directors approved the appointment of independent director Liou, Han Tzong, independent director Tu, Te-Cheng, independent director Kuo, Wei-Yu, director Cheng, Chun-Nong, and director Chen, Shiang-Li as the newly appointed members of the Risk Management Committee, and independent director Liou, Han Tzong as the convener on June 29, 2023.

(3) Main education and experience of the members of the Risk Management

Committee:

Title Name Main education and experience
Independent
director
Liou,
Han-Tzong
Highest education qualification:
Master, the Duke Center for
International
Development
Main experience:
Chairman of Horizon Securities Co., Ltd.
Concurrent post(s) held in the Company and other
companies:
Director of China Investment & Development Co.,
Ltd. and supervisor of Tahua Venture Investment
Co.,Ltd.
Independent
director
Tu, Te-Cheng Highest education qualification:
MBA, University of Houston
Main experience:
Chairman of Xuanhe Technology Co., Ltd.,
chairman of PharmaEngine Inc., and director of
Coretronic Corporation
Concurrent post(s) held in the Company and other
companies:

103

Title Name Main education and experience
Independent director of Mercuries & Associates
Holding, Ltd., independent director of SCI
Pharmtech, Inc., and supervisor of Shangda
Investment Co.,Ltd.
Independent
director
Kuo, Wei-Yu Highest education qualification:
PhD in Financial Economics, Department of
Economics, University of Cambridge, UK
Main experience:
Director of Bank of Taiwan and independent
director of Kim Forest Enterprise Co., Ltd.
Concurrent post(s) held in the Company and other
companies:
Distinguished
professor,
Department
of
International
Business,
National
Chengchi
University, independent director of Connection
Technology Systems Inc., and independent
director of Chi Hua Fitness Co.,Ltd.
Director Cheng,
Chun-Nong
Highest education qualification:
Department of Accounting, National Chengchi
University
Main experience:
Chief account of Ernest & Young
Concurrent post(s) held in the Company and other
companies:
CPA of Liangdong Accounting Firm, director of
Liangdong Investment Co., Ltd., executive
supervisor of Risk Management Society of
Taiwan, independent director & Remuneration
Committee member of Locus Cell Co., Ltd., and
director of Center for Asia-Pacific Resilience and
Innovation

104

Title Name Main education and experience
Director Chen,
Shiang-Li
Highest education qualification:
MBA, Georgetown University, USA
Main experience:
Chairman & President of Mercuries & Associates
Holding, Ltd.
Concurrent post(s) held in the Company and other
companies:
Chairman and president of Mercuries & Associates
Holding, Ltd., chairman of Mercuries General
Media, Inc., chairman of Mercuries Leisure Co.,
Ltd., chairman of Shanghong Investment Co., Ltd.,
director of Mercuries & Associates, Ltd., director
of Mercuries Data Systems Ltd., director of
Mercuries Liquor & Food Co., Ltd., director of
Mercuries F&B Co., Ltd., director of SCI
Pharmtech, Inc., director of Mercuries Fu Bao Co.,
Ltd., director of Simple Mart Retail Co., Ltd.,
director of Shangling Investment Co., Ltd.,
director of Simple Mart Plus Co., Ltd., director of
Foundation for Taiwan Masters Golf Tournament,
director of Foundation of Chinese Dietary Culture,
chairman
of
Chinese
Slow
Pitch
Softball
Association, and executive director of Teeball
Association.
Independent
director
Justin Tsai Highest education qualification:
MBA, Indiana University, USA
Main experience:
President of Ta Chong Bank, and president of
Taishin International Bank
Concurrent post(s) held in the Company and other
companies:
Director of Chang Wah Technology Co., Ltd.,
director of Gold Circuit Electronics Ltd., and
independent director of ALi Corporation

105

Title Name Main education and experience
Independent
director
Henry Yang Highest education qualification:
Master, Institute of Actuarial Sciences, Georgia
State University, USA
Main experience:
President of Reinsurance Group of American
(RGA) Taiwan Branch, Actuarial Institute of
Chinese Taipei, and president of Deloitte Touche
Tohmatsu (Trowbridge) Actuarial Consulting
Management Taiwan Branch

(4) Operation status of the Risk Management Committee

  - The committee convenes at least one meeting every quarter, and may convene meetings at any time as needed, as well as submits reports to the Board of Directors periodically.

  - A total of 7 meetings of the Risk Management Committee were held from January 1, 2023 to December 31, 2023, including 4 formal meetings (quarterly) and 3 interim meetings.

  - The contents of proposals included market risks, credit risks, insurance risks, asset-liability matching risks, operating risks, etc.

  - Consensus was reached in the committee regarding all proposals, and no objection was raised.
  1. Composition, responsibilities and operation status of the Corporate Governance and Nomination Committee

  2. (1) Responsibilities of the Corporate Governance and Nomination Committee:

    • In accordance with ―Rules of Organization of the Corporate Governance and Nomination Committee‖ of the Company, the main responsibilities of this committee are to adhere to the authorization of the Board of Directors, faithfully perform the following functions and powers with duty of care as a kindhearted administrator, and submit suggestions to the Board of Directors for discussion:

    • A. Establish diversity background and independence standards of professional knowledge, skills, experience, and genders required of the members of the Board of Directors and senior managerial officers, and search, audit, and nominate the candidates of directors and senior managerial officers on this basis.

    • B. Establish and develop the organizational structures of the Board of Directors and each committee.

    • C. Establish and annual review plans for directors’ continuing education.

    • D. Establish the Corporate Governance Best Practice Principles of the

106

Company.

  • E. Formulate and supervise the execution of the ethical corporate management policy and prevention plans.

  • F. Carry out performance evaluation of the Board of Directors and each functional committee.

(2) Professional qualifications and experience of members of the Corporate Governance and Nomination Committee, and the committee’s operation status:

The 1[st] Corporate Governance and Nomination Committee of the Company comprises 5 members, among whom 1 resigned on April 14, 2022.

Term of office of members of the 1[st] Corporate Governance and Nomination Committee: September 18, 2020-June 15, 2023. A total of 4 (A) meetings of the Corporate Governance and Nomination Committee were held in 2023 (January 1, 2023-June 15, 2023). The professional qualifications, experience, and attendance of the members are as follows:

Title Name Professional qualifications
and experience
Attendance
by person (B)
Attendance
by proxy
Attendance
rate (%)
(B/A)
Remark
Independent
director
Convener)
Justin Tsai MBA, a former president of
Ta Chong Bank and Taishin
International
Bank,
with
abundant
experience
in
corporate
governance
and
management
4 0 100%
Director Cheng,
Chun-Nong
CPA, a former director and
CPA of Ernst & Young, and
currently the chairman of the
Remuneration Committee and
the
Audit
Committee
of
Mercuries Life Insurance Co.,
Ltd.,
with
abundant
experience
in
corporate
governance, accounting, and
management
4 0 100%
Independent
director
Henry
Yang
Master of Actuarial Science,
a full member of Society of
Actuaries
(SOA)
and
a
former
president
of
Reinsurance
Group
of
4 0 100%

107

Title Name Professional qualifications
and experience
Attendance
by person (B)
Attendance
by proxy
Attendance
rate (%)
(B/A)
Remark
American
(RGA)
Taiwan
Branch,
with
abundant
experience
in
corporate
governance, actuarial studies,
and management.
Independent
director
Kuo,
Wei-Yu
PhD in Financial Economics,
a professor of Department of
International Business and a
former director of Bank of
Taiwan
and
a
former
independent director of Chi
Hua Fitness Co., Ltd., with
abundant experience in risk
management and corporate
governance.
4 0 100%

The 2[nd] Corporate Governance and Nomination Committee of the Company comprises 3 members.

Term of office of members of the 2[nd] Corporate Governance and Nomination Committee: June 15, 2023-June 14, 2026. A total of 3 (A) meetings of the Corporate Governance and Nomination Committee were held in 2023 (June 15,

2023-December 31, 2023). The professional qualifications, experience, and attendance of the members are as follows:

Title Name Professional qualifications
and experience
Attendance
by person
(B)
Attendance
by proxy
Attendance
rate (%)
(B/A)
Remark
Independent
director
(Convener)
Kuo,
Wei-Yu
PhD in Financial Economics,
a professor of Department of
International Business and a
former director of Bank of
Taiwan
and
a
former
independent director of Chi
Hua Fitness Co., Ltd., with
abundant experience in risk
management and corporate
governance.
3 0 100%

108

Director Cheng,
Chun-N
ong
CPA, a former director and
CPA of Ernst & Young, and
currently the chairman of the
Remuneration
Committee
and the Audit Committee of
Mercuries
Life
Insurance
Co., Ltd., with abundant
experience
in
corporate
governance, accounting, and
management
3 0 100%
Independent
director
Henry
Yang
Master of Actuarial Science,
a full member of Society of
Actuaries
(SOA)
and
a
former
president
of
Reinsurance
Group
of
American
(RGA)
Taiwan
Branch,
with
abundant
experience
in
corporate
governance, actuarial studies,
and management.
3 0 100%

Operation status of the Corporate Governance and Nomination Committee:

Meeting date and
session of the Corporate
Governance and
Nomination Committee
Content of proposal Resolution result Company’s subsequent
treatment of the
resolution result
5thinterim meeting of
the 1stCorporate
Governance and
Nomination Committee
on February 15, 2023
1.
Recent implementation status of
selection
and
cultivation
planning of president and senior
officers in 2022
2.
Proposal
for
promotion
(appointment)
of
senior
officers.
Approved by all
members
Approved by the Board
of Directors as proposed
6thmeeting of the 1st
Corporate Governance
and Nomination
Committee on March 6,
2023
1.
Amendment to the Corporate
Governance
Best
Practice
Principles
Approved by all
members
Approved by the Board
of Directors as proposed

109

6thinterim meeting of
the 1stCorporate
Governance and
Nomination Committee
on April 20, 2023
1.
Proposal for nomination of
directors of the 11thBoard of
Directors
Approved by all
members
Approved by the Board
of Directors as proposed
7thinterim meeting of
the 1stCorporate
Governance and
Nomination Committee
on May 11, 2023
1.
Proposal for employment of
managerial
officer
(Chief
Information Officer)
2.
Proposal for appointment of
managerial
office
(Chief
Financial
Officer)
&
Spokesperson
Approved by all
members
Approved by the Board
of Directors as proposed
1stmeeting of the 2nd
Corporate Governance
and Nomination
Committee on June 29,
2023
1.
Proposal for appointment of
members
of
the
5th
Remuneration Committee
2.
Members
of
the
Risk
Management Committee and
appointment of convener of this
committee
1. Approved by
all members
2. Approved by
all
members
except
director
Cheng,
Chun-Nong
who
didn’t
participate in
the discussion
and voting.
Approved by the Board
of Directors as proposed
1stinterim meeting of
the 2ndCorporate
Governance and
Nomination Committee
on October 26, 2023
1.
Proposal for employment of
managerial
officer
(Chief
Investment Officer)
Approved by all
members
Approved by the Board
of Directors as proposed
2ndmeeting of the 2nd
Corporate Governance
and Nomination
Committee on
December 20, 2023
1.
Amendment to the Corporate
Governance
Best
Practice
Principles
2.
Review of continuing education
of directors in 2023 and plan for
continuing
education
of
directors in 2024
3.
Plans
for
performance
evaluation of the Board of
Directors
and
functional
Approved by all
members
Approved by the Board
of Directors as proposed

110

committees in 2023

111

(V) Implementation status of promotion of sustainable development

  1. Implementation status of promotion of sustainable development, deviations from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
Promotion item Implementation status (Note 1) Deviations from
Sustainable Development
Best Practice Principles
for TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
1. Has the Company established a
governance structure to promote
sustainable development and set
up a full-time (or part-time) unit
to
promote
sustainable
development which is handled by
senior management authorized by
the Board of Directors
and
supervised and guided by the
Board of Directors?
(TWSE/TPEx listed companies
shall fill out the implementation
status,
not
compliance
or
interpretation.)
1.
The Company established ―Corporate Social Responsibility Policy of
Mercuries Life Insurance Co., Ltd.‖ in 2020, and this policy was renamed
to ―Sustainable Development Policy of Mercuries Life Insurance Co.,
Ltd.‖ in the meeting of the Board of Directors held in March 2022. Also,
with reference to ―Corporate Social Responsibility Best Practice Principles
for TWSE/TPEx Listed Companies‖ jointly established by Taiwan Stock
Exchange and Taipei Exchange, the Company established ―Mercuries Life
Insurance Co., Ltd. Corporate Social Responsibility Best Practice
Principles‖ in 2011. In the meeting of the Board of Directors held in March
2022, with reference to ―Sustainable Development Best Practice Principles
for TWSE/TPEx Listed Companies‖, ―Corporate Social Responsibility
Best Practice Principles‖ was amended and renamed as ―Mercuries Life
Insurance Co., Ltd. Sustainable Development Best Practice Principles.‖,
with the objective to expand the concept of corporate social responsibility
emphasized to sustainable development to manage the economic,
environmental, and social risks of the Company and their impacts. The
Executive Office governed by the president has been authorized to
formulate relevantpolicies,systems,and managementguidelines,and draft
No material deviation

112

Promotion item Implementation status (Note 1) Deviations from
and execute specific action plans according to the aforesaid principles for
the purpose of implementing corporate sustainability in three aspects, i.e.,
environment, society, and governance. At the same time, the Executive
Office is responsible for integrating internal resources, searching and
summarizing the results of communication of each department with
stakeholders of the Company during business on a regular basis, preparing
a report that includes such results, and presenting it to the Board of
Directors before publication. Also, the sustainable results of the previous
year are reported to internal and external stakeholders.
2.
The Board of Directors convenes a regular meeting every quarter, and
interim meeting(s) on an irregular basis as needed. The Board of Directors
leads the major decisions and operational direction of the Company,
including ESG issues regarding economy, environment, and society, and
reviews the implementation effect. The president reports the finance and
business operations of the Company to the Board of Directors periodically
every quarter. In 2023, the president reported for 4 times in total. To be
specific, the president submitted business plan for the next year at the
yearend or beginning of next year, and established annual business plan
and operating objectives for the next year.
3.
To strengthen the management of the corporate sustainable development,
the Company established an organizational structure of ―ESG Taskforce‖
in December 2022 with the president as the convener and the Executive
Office, i.e., the secretarial unit in responsible for promoting corporate
sustainability, responsible for communication and integration. Also, the
ESG Taskforce is divided into Environment Team, Society Team, and
Corporate Governance Teamper the nature of authority. The ESG

113

Promotion item Implementation status (Note 1) Deviations from
Taskforce plans to convene meetings every quarter, to track the
implementation status of corporate sustainable development. It reports the
work to the Board of Directors regularly every year, to strengthen the
management
of
ethical
corporate
management
and
sustainable
development by the Board of Directors. In 2022, the ESG Taskforce
convened a total of 4 meetings, with convening dates and agenda
summarized as follows:
(1) March 24, 2023: Confirmation of Sustainability Material Topics and
ESG Goals, and Greenhouse Gas Inventory and Assurance Progress
Report
(2) June 19, 2023: Planning of the First Sustainable Finance Appraisal
and Evaluation and Implementation Results of Information Disclosure
(3) September 26, 2023: Climate Risks and Opportunities and Due
Diligence Report
(4) December 27, 2023: Sustainable Action Plan for 2024 & Scheduling
of Preparation of Sustainability Development and Environment &
Talent SustainabilityWork in 2023
2. Has the Company implemented
a risk evaluation of issues related
to corporate operations, including
environment,
society
and
corporate governance, according
to the materiality principle and
established
relevant
risk
management
policies
or
strategies?(Note 2)
1.
This data disclosure covered the sustainable development performance of
each operating site of the Company in Taiwan from January 2023 to
December 2023, and the whole Company was included in the scope of the
risk evaluation boundary.
2.
To manage the economic, environmental, and social risks of the Company
and their impacts, ―Mercuries Life Insurance Co., Ltd. Sustainable
Development Policy‖ was approved according to the resolution of the
Board of Directors. Also, with reference to ―Corporate Social
Responsibility
Best
Practice
Principles
for
TWSE/TPEx
Listed
No material deviation

114

Promotion item Implementation status (Note 1) Deviations from
(TWSE/TPEx listed companies
shall fill out the implementation
status,
not
compliance
or
interpretation.)
Companies‖ jointly established by Taiwan Stock Exchange and Taipei
Exchange, the Company established ―Mercuries Life Insurance Co., Ltd.
Sustainable Development Best Practice Principles‖. The Executive Office
governed by the president has been authorized to formulate relevant
policies, systems, and management guidelines, and draft and execute
specific action plans for the purpose of promoting issues related to
sustainable development, summarize the results of the internal annual
engagement of the Company, prepare a sustainability report, and report it
to the Board of Directors before publication. Also, the report is disclosed
on MOPS and the Company’s official website.
3.
The Company values stakeholders’ opinions and expectations, and learns
about the issues concerned by different stakeholders regarding
environment, society, and corporate governance every year by using
stakeholder questionnaire survey through its official website. Also, internal
questionnaire and meeting discussion are adopted to authenticate the major
corporate sustainability issues of Mercuries Life Insurance Co., Ltd., to
further evaluate the actual/potential positive/negative impact of each issue
on the economy, environment, and society given the corporate operating
activities and management. In consideration of major issues authenticated,
the Company drafts corresponding management policies and evaluation
mechanism to track the fulfillment of objectives every year, and disclose
the evaluation results in the sustainability report to manage the
sustainability issues.
4.
In 2023, the material topics of the Company were ethical corporate
management, corporate governance, treating customers fairly, and
customer experience. Risk control strategies adopted to address ESG topics

115

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
are as follows: Description
1.
Establish Corporate Governance Best
Practice
Principles,
safeguard
shareholders’
rights
and
interests,
strengthen the functionality of the
Board of Directors, and purchase
liability insurance for directors.
2.
Respect
stakeholders’
rights
and
interests, and improve information
transparency.
3.
Establish
Ethical
Corporate
Management Best Practice Principles
and
require
directors,
managerial
officers, and employee to follow these
principles, with the objective to prevent
corruption and bribery.
4.
Handle risk evaluation of unethical
practices, analyze and evaluate business
activities with relatively high risks of
unethical practices within the scope of
business, and analyze and review the
risks on this basis.
1.
Review the implementation status of
the Company’s principle of treating
customers
fairly,
to
protect
policyholders’ rights and interests and
shape its culture of treating customers
fairly.
2.
Convene meetings for the management
of treating customers fairly on a regular
basis, review the promotion status, and
report to the Board of Directors, to
comply with the emphasis of the Board
Aspect Risk evaluation
item
Description
Governance Valuing
corporate
governance
1.
Establish Corporate Governance Best
Practice
Principles,
safeguard
shareholders’
rights
and
interests,
strengthen the functionality of the
Board of Directors, and purchase
liability insurance for directors.
2.
Respect
stakeholders’
rights
and
interests, and improve information
transparency.
3.
Establish
Ethical
Corporate
Management Best Practice Principles
and
require
directors,
managerial
officers, and employee to follow these
principles, with the objective to prevent
corruption and bribery.
4.
Handle risk evaluation of unethical
practices, analyze and evaluate business
activities with relatively high risks of
unethical practices within the scope of
business, and analyze and review the
risks on this basis.
Following
ethical
corporate
management
Society Promoting
treating
customers fairly
and optimizing
customer
experience
1.
Review the implementation status of
the Company’s principle of treating
customers
fairly,
to
protect
policyholders’ rights and interests and
shape its culture of treating customers
fairly.
2.
Convene meetings for the management
of treating customers fairly on a regular
basis, review the promotion status, and
report to the Board of Directors, to
comply with the emphasis of the Board

116

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
of Directors on promoting the aforesaid
principle and its specific actions.
3.
The Company passed the continual
review of full-system certification of
ISMS
Information
Security
Management System (ISO27001) and
verification
of
PIMS
Personal
Information Management Systems (BS
10012). The scope of verification
covers the whole company (including
head office, branch companies, service
centers, regional divisions, and agency
offices), to ensure that high-quality
services are provided to the customers,
and
customers’
personal
data
is
properly protected.
Caring about
employees
1.
Build a diversified, inclusive, safe, and
equal workplace environment according
to relevant labor regulations.
2.
Establish human rights policies, adhere
to the principle ―equal pay for equal
work‖ for both male and female
employees, and create a workplace with
gender equality.
Active social
participation
Establish
administrative
measures
for
donation, abide by statutory and regulatory
provisions in a standardized way, and comply
with the purpose of promoting social public
welfare
or
academic
research
and
development.
Environment Strengthening
environmental
management
and promoting
sustainable
1.
The
Company
has
established
environment policies and promised to
implement energy conservation and
carbon emission reduction, reduce the
emissions of greenhouse gases, and

117

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
environment follow relevant laws and regulations.
2.
Establish a climate change risk and
opportunity management mechanism
according
to
―Guidelines
on
Climate-related Financial Disclosures of
Insurance Companies‖.
3.
The Company has complied with
environment
related
standards
by
acquiring certification of ISO14001
Environmental
management
systems
and GHG inventory assurance. The
Company
further
expanded
the
inventory
verification
of
carbon
emissions of all operating sites of the
Company since 2022, and established
carbon emission reduction goals for the
greenhousegas emissions in the future.
3. Environmental issues
(1) Has the Company established
an environmental management
system suitable for the industry in
which it operates?
The maximum impact of the life insurance industry on the environment lies in
the consumption of energy sources and paper. The Company has established
―Mercuries Life Insurance Co., Ltd. Environmental Policy‖ to actively promote
e-services for reducing the use of paper, preferentially purchase equipment and
products with energy-saving labels, and lower the total carbon emissions, etc.
Relevant results have also been publicly disclosed in the sustainability report
and on the Company’s website.
(https://www.mli.com.tw/esg/generalTemplate/111
)
The Company began to entrust consultants to guide the head office to
implement ISO 14064-1 GHG inventory certification since 2017; in 2022, the
Company expanded the inventory verification of all operating sites in Taiwan,
completed thegreenhousegas inventoryverification of the whole organization,
No material deviation

118

Promotion item Implementation status (Note 1) Deviations from
and obtained relevant assurance report from PwC Taiwan. At the same time, the
Company has established and achieved greenhouse gas reduction objectives.
Besides, the Company also strengthens its responsive capacity when facing
climate change and addresses risks and opportunities through the acquisition of
certification of ISO 14001 Environmental management systems.
(2) Does the Company endeavor
to utilize all resources more
efficiently and use renewable
materials that have a low impact
on the environment?
To implement low-carbon operation and coordinate the policies from the
competent authority, the Company actively takes environmental management
actions, including energy conservation and carbon reduction, green
procurement, and renewable energy utilization, to lower the negative impact of
its operation on the environment. The specific measures adopted by the
Company are listed as follows:
1. The operation buildings either green buildings or made of green building
materials, and renewable energy is utilized for power generation.
The enterprise headquarters building of the Company in Neihu District
obtained ―Green Building Label‖, and completed the settings of solar
photovoltaic energy-saving equipment, which showcased the active actions
adopted by the Company to participate in the environmental greening and
energy conservation. The Company has set up 36 pieces of 370W
high-efficiency solar photovoltaic modules. In 2023, the solar panels
generated approximately 3,000kWh electricity.
Green building materials are used in Taichung Wenxin Building. For
example, double glazing and sheathing paper are adopted to effective block
heating sources and reduce energy expenditure. Also, relatively low building
coverage ratio is adopted to increase the greening space. At the same time,
82 solar energy panels are installed on the roof of this building with the
installed capacityof eachpanel as approximately195W. In 2023,the solar
No material deviation

119

Promotion item Implementation status (Note 1) Deviations from
panels generated approximately 4,000kWh electricity.
2. In response to the principle of green procurement, the Company purchases
equipment and products with energy-saving labels with priority.
In 2023, the Company replaced old equipment with computers, LCD screens
and laptops with environment-friendly labels.
3. The Company properly manages energy and resources, water resources, and
waste, and implements supply chain management.
The Company has successively replaced the old air-conditioning facilities to
reduce power consumption, and continually publicized the concepts of
energy conservation and carbon reduction; also, waste classification and
resource recycling are implemented in each workplace to reduce the waste;
during procurement, the Company cooperates with suppliers who have
passed certification of ISO 14064 and ISO 14001 or value ESG withpriority.
(3) Does the Company evaluate
the
potential
risks
and
opportunities in climate change
with regard to the present and
future of its business, and take
appropriate action to counter
climate change issues?
The Company has established an effective climate-related risk and opportunity
evaluation mechanism in accordance with ―Guidelines on Climate-related
Financial Disclosures of Insurance Companies‖ issued by the FSC, and
disclosed relevant climate-related information in accordance with the four major
core elements in the framework of Recommendations of the Task Force on
Climate-related Financial Disclosures published by TCFD, including
governance, strategy, risk management, and indicators and objectives. Also, the
Company has established its objectives for implementation of climate change
actions, and evaluated the transition and physical climate risks existing in the
investing, financing, and operating activities, with the objective to authenticate
major climate risk and opportunity events, draft responsive strategies and plans
based on evaluation results, and thoroughly implement risk control and
periodical review.
No material deviation

120

Promotion item Implementation status (Note 1) Deviations from
Relevant data can be queried from the Company’s website.
(https://www.mli.com.tw/esg/generalTemplate/110
)
(4) Has the Company calculated
greenhouse gas emissions, water
consumption, and the total weight
of waste in the last two years, and
established policies on energy
conservation
and
carbon
reduction,
greenhouse
gas
reduction, water reduction, or
waste management?
1. The Company implements greenhouse gas inventory verification/assurance
every year, and gathers statistics of greenhouse gas emissions in the last year.
In addition to replacing the old equipment on a regular basis, the Company
has also adopted new technology (e.g., installation of power-saving devices)
and management approaches to avoid the waste of electric power and
improve the resource utilization efficiency, for the purpose of reducing the
carbon emissions.
2. The Company has also established ―Mercuries Life Insurance Co., Ltd.
Environmental Policy‖ to advocate water saving, energy saving, carbon
emission reduction, greenhouse gas reduction, and pollution prevention.
Also, the Company tracks and reviews the implementation status of this
policy every year, and has obtained the verification of ISO14001
Environmental management system. Furthermore, the Company manages to
reduce the use of paper through the promotion of the Electronic Insurance
Policy and the mobile insurance e-service; in addition, the Company adds
water-saving faucets to implement water-saving measures, and collects and
reutilizes the recyclable waste, to lower the environmental impact.
Relevant data can be queried from the Company’s website.
(https://www.mli.com.tw/esg/generalTemplate/111
)
(1) Greenhouse gases
In 2023, greenhouse gas inventory verification was implemented in the
whole company, and the Company passed third-party verification and
acquired an assurance report from PwC Taiwan. The total carbon
emissions of the Companywere reducedyear by year from 20,051 tCO2e
No material deviation

121

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
in 2016 to 7,922.1730 tCO2e in 2023; Since significant workplace
changes occurred in 2023, relevant adjustment is made to adopt the year
2023 as the base period. The Company aims to reduce carbon emissions
by 3% from 2024 to 2025.
Statistics of Greenhouse Gas Emissions in 2023
Scope/emission
intensity
Type of emission
source
Consumption
Emission
Scope 1
Consumption of
automotive gasoline
(98&95 unleaded)
6,919.201L
518.2509
tCO2e
Consumption of
automotive gasoline
(Diesel)
3,599.97L
Consumption of diesel
generators
381.9193L
Fugitive emission
518.2509L
Scope 2
Power consumption of
operating sites
14,903,087.62kWh
7,377.0633
tCO2e
Scope 3
Carbon emissions from
employees’ business
travels
-
11.11 tCO2e
Greenhouse gas
emission intensity
Scopes 1 + 2 (within
the organization)
0.0444 tCO2e/m2
Note: Coefficients and calculation sources:
Statistics of Greenhouse Gas Emissions in 2023
Scope/emission
intensity
Type of emission
source
Consumption Emission
Scope 1 Consumption of
automotive gasoline
(98&95 unleaded)
6,919.201L 518.2509
tCO2e
Consumption of
automotive gasoline
(Diesel)
3,599.97L
Consumption of diesel
generators
381.9193L
Fugitive emission 518.2509L
Scope 2 Power consumption of
operating sites
14,903,087.62kWh 7,377.0633
tCO2e
Scope 3 Carbon emissions from
employees’ business
travels

-
11.11 tCO2e
Greenhouse gas
emission intensity
Scopes 1 + 2 (within
the organization)
0.0444 tCO2e/m2
Note: Coefficients and calculation sources:

122

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
(1) Relevant coefficients are determined with reference to the latest Greenhouse Gas
Emission Coefficient Management Table 6.0.4 issued by the Environmental Protection
Administration.
(2) If calculated according to the power emission coefficient released by the Bureau of
Energy in 2023, 1kWh generated 0.495kg CO2e.
(3) Carbon emissions from employees’ business travels are calculated as carbon
emissions of high-speed railways and airplanes used by them.
(4)Statistics of fugitive emission was initiallyadded to Scope 1 in 2022.
Statistics of Greenhouse Gas Emissions in 2022
Scope/emission
intensity
Type of emission
source
Consumption
Emission
Scope 1
Consumption of
automotive gasoline
(98&95 unleaded)
7,691.76L
433.8812 tCO2e
Consumption of
automotive gasoline
(Diesel)
2,999.92L
Consumption of diesel
generators
381.90L
Fugitive emission
416.7902L
Scope 2
Power consumption of
operating sites
18,024,307kWh
9,174.37 tCO2e
Scope 3
Carbon emissions from
employees’ business
travels
-
7.02 tCO2e
Greenhouse
gas
emission intensity
Scopes 1 + 2 (within
the organization)
0.0470 tCO2e/m2
Statistics of Greenhouse Gas Emissions in 2022
Scope/emission
intensity
Type of emission
source
Consumption Emission
Scope 1 Consumption of
automotive gasoline
(98&95 unleaded)
7,691.76L 433.8812 tCO2e
Consumption of
automotive gasoline
(Diesel)
2,999.92L
Consumption of diesel
generators
381.90L
Fugitive emission 416.7902L
Scope 2 Power consumption of
operating sites
18,024,307kWh 9,174.37 tCO2e
Scope 3 Carbon emissions from
employees’ business
travels

-
7.02 tCO2e
Greenhouse
gas
emission intensity

Scopes 1 + 2 (within
the organization)
0.0470 tCO2e/m2

123

Promotion item Implementation status (Note 1) Deviations from
Note: Coefficients and calculation sources:
(1) Relevant coefficients are determined with reference to the latest Greenhouse Gas
Emission Coefficient Management Table 6.0.4 issued by the Environmental Protection
Administration.
(2) If calculated according to the power emission coefficient released by the Bureau of
Energy in 2022, 1kWh generated 0.509kg CO2e.
(3) Carbon emissions from employees’ business travels are calculated as carbon
emissions of high-speed railways and airplanes used by them.
(4) Statistics of fugitive emission was initially added to Scope 1 in 2022.
(5) The greenhouse gas inventory data in 2022 was updated according to the third-party
assurance data from PwC Taiwan.
(2) Water consumption
The Company has established a goal for saving of 1% of water
consumption every year. In addition to adding water-saving faucets, the
Company also continually advocates water-saving measures to
colleagues; the total water consumption of the Company in 2023 reached
134,100m3,upby18,800m3compared with that in 2022.
Item
Coverage
2022
2023
Water fee
The whole
Company
168.23
147.45
Water consumption (million
degrees)
The whole
Company
15.29
13.41
Water consumption per capita
(m3/total employee number)
The whole
Company
13.27
12.39
(3) Waste
As a company in the life insurance industry, the Company generates
relativelylimited waste duringthe operation. The types of waste are only

124

Promotion item

Implementation status (Note 1) limited to household waste and general recyclable resources which have a limited impact on the environment. Nevertheless, the Company still strives to implement the resource reutilization policy in the operation process, and guarantee the best effect of waste classification and resource recycling. To be specific, the Company recycles paper, centrally recovers waste batteries, abandons decoration waste through eligible manufacturers, and reutilizes potted plants in the workplace, to extend their service life, or entrust manufactures with recycling and treatment of the aforesaid waste, for the purpose of maximizing the efficiency of waste treatment. Besides, the Company scrapped 2 fuel motorcycles and replaced with electric motorcycles, and lowered carbon emissions in 2023.

Deviations from

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
limited to household waste and general recyclable resources which have a
limited impact on the environment. Nevertheless, the Company still
strives to implement the resource reutilization policy in the operation
process, and guarantee the best effect of waste classification and resource
recycling. To be specific, the Company recycles paper, centrally recovers
waste
batteries,
abandons
decoration
waste
through
eligible
manufacturers, and reutilizes potted plants in the workplace, to extend
their service life, or entrust manufactures with recycling and treatment of
the aforesaid waste, for the purpose of maximizing the efficiency of waste
treatment. Besides, the Company scrapped 2 fuel motorcycles and
replaced with electric motorcycles, and lowered carbon emissions in
2023.
Recyclingof wastepaper:
Treatment method
2022
2023
Paper
recycling
and
reutilization (Note)
14.97t
3.47t
Note: The manufactures shred paper to make paper bricks, and then transport
them to the water destruction yards for making recycled pulps.
Overview of disposal of IT waste:
Category
2022
2023
Disposal method
Computers and monitors (sets)
33 (Note)
57
Recycled by
manufacturers
Laser printers (sets)
5
0
Large mainframes (sets)
0
0
Laptops (sets)
5
0
Tablet PC (sets)
0
0
Category 2022 2023 Disposal method
Computers and monitors (sets) 33 (Note) 57 Recycled by
manufacturers
Laser printers (sets) 5 0
Large mainframes (sets) 0 0
Laptops (sets) 5 0
Tablet PC (sets) 0 0

125

Promotion item Implementation status (Note 1) Deviations from
Note: Some of them are reserved for non-local backup.
4. Social Issues
(1) Does the Company formulate
appropriate management policies
and
procedures
according
to
relevant
regulations
and
the
International
Bill
of
Human
Rights?
The Company scrupulously abides by the Labor Standards Act, the
Employment Service Act, the Act of Gender Equality in Employment and other
relevant laws and regulations, and established ―Human Rights Policy‖ through
the Board of Directors in 2019 to respect and protect human rights in
workplaces in accordance with the spirits and fundamental principles for
protection of human rights disclosed in relevant international covenants of
human rights including Universal Declaration of Human Rights, The United
Nations Global Compact, International Labour Convention, and Declaration on
Fundamental Principles and Rights at Work. Also, the Company has expressly
established code of ethics, reward and punishment standards, sexual harassment
preventing measures, measures for appeals and punishments, and other relevant
management policies and procedures to secure employees’ legitimate rights and
interests.
The Company reviews its operation, value chain, new commercial activities
(e.g., M&A and joint venture), and other relevant activities annually through
regular concerns over major social issues, data monitoring, questionnaire
survey, and other relevant approaches, to identify and identify the groups that
face risks, as well as potential risks of human rights. Then, the Company drafts
corresponding plans for control of issues regarding human rights based on
potential risks, and continually supervises and improves the implementation
effect of these plans.
No material deviation

126

Promotion item Implementation status (Note 1) Implementation status (Note 1) Deviations from
The Company’s human rights policies and specific plans are summarized as
follows:
Human rightspolicy
Specificplan
1. Guaranteeing human rights at
workplaces
Prevent differential treatment or any form of
discrimination
regarding
gender,
sexual
orientation, race, class, age, marriage, language,
thoughts, religious belief, party, nationality,
appearance, facial features, physical and mental
disability, and dedicate to creating a dignified,
safe,
equal,
and
harassment-free
work
environment.
Provide the effective guarantee of labor rights
and interests as well as a friendly and
harmonious labor-capital relationship, implement
fair
employment,
remuneration,
training,
assessment, and promotion opportunities, and
provide
effective
and
appropriate
appeal
mechanism to avoid and respond to situations
that harm employees’ rights and interests.
2. Respecting human rights at
workplaces
Abide
by
the
labor
regulations
of
the
government, avoid hiring child laborers, care
about employees, and manage their attendance
on a regular basis, and avoid forcing labor;
provide unimpeded communication channels for
employees, and create a workplace environment
with a harmonious labor-capital relationship.
Human rightspolicy Specificplan
1. Guaranteeing human rights at
workplaces
Prevent differential treatment or any form of
discrimination
regarding
gender,
sexual
orientation, race, class, age, marriage, language,
thoughts, religious belief, party, nationality,
appearance, facial features, physical and mental
disability, and dedicate to creating a dignified,
safe,
equal,
and
harassment-free
work
environment.
Provide the effective guarantee of labor rights
and interests as well as a friendly and
harmonious labor-capital relationship, implement
fair
employment,
remuneration,
training,
assessment, and promotion opportunities, and
provide
effective
and
appropriate
appeal
mechanism to avoid and respond to situations
that harm employees’ rights and interests.
2. Respecting human rights at
workplaces
Abide
by
the
labor
regulations
of
the
government, avoid hiring child laborers, care
about employees, and manage their attendance
on a regular basis, and avoid forcing labor;
provide unimpeded communication channels for
employees, and create a workplace environment
with a harmonious labor-capital relationship.

127

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
3. Providing a safe and healthy
work environment
1.
Establish an occupational safety and health
management unit, organize an Occupational
Safety and Health Committee, and convene
regular meetings to plan and review relevant
issues on occupational safety and health.
2.
Hire
nurses
and
specially
appointed
physicians to provide colleagues with health
service guidance and promotion.
3.
Execute four major plans related to workers’
health.
4.
Patrol the workplaces periodically and
monitor the operating environment in the
offices.
4.
Implementing
information
security
1.
The Company organizes relevant education
and training on information security and
personal information protection regularly
every year, releases information security
e-paper,
and
handle
email
social
engineering drills, visits to workplace
environment, information security incident
response drills, personal information safety
procedure drills, DDoS attack drills, etc., to
improve
colleagues’
awareness
of
information
security
and
personal
information protection.
2.
The
Company
selects
and
appoints

128

Promotion item Implementation status (Note 1) Implementation status (Note 1) Deviations from
information
security
consultants
to
participate in the operation of the Board of
Directors and provide directors with
consulting and lecture services regarding
information security related issues, thus
enhancing the Company’s organizational
culture
of
emphasis
on
information
security.
3.
In response to the development of digital
technology, the Company will introduce
information security insurance in 2024, to
mitigate and lower compensation risks
resulting from business interruption or
damages caused to customers or third
parties,
and
thus
strengthen
the
management of information securityrisks.
5.
Harmonious
labor-capital
communication
Hold
labor-capital
meetings
regularly
to
communicate the two sides’ thoughts and
opinions.

129

Promotion item Implementation status (Note 1) Deviations from
employees’ awareness of protection of human rights, and lowering the
possibility of occurrence of related risks.
(2) Has the Company established
and offered proper employee
benefits (including compensation,
leave, and other benefits) and
reflected
the
business
performance
or
results
in
employee
compensation
as
appropriate?
1. The Company abides by each policy stipulated in the Labor Standards Act,
and complies with the compensation level stipulated by the government. In
addition to an annual leave system that is superior to the provision set forth
in the Labor Standards Act, the Company also provides paid volunteer leave
to encourage its employees to participate in volunteer activities.
Furthermore, it also provides cash gifts for three festivals, labor insurance,
health insurance, and group insurance, professional examination reward
system, social group activities, marriage, maternity, and funeral subsidies,
travel allowance, annual health checkup, and other relevant benefits. When
the business performance is excellent, the Company would set aside
relevant favorable yearend bonus and reward to combine the overall
business performance jointly presented by the employees and the Company
with the remuneration acquired.
2. The Company promotes workplace diversity and equality, and helps realize
the rewarding conditions for male and female employees’ equal pay for
equal work and equal promotion opportunities. In 2023, the female
employees accounted for 62.32% of the total number of employees on
average, and the female officers accounted for 46.74% of the total number
of officers on average. The Company established ―Measures for
Retirement‖, and set aside sufficient pension and severance pay superior to
the provisions stipulated in relevant laws and regulations for employees
retiring under both the old and the new systems so that employees could
enjoyan assured life after retirement.
No material deviation

130

Promotion item Implementation status (Note 1) Deviations from
3. The Company provides employees subject to the old seniority system with
pension and severance pay that are superior to those stipulated in relevant
laws and regulations. For retirement or severance of employees who are
qualified for retirement, the upper limit for the calculation of the pension is
determined as 55 base numbers higher than the amount stipulated in
relevant laws and regulations. For retirement or severance of employees
who are not qualified for retirement, the severance pay will be calculated
andpaid based on their seniority.
Information of compensation and welfare in 2023(Unit: NT$ 1,000)
Average welfare expenses of employees engaged in
the internal work
842.6
―Average‖ of salary of full-time employees engaged
in the internal work and not serving as supervisors
944
―Median‖ of salary of full-time employees engaged
in the internal work and not serving as supervisors
820
4. Reflection of business performance in employee compensation: In
accordance with the Articles of Incorporation, if the Company makes a
profit in the year, it shall set aside at least 0.1‰ of the profit as employee
reward,and reflect the business operation in employee compensation.
(3) Does the Company provide a
safe
and
healthy
work
environment, and does it organize
health and safety training for its
employees on a regular basis?
1. The Company is committed to providing employees with a safe and healthy
work environment. In addition to assigning occupational safety and health
management personnel to draft, plan, supervise, guide, and promote safety
and health management work, the Company has also established an
Occupational Safetyand Health Committee which convenes meetings at
No material deviation

131

Promotion item Implementation status (Note 1) Deviations from
least once every three months, and discusses the conditions of the
workplaces and conduct subsequent tracking and improvement according to
the established occupational safety and health management plans. At the
same time, the Company employs professional nurses, and signs contracts
with specially appointed nursing staff to promote labor health protection
business; furthermore, the Company has cooperated with Lifeline
Association, Hsin Chu to provide employee assistance plan services and take
care of employees’ health both mentally and physically. The contents
regarding optimization of employees’ workplaces also include the
followings:
(1) Ask eligible manufacturers to monitor the air quality in the workplaces
on a regular basis.
(2) Assign special personnel to patrol machine rooms, workplaces, toilets,
and tea water rooms, and set up access control and monitoring system to
strictly control the access of management personnel.
(3) Organize employee health checkups and subsequent tracking care on a
regular basis.
(4) Implement periodical fire protection declaration according to
regulations, and install AED equipment in the building.
(5) Provide occupational safety and health related courses periodically, e.g.,
fire escape, CPR, etc.
(6) Promote ―Mom Protection Plan‖ to provide fresh milk or soybean milk
to pregnant colleagues as nutritional supplement.
In 2023, 6 occupational accident cases occurred to the internal staff of the
Company,involving6 employees which accounted for 0.33% of the total

132

Promotion item Implementation status (Note 1) Deviations from
number of employees. All these 6 cases occurred during employees’
commuting, not in the workplace. The Company provides shuttle bus to
connect with MRT station, a move that is intended to encourage colleagues
to use the public transportation more. Also, the Company provides annual
leave that is superior to the provision set forth in the Labor Standards Act
so that employees can maintain good quality of life, and avoid fatigue
driving, to lower the occurrence rate of occupational accidents during
commuting.
In 2023, 5 occupational accident cases occurred to the agency of the
Company, involving 5 employees which accounted for 0.143% of the total
number of employees. All these 5 cases occurred during employees’
commuting, not in the workplace. Field attendance adopts a part-time
work-hour system of 50 minutes per working day, and the time can be set
by each agency office to avoid daily traffic rush hours; when training
activities are held in non-original workplaces, the provision of
transportation connections is strengthened; it is also encouraged Vacations
allow employees to maintain a good quality of life, avoid fatigue driving,
and reduce the incidence of commuting traffic accidents.
2. Occupational safety education, training, and advocacy performed by the
Company in the last two years: In addition to monthly regular occupational
safety and health advocacy, the Company also held relevant education and
training programs with number of trainees and training hours as follows.
Year
Person-timesparticipatingin
Person-hours in

133

Promotion item Implementation status (Note 1) Implementation status (Note 1) Deviations from
3. No fire occurred to the Companyin 2023.
education and training
education and training
2022
239
701
2023
311
665
education and training education and training
2022 239 701
2023 311 665
(4) Has the Company established
effective career development and
training plans for its employees?
1. Establishment of a complete talent training system through virtual-real
integration
The Company organizes education and training for internal staff and agency
force on a regular basis, and provides different training courses for
employees at different levels. In addition to in-person training, the Company
also plans digital learning platforms to provide online training. Employees
may freely click to apply for diversified online training courses to satisfy
their different needs for career capabilities. Besides, corresponding courses
and rewarding measures have been set up to coach employees to acquire
professional licenses so that every employee could be provided with the
most appropriate training opportunities in different stages of their careers.
Internal work: In 2023, the Company invested more than NT$ 9.51 million
in training, and the total training duration of internal staff exceeded 57,000
hours with traininghours of approximately31.89 hoursper capita.
Statistics of Average TrainingHours of Internal Staff(Unit: Hour)
Year
General employee
Officer
Female
Male
Female
Male
2023
27.57
25.61
57.15
58.61
The Company opened relevant courses for introduction of sustainability
concept,e.g.,SDGS sustainabilityboard role-playing game. Bylearning
No material deviation

134

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from




through game-playing, colleagues developed a profound understanding of
sustainability topics. Also, online courses were matched to strengthen the
concept of ESG and implement the goals of sustainable development. In 2023,
the total duration of courses related to human rights and ESG reached
approximately 22,530.65 hours.
Total duration of participation of internal staff in online human rights and ESG
related courses in 2023 and participant-times
Course name
Person-timesDuration
(hour)
Total duration
(hour)
Education and Training of Prevention
of Insider Trading
1,717
1.2
2,060.4
Education and Training of Regulatory
Compliance_Ethical Management and
Whistleblowing System

1,742
1.25
2,177.5
Education and Training of Regulatory
Compliance-Prevention
of
Money
Laundering for New Employees in
2022
2
0.25
0.5
Education and Training of Regulatory
Compliance-Prevention
of
Money
Laundering for New Employees in
2023

225
0.17
38.25
Education and Training of Prevention
of Money Laundering and Combatting
of Terrorism Financing
1,728
2
3,456
Education and training of Friendly
Finance in 2022

3
3
9
Education and training of Friendly
1,784
3
5,352
Total duration of participation of internal staff in online human
related courses in 2023 and participant-times
rights and ESG
Course name Person-times Duration
(hour)
Total duration
(hour)
Education and Training of Prevention
of Insider Trading*
1,717 1.2 2,060.4
Education and Training of Regulatory
Compliance_Ethical Management and
Whistleblowing System*
1,742 1.25 2,177.5
Education and Training of Regulatory
Compliance-Prevention
of
Money
Laundering for New Employees in
2022*
2 0.25 0.5
Education and Training of Regulatory
Compliance-Prevention
of
Money
Laundering for New Employees in
2023*
225 0.17 38.25
Education and Training of Prevention
of Money Laundering and Combatting
of Terrorism Financing*
1,728 2 3,456
Education and training of Friendly
Finance in 2022*
3 3 9
Education and training of Friendly 1,784 3 5,352

135

Promotion item Implementation status (Note 1) Implementation status (Note 1) Deviations from
Finance in 2023*
Lecture on Treating Customers with
Rare iseases and Disability Fairly
(In-person)
1,685 2.2 3,707
Treating
Customers
Fairly
Principles in Financial Service
Industry
1,836 3 5,508
Principle of Treating Customers Fairly
in 2022 (for New Employees Recruited
after November)*
7 3 21
Our
Sherlock
Holmes-SDGS
Sustainability Board Role-playing
Game
21 3 63
Analysis of the Amendments to Act of
Gender Equality in Employment and
Sexual Harassment Prevention Act and
Response Countermeasures
46 3 138

136

Promotion item Implementation status (Note 1) Deviations from
Total duration of participation of field agency force in online human rights and
ESG related courses in 2023 and participant-times
Course name
Person-times
Duration
(hour)
Total duration
(hour)
Course of Regulatory Publicity
8,873
82
12,126
Course of Agency Quality
8,871
116
17,150
Course of Education and Training
of Prevention of Money Laundering
8,887
138
20,440
Course of Principle of Treating
Customers Fairly
8,870
180
26,610
Course of Information Security
8,890
180
26,670
Course
of
Friendly
Financial
Service
8,871
64
9,462
Courses Related to Protection of
Insurance
Interests
of
Aged
Customers
8,924
127
18,889
2. Establishment of a diversified job rotation system to cultivate
cross-functional talents
To cultivate professional talents and respect talents’ willingness and
aspirations, the Company promotes the operation of job rotation based on the
vision of long-term development and in comprehensive consideration of the
leading management teams. Each unit may encourage colleagues to
participate in job rotation based on the nature of agency, to strengthen job
experience, enhance talent exchanges, and establish the employment
qualifications for otherpositions for thepurposes of cultivatingand

137

Promotion item Implementation status (Note 1) Deviations from
effectively using talents. Through on-the-job training, the scope of job
rotations will be increased, and various purposes for career development will
be achieved.
3. Cultivation of potential middle and senior officer talents to march towards
the goal of sustainable management.
We initiated a ―Successor Plan‖ in 2019 to cultivate and continually track
highly potential talents. In 2023, the Company selected about 60~70 middle
and senior officers to participate in the plan. The Company cultivates
potential successors with great development prospects through stages like
talent selection, cultivation, development, evaluation, and review, to lower
the gap of key management talents in the Company and enable the Company
to join hands with its employees to march towards the goal of sustainable
management.
(5) Do the Company’s products
and services comply with related
regulations and international rules
for customers’ health and safety,
privacy, sales, labeling and set
policies to protect consumers’
rights
and
consumer
appeal
procedures?
1.
The Company follows the provisions of the competent authority and
relevant insurance regulations regarding customers’ health and safety,
customer privacy, sales, and labeling as related to its products and
services.
2.
The Company passed the continual review of full-system certification of
ISMS Information Security Management System (ISO27001) and
verification of PIMS Personal Information Management Systems (BS
10012). The scope of verification covers the whole company (including
head office, branch companies, service centers, regional divisions, and
agency offices), to ensure that high-quality services are provided to the
customers,and customers’personal data isproperly protected.
No material deviation

138

Promotion item Implementation status (Note 1) Deviations from
3.
To protect consumers’ and customers’ rights and interests, the Company
implements protection for financial consumers in accordance with the
Financial Consumer Protection Act. Also, in accordance with ―Principle
for Financial Service Industries to Treat Clients Fairly‖ of the FSC, the
Company has not only established ―Strategy of Mercuries Life Insurance
for Principle of Treating Customers Fairly‖ and ―Policy of Mercuries
Life Insurance for Principle of Treating Customers Fairly‖, but also
assigned the Operational Planning Department as the dedicated unit and
the Chief Operating Officer (Senior Vice President) as the leader to
promote relevant business to the establishment of corporate culture
focusing on ―Treating Customers Fairly‖ and deepen customer
experience. Additionally, the Company Management Meeting for
Treating Customers Fairly‖ and convened the management meeting
every quarter. In 2023, a total of 4 management meetings were held.
From the 4th quarter of 2023, the Company invited directors to offer
guidance at the meetings as a nonvoting party, described, reviewed and
improved the implementation results of treating customers fairly in each
quarter, and submitted them to the Board of Directors. The Company
drafted and executed corresponding plans and measures relying on this
management meeting to perform ten major principles regarding treating
customers fairly. Furthermore, the matters discussed in the management
meeting would be submitted to the Board of Directors to ensure the
execution results. By engaging the Board of Directors, the Company
aims to create a top-to-bottom culture for treatingcustomers fairly.

139

Promotion item Implementation status (Note 1) Deviations from
4.
Complaint procedures and flows:
The Company provides policyholders with several complaint channels
including written document (mailed to Policyholder Complaint Center on
No. 58, Shitan Rd., Neihu Dist., Taipei City), telephone (dedicated
customer service line: 0800-022-258), fax (02-2345-5747), and email of
the customer service center ([email protected]); complaints will
be accepted and handled by dedicated personnel, and the results will be
notified to those filing the complaints by telephone or special letter.
Relevant information has already been disclosed on the Company’s official
website.
(6) Has the Company established
supplier management policies
that require suppliers to comply
with
relevant
laws
and
regulations
related
to
environmental
protection,
occupational health and safety or
labor rights and supervised its
implementation?
1. The Company chooses to cooperate with manufacturers who have a good
image of corporate social responsibility preferentially according to
―Manufacturer Selection Principles‖, performs relevant evaluation and
assessment of suppliers’ environmental information and protection of
human rights every year, and determines to continue the cooperation or
reduce cooperation with suppliers who have been found to violate the
statutory and regulatory provisions and suffer from penalties. The Company
may directly rescind contracts with those who violate the ―Manufacturer
Selection Principles‖ if any.
2. To strengthen the sustainable supply chain management mechanism, the
Company uses ―Review Table of Long-term Cooperative Manufacturers‖ to
evaluate the cooperative manufacturers, and assigns relevant personnel to
visit the contract manufacturers on the spot every year. Also, relevant visit
reports will be issued to evaluate and verify whether these manufacturers
complywith the regulations on outsourcingwork. Anynegative image will
No material deviation

140

Promotion item Implementation status (Note 1) Deviations from
3. be recorded in ―Table of Special Events‖ as basis for the selection of
manufacturers next time. The Company expects to coordinate with suppliers
with awareness of ESG concept to fulfill the vision of sustainable
development together.
Qualification review
Periodical evaluation
Cooperation vision
◆Compliance with the
Manufacturer Selection
Principles

Review
of
manufacturers’ image

On-the-spot
investigation
◆Annual periodical
evaluation

Selection
of
manufacturers
with
awareness
of
ESG
concept with priority
Supplier verification:
The Company evaluates long-term cooperative manufacturers periodically.
In addition to professionalism, prices, and services, the evaluation items
also include threats on environmental safety, emphasis on human rights, and
legality and compliance of corporate governance. The Company expects
that the suppliers would emphasize on ESG sustainable management as it
does.
In addition, the Company conducts on-the-spot audit of contract
manufacturers as necessary, and reports the auditing results to the Board of
Directors, to guarantee the security of customers’ information and comply
with the regulatoryrequirements.
5. Has the Company, referring to
the international standards or
guidelines for the preparation of
reports, prepared sustainability
1. The Company prepared ―Sustainability Report of Mercuries Life
Insurance Co., Ltd. in 2023‖ in accordance with the general standards
released by the Global Reporting Initiative (GRI), industry standards,
and criteria for material topics,to disclose material topics of economy,
No material deviation

141

Promotion item Implementation status (Note 1) Implementation status (Note 1) Implementation status (Note 1) Deviations from
reports to disclose non-financial
information of the Company? Are
the reports certified or assured by
a
third-party
accreditation
institution?
environment, and population (including human rights) identified by the
Company and their impacts, as well as disclosure items and reporting
requirements. Also, with reference to the standards of the Sustainability
Accounting Standards Board (SASB), the Company disclosed the
indicator information of the industry, as well as the index of contents of
the report corresponding to SASB indicators.
2.
The sustainability report for the year 2023 was passed by the Board of
Directors and entrusted to PwC for limited assurance of key performance
indicator selected according to Assurance Criteria Notice No. 1 ―Assurance
Engagement Other than Audits or Reviews of Historical Financial
Information‖ released by the Accounting Research and Development
Foundation with reference to ISAE 3000.
3.
The sustainability report may be downloaded from the dedicated section
for corporate sustainability of the Company on the following website:
https://www.mli.com.tw/esg/downloadTemplate/78
6. If the Company has established corporate sustainable development principles based on ―Sustainable Development Best Practice Principles for
TWSE/TPEx Listed Companies‖, describe the implementation and deviation thereof:
The Board of Directors of the Company passed a resolution to establish ―Corporate Social Responsibility Best Practice Principles for TWSE/TPEx
Listed Companies‖ in December 2011. In March 2022, the Board of Directors amended and renamed it as ―Mercuries Life Insurance Co., Ltd.
Sustainable Development Best Practice Principles.‖ which followed the provisions of ―Sustainable Development Best Practice Principles for
TWSE/TPEx Listed Companies‖ without deviation.
7. Other important information to facilitate a better understanding of the implementation status of the promotion of sustainable development:
Mercuries Life Insurance Co., Ltd. dedicates to the corporate vision of ―professional life insurer capable of creating the best value‖. The Company
practices corporate sustainability from business core, makes contributions to social public welfare activities for a long run, pays attention to the
disadvantaged groups, and continually passes on warmth and care to all the corners of society. Also, starting from the expertise in risk management of
life insurance industry,the Companyendeavors to enhancepeople’s understandingof healthprotection and management and each healthpromotion

142

Promotion item Implementation status (Note 1) Deviations from
activity, dedicates to creating the maximum value for society, and practices the commitments of sustainable management.
(I) The Company acquired the following acknowledgements in 2023:
 [National Insurance Three Major Awards and Ten-year Champions] Insurance Faith, Hope & Love Award: Ten-year Champion; Insurance
Quality Award: Ten-year File of Heros; Insurance Dragon & Phoenix Award: Ten-year File of Heros
 Insurance Faith, Hope & Love Award-Best Insurance Professionalism Award, Best Social Responsibility Award, Best Product Creativity
Award, Best Insurance Education Contribution Award, and Best Integration and Communication Award
 National Brand Yushan Award-Best Product Award and Best Popular Brand Award
 Golden Peak Award-Top 10 Outstanding Product Award
 Taiwan Financial Award- Consumers’ Award for Financial Brands
 Golden Award for 2023 Happy Enterprise Financial Management and Consulting Industry
 CSEA Excellent Customer Service Award-Best Customer Service Team Award, Best Store Service Supervisor Award, and Best Customer
Service Star Award
 Sports Activist Awards-―Gold Award‖ and ―Long-term Sponsorship Award‖ for Sponsorship; ―Bronze Award‖ for Promotion.
 TCSA Taiwan Corporate Sustainability Award-―Category 1 Platinum Award‖ of Corporate Sustainability Report for Finance and Insurance
Industry
(II)
The Company has already built a dedicated section for stakeholders on its official website, and disclosed communication channels and relevant
contact information per the types of stakeholders. Also, the Company learns about the issues concerned by internal and external stakeholders
through the stakeholder questionnaires every year, relies on a variety of regular and irregular communication channels to respond to the material
corporate social responsibility issues concerned by stakeholders, and discloses relevant contents in the sustainability report.
The stakeholders of Mercuries Life Insurance Co., Ltd. are classified into 9 types, and the Company continually communicates with these
stakeholders through different channels based on the issues concerned by each stakeholder, and reports the communication with stakeholders and
issues concerned by them to the Board of Directors every year on a regular basis.
Investors: Economic performance, ethical corporate management, corporate management, and risk management
Employees: Employees’ salaries and benefits, economic performance, ethical corporate management, corporate governance, and talent cultivation
Policyholders: Corporate governance, risk management, economic performance, ethical corporate management, and information security
In addition to the three types of stakeholders above and issues concerned bythem,the detailed types of stakeholders and issues concerned by

143

Promotion item Implementation status (Note 1) Deviations from
them, communication channels, and relevant responses are shown in the dedicated sections for stakeholders and corporate sustainability on the
official website, or the sustainability report of the Company can be downloaded from the dedicated section for corporate sustainability.
(III)
Mercuries Life Insurance Co., Ltd. sticks to the brand spirit of ―A word of promise, a friend for life‖ and aims to build the most complete
protective net for the general public. Starting from the expertise in the health risk management of the life insurance industry, the Company has
engaged a series of resources in six aspects, namely, promotion of academic development in insurance, furthering of education of inclusive
finance, advocacy of sports activities, care for children’s development, community services, and support for cultural and arts activities. Also, in
response to the Sustainable Development Goals (SDGs) of the United Nations, the Company is committed to achieving the sustainable visions for
―No Poverty‖, ―Good Health and Well-Being‖, ―Quality Education‖, and ―Reduced Inequalities‖. In addition to the long-term support for various
sports competitions, the attention paid to children’s healthy development, and the donation of microinsurance, the Company joins hands with
colleagues to engage in public welfare and call on them to join the voluntary teams. Furthermore, based on the sponsorship of various cultural and
arts activities and professional insurance seminars, the Company is dedicated to creating the highest value for the public.
1.
Promotion of academic development in insurance
“Sponsorship of academic development: The Company sponsored the academic insurance development of Risk and Insurance Research
Center, College of Commerce, NCCU for 10 consecutive years, and the FinTech innovation of FinTech Global Research and Industry
Alliance Center, NCCU for 6 consecutive years respectively. Furthermore, the Company cooperated with RMIM Inc. for 9 consecutive
years, and donated RMIM Health and Finance Magazines. In 2023, the Company sponsored large financial forums, e.g., East Asia
Pacific Insurance Forum and Insurance and Economic Development Forum, with the objective to promote knowledge related to
finance.
“Provision of campus internship: By providing internship programs for multiple universities, the Company cooperates with relevant
departments specialized in insurance and finance, and conducts academic and practical communication to lower the gap between
learning and application and promote the linkage of students with the practical work.
“Promotion of microinsurance: The Company promotes microinsurance business, actively cooperates with universities and colleges,
social groups like Child Welfare League Foundation and Association for Victims Support, and local governments like Nantou County
Government, and provides one-year student tuition fee free accident microinsurance for groups with disadvantaged economic
conditions and students in universities and colleges by means of premium donation. The upper limit of the sum insured for each person
could reach NT$500,000,with the objective to lighten the economic impact imposed on families due to accidents. The Companyhas

144

Promotion item Implementation status (Note 1) Deviations from
accumulatively donated premium for more than NT$ 34 million, and the scope of the insured has exceeded 130,000 person-times. To be
specific, the number of the insured reached 20,000 persons in 2023. In 2024, the Company will continue to donate microinsurance
premium, and duly perform its responsibilities for corporate sustainable development. The Company donated a total amount of NT$ 4.89 million in 2023 for both microinsurance premium donation and fundraising sponsorship of ―Deep Cultivation Program‖ for
Mingchuan University. The Company sponsored ―Deep Cultivation Program‖ in response to the relevant policy of the Ministry of
Education. Specifically, it sponsored this university to reinforce an assistance and tutoring mechanisms for disadvantaged students so
that the students could learn wholeheartedly and change their future without having to worry about their tuitions and living expenses.
2.
Furthering of education of inclusive finance
The Company does not only actively develop financial products that meet the needs of the aged and the disadvantaged groups, but also
leverage its expertise to join hands with its employees to organize various financial management education activities, including finance
courses for remote rural elementary schools, wealth management lectures for policyholders and wealth management summer camps for
policyholders’ children, and other wealth management related activities. The Company is dedicated to providing school children,
policyholders and the public with correct viewpoint on wealth management and basic knowledge on finance. In 2023, the Company
organized 55 activities that benefited 6,439 people.
3.
Deepening of sports activities
“Promoting the atmosphere of sports: Mercuries Life Insurance Co., Ltd. has supported the development of sports in Taiwan for a long
term, in order to improve people’s awareness of health risk management. It has promoted multiple sports competitions for more than 10
years with ceaseless efforts. In 2023, the Company spent NT$ 32.66 million in sports and benefited more than 96,000 people. The
Company expected that people could establish their awareness of health risk management and keep doing exercises by participating in
the sports competitions.
4.
Care about children’s health
“Children are the hope for the future. Mercuries Life Insurance Co., Ltd. has held ―Mercuries Life Insurance Cup Teeball National
Tournament‖ for 14 consecutive years and this event suited primary school students. As a result, the habits of sports could be cultivated
for children to enhance their health; at the same time, the Company has held ―Sketching Competition for Policyholders’ Children‖ for
20years with thepurpose of encouraging policyholders to spend their holidays in accompanyingtheir children to sketch outdoors, for it

145

Promotion item Implementation status (Note 1) Deviations from
could not only enhance the parent-children interaction but also enhance children’s physical and mental development. Hopefully, the
Company could assist these families in cultivating more healthy and happy children to make contributions to Taiwan. In 2023, a total of
10,063 children participated in ―Mercuries Life Insurance Cup Teeball National Tournament‖ and ―Sketching Competition for
Policyholders’ Children‖.
5.
Engagement in community services
Mercuries Life Insurance Co., Ltd. has supported public welfare for a long term. In addition to the blood donation activity of ―Love of
Mercuries and Warmth of Blood‖ organized around Taiwan, the Company initiated ―Wealth Management Golden Brain Cultivation Plan‖
since 2023 and joined hands with colleagues to promote education of inclusive finance. Additionally, the Company encourages colleagues
to participate in various volunteer service activities to help the disadvantaged senior citizens and children and guard the sustainable
ecological environment; in 2023, 2,449 person-times of employees from the Company served as volunteers. If calculated as 3 hours per
person-time, the total service duration was approximately 7,347 hours:
“Blood donation: The Company cooperates with Taiwan Blood Services Foundation to hold regular blood donation activities every year
and every quarter. In 2023, a total of 91 blood donation activities were launched in Taiwan, and 353 person-times participated in
volunteer services. 6,166 bags of blood were donated accumulatively in 2022. The total number of bags of blood donated
accumulatively over the years already exceeded 50,000.
“Volunteering for education of inclusive finance: 51 volunteering activities were launched, and attended by 307 person-times; colleagues
gave play to their expertise in finance and served as volunteers for finance education. By organizing activities like finance courses for
remote rural areas, wealth management summer camp, and finance path finding, we assisted school children and the public in
establishing the correct concepts on wealth management and risk management.
“Volunteering for ecological environmental protection: 10 volunteering activities were launched, and attended by 333 person-times;
colleagues served as resource classification volunteers in Tzu Chi Recycling Education Centre, and went to Wanggong Fishing Port in
Changhua for beach cleaning, and Zhongliao, Nantou and Sandimen, Pingtung for mountain purification, with the hope to guard the
beautiful environment of Taiwan together.
“Volunteering for caring about the disadvantaged: 13 volunteering activities were launched, and 314 person-times participated in the
activities launched byGenesis Social Welfare Foundation,KaohsiungCharityFederation,Love Binti International,Angel Heart Family

146

Promotion item Implementation status (Note 1) Deviations from
Social Welfare Foundation, and Yate Cup Intellectual Disability Games. Among them, Mercuries Life Insurance Co., Ltd. has sponsored
―Yate Cup Intellectual Disability Games‖ for 25 years to safeguard students with physical and mental disabilities with insurance and
enable them to participate in sports events from which they could train their learning ability, enhance physical agility and confidence
and thus better blend in society.
“Volunteering for environmental protection through ―Public Welfare 30 PET Bottle for Passing Love and Aiding the Disadvantage‖: This
activity lasted for 2 months and was attended by 1,142 person-times; Mercuries Life Insurance Co., Ltd. joined hands with Tzu Chi
Charity Foundation and DA.AI Technology and called upon colleagues, policyholders and the public to recycle PET bottles based on
the thinking of environmental protection, resource reutilization and caring about the disadvantaged and then make them into
environment-friendly scarfs as presidents for school children in remote rural areas. As a result, nearly 70,000 PET bottles were
collected to benefit 305 indigenous children.
6.
Support for the development of culture and arts
Mercuries Life Insurance Co., Ltd. goes deep to campus and provides university and college students with more channels to accept artistic
influence. Since 2009, the Company has sponsored ―iLook Film Obsession Party Campus Activity‖ for 15 consecutive years, and provided
high-quality literary and artistic films to interact with the young people. In 2023, the Company also sponsored the concert of ―A Night
Tour‖ performed by Ding Dang, ―Queen of Love Songs‖, to enhance the cultural and artistic experience of students and the general public.
Furthermore, the Company sponsored ―Taiwan Lantern Festival in Taipei, 2023‖. In addition to exclusive sponsorship of lantern festival
works presented by artists from Mexico and Taiwan, the Company utilized the works from local artists to decorate the landscape of the
head office,and encouragedpeople togo out and embodylife aesthetics throughpersonalpractice.

Note 1: If the column of ―Implementation status‖ is checked as ―Yes‖, please specify the important policies, strategies, and measures adopted and their implementation status; if the column of ―Implementation status‖ is checked as ―No‖, please explain the deviations and reasons thereof in the column of ―Deviations from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof‖, and explain the plans for relevant policies, strategies, and measures to be adopted in the future. However, as for promotion items 1 and 2, TWSE/TPEx listed companies shall describe a structure for governance and supervision of the sustainable development, including but not limited to establishment of management policies, strategies and goals, review measures, etc. Also, it is required to clarify risk management policies or strategies to address ESG topics related to the corporate operation and the evaluation status thereof.

Note 2: Materiality principle refers to the major impact of issues related to environment, society, and corporate governance on the Company’s investors and other stakeholders.

147

Note 3: For the disclosure method, please refer to the examples of the best practice principles on the website of the Taiwan Stock Exchange Corporation’s Corporate Governance Center.

148

2. Climate-related information of TWSE/TPEx listed companies

(1) Implementation status of climate-related information

Item Implementation status
1. Describe the Board of Directors’ and the
management’s supervision and governance
of climate-related risks and opportunities.
The Company has established a climate governance structure and designated the Board of
Directors, the Risk Management Committee, the Risk Management Department, the Executive
Office, and the operating units to advance the systematic division of duties from top to bottom, to
ensure the implementation of climate risk management.
As the top decision-making authority of the climate risk management system, the Board of
Directors is mainly responsible for supervising and managing the climate-related risks of the
Company, identifying the climate-related opportunities, and approving regulations governing
climate risk management. ―Risk Management Committee‖ is established under the Board of
Directors to serve as the top management level for the risk management. ―Risk Management
Committee‖ convenes a meeting every quarter. In 2023, a total of 7 meetings were held. In
addition to the evaluation of the operation status of the risk management system and the risk
management report, this committee is also responsible for drafting climate risk management
policies, evaluating the implementation status of climate risk management, and reporting to the
Board of Directors.
The Risk Management Department and the Executive Officer are responsible for making overall
arrangements for promoting practical implementation of relevant aspects including daily climate
risk monitoring, measurement, and evaluation, guiding relevant departments engaged in
investing and operating activities to conduct climate risk management, and periodically
presentingthe management results to the Risk Management Committee.
2. Describe how the climate risks and
opportunities
identified
impact
an
enterprise’s business, strategies, and finance
(short-term, medium-term, and long-term).
In the existing climate risk management mechanism of the Company, the first line of defense
executes the identification of climate risks, measures the potential financial impacts of major
risk/opportunity factors identified on the corporate business, products, investments, and loans
(e.g., return on investment/reduction of operating income, increase of operating expenses, or
increase of expenditure in claims,etc.),drafts and implements short-term,medium-term,and

149

Item Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status
long-term responsive strategies based on the evaluation results, and submits relevant
implementation results to the Risk Management Committee for meetingdeliberation.
SummarySheet of Climate Risks and Opportunities
Risk
factor
Risk description
Impacted
level
Potential
financial
impact
Length
of time
Response measure(s)
Transition risks
Policies and regulations
New
climate/regulation
changes
may
increase
carbon
price/carbon
tax/carbon trading
price, or enhance
the
requirements
and supervision for
the
existing
industries
and
services, so as to
increase
the
operating cost of
this industry.
Investment Decrease in
income
from
investment
Short
term
(within
3 years)
1.
Implement
the
management
and
review of climate
risks
in
the
investment business
based
on
TCFD
framework.
2.
Continuously
monitor
the
risk
exposure
of
investments
in
industries with high
carbon
emissions
and high ESG risks.
For industries with
relevant risks uneasy
to
control
after
prudent
evaluation,
investments in these
industries shall be
reduced or avoided.
SummarySheet of Climate Risks and Opportunities
Potential
financial
impact
Risk
factor
Impacted
level
Length
of time
Risk description Response measure(s)
Transition risks Policies and regulations New
climate/regulation
changes
may
increase
carbon
price/carbon
tax/carbon trading
price, or enhance
the
requirements
and supervision for
the
existing
industries
and
services, so as to
increase
the
operating cost of
this industry.
Investment Decrease in
income
from
investment
Short
term
(within
3 years)
1.
Implement
the
management
and
review of climate
risks
in
the
investment business
based
on
TCFD
framework.
2.
Continuously
monitor
the
risk
exposure
of
investments
in
industries with high
carbon
emissions
and high ESG risks.
For industries with
relevant risks uneasy
to
control
after
prudent
evaluation,
investments in these
industries shall be
reduced or avoided.

150

Item Implementation status Implementation status
Operation Increase in
operating
expenses
Medium
term
(3~10
years)
Continually
reduce
the greenhouse gas
emissions
in
the
operation
and
acquire
greenhouse
gas
inventory
assurance.
Technology Emerging
or
low-carbon
technologies
present
relatively
high
substitutability for
existing
products
Investment Decrease in
income
from
investment
Medium
term
(3~10
years)
Implement
the
management
and
review of climate
risks
in
the
investment business
based
on
TCFD
framework.

151

Item Implementation status Implementation status
and services. As a
result,
existing
assets
in
the
industry may need
to be written off or
scrapped
in
advance. Also, it
may result in the
rising or declining
demand
for
existing
products
and
services;
in
response
to
Net-Zero
transformation,
relevant
high
capital expenditure
and cost shall be
paid
in
this
industry to develop
emerging
or
low-carbon
technologies.
Continuously
monitor
the
risk
exposure
of
investments
in
industries with high
carbon
emissions
and high ESG risks.
For industries with
relevant risks uneasy
to
control
after
prudent
evaluation,
investments in these
industries shall be
reduced or avoided.
Market Due
to
the
improvement
of
the awareness of
Investment Decrease in
income
from
Medium
term
(3~10
Implement
the
management
and
review of climate

152

Item Implementation status Implementation status
climate change, the
structural
preferences of the
market
and
customers for this
industry
will
change,
resulting
in
the
declining
demand
for
products
and
services related to
high
carbon
emissions.
investment years) risks
in
the
investment business
based
on
TCFD
framework.
Continuously
monitor
the
risk
exposure
of
investments
in
industries with high
carbon
emissions
and high ESG risks.
For industries with
relevant risks uneasy
to
control
after
prudent
evaluation,
investments in these
industries shall be
reduced or avoided.
Reputation Due
to
the
improvement
of
the awareness of
climate
change,
customers
or
consumers have a
native impression
towards
the
Investment Decrease in
income
from
investment
Medium
term
(3~10
years)
Implement
the
management
and
review of climate
risks
in
the
investment business
based
on
TCFD
framework.
Continuously

153

Item Implementation status Implementation status
damage caused by
industries
with
high
carbon
emissions/pollution
or other specific
industries to the
environment. As a
result, the demand
for products and
services related to
industries
with
high
carbon
emissions/pollution
or other specific
industries declines.
monitor
the
risk
exposure
of
investments
in
industries with high
carbon
emissions
and high ESG risks.
For industries with
relevant risks uneasy
to
control
after
prudent
evaluation,
investments in these
industries shall be
reduced or avoided.

Operation
Decrease in
operating
revenue
Medium
term
(3~10
years)
Continually monitor
the reputation of the
Company and ensure
that
no
negative
impact is caused due
to
climate-related
risks.
Physical risks Immediate risks Single
climate-related
disasters
(e.g.,
typhoon and flood)
have
a
negative
Investment Decrease in
income
from
investment
Medium
term
(3~10
years)
Regularly check the
distribution
of
investment property.
Evaluate
and
increase
flood

154

Item Implementation status Implementation status
impact
on
this
industry,
while
wind
disasters,
uneven
rainfall
distribution,
or
heavy rainfall may
result
in
water
shortage
or
flooding.
As
a
result,
negative
impacts
like
business shutdown,
operational
interruption,
supply
chain
interruption,
or
asset
impairment
will be caused.
prevention facilities
for the investment
property located in
regions with high
climate risks.
Loan
lending
Increase in
loan losses
Medium
term
(3~10
years)
Regularly check the
distribution of real
estate collateral. Plan
a system to increase
the
evaluation
of
physical risks of real
estate
collateral
located in regions
with high climate
risks.
Operation Decrease in
operating
revenue
Medium
term
(3~10
years)
Maintain and adjust
as appropriate the
operation continuity
management
mechanism,
and
regularly
practice
backup
and
restorationplans.
Increase in
operating
expenses
Medium
term
(3~10
Regularly check the
distribution
of
operating
sites.

155

Item Implementation status Implementation status
years) Evaluate
and
increase
flood
prevention facilities
for
the
operating
sites
located
in
regions with high
climate risks.
Product Increase in
expenditure
for claims
settlement
Long
term
(more
than 10
years)
Continually track the
provisions
of
domestic regulations
on
life
insurance
products and confirm
the
necessity
to
include climate risks
in relevant designs
including
life
insurance
product
actuarial
and
development.
Long-term risks The
climate
models
are
changed.
For
example, long-term
rising temperatures
can increase the
frequency
and
Investment Decrease in
income
from
investment
Long
term
(more
than 10
years)
Regularly check the
distribution
of
investment property.
Evaluate
and
increase
flood
prevention facilities
for the investment

156

Item Implementation status Implementation status
intensity
of
extreme
climate
events, while wind
disasters,
uneven
rainfall
distribution,
or
heavy rainfall may
result
in
water
shortage
or
flooding.
As
a
result,
negative
impacts
like
business shutdown,
operational
interruption,
supply
chain
interruption,
or
asset
impairment
will be caused.
property located in
regions with high
climate risks.
Loan
lending
Increase in
loan losses
Long
term
(more
than 10
years)
Regularly check the
distribution of real
estate collateral. Plan
a system to increase
the
evaluation
of
physical risks of real
estate
collateral
located in regions
with high climate
risks.
Operation Decrease in
operating
revenue
Long
term
(more
than 10
years)
Maintain and adjust
as appropriate the
operation continuity
management
mechanism,
and
regularly
practice
backup
and
restorationplans.
Increase in
operating
expenses
Long
term
(more
than 10
years)
Regularly check the
distribution
of
operating
sites.
Evaluate
and
increase
flood

157

Item Implementation status Implementation status
prevention facilities
for
the
operating
sites
located
in
regions with high
climate risks.
Product Increase in
expenditure
for claims
settlement
Long
term
(more
than 10
years)
Continually track the
provisions
of
domestic regulations
on
life
insurance
products and confirm
the
necessity
to
include climate risks
in relevant designs
including
life
insurance
product
actuarial
and
development.
Opportunities Resource efficiency The operating cost
can
be
reduced
through
the
improvement
of
efficiency
of
machinery
equipment
and
transportation
(especially
Operation Decrease in
operating
expenses
Short
term
(within
3 years)
1. Continually and
effective
control
energy.
2. Replace the old
equipment, improve
the
utilization
efficiency of energy
and resources, and
reduce
operating

158

Item Implementation status Implementation status
referring to energy
utilization
efficiency),
including
more
extensive
water
resource and waste
management.
expenses.
Energy sources Annual energy cost
and
carbon
emissions may be
saved
after
low-carbon energy
is used.
Operation Decrease in
operating
expenses
Medium
term
(3~10
years)
Evaluate
and
consider the gradual
increase
of
consumption
of
renewable energy.
Products/services Business
opportunities may
be
increased
through
the
provision
of
low-carbon
products
or
services (e.g., zero
carbon
insurance
policies, electronic
services,etc.).
Operation Increase in
operating
revenue
Short
term
(within
3 years)
Continually promote
the use of digital
tools
and
reduce
power consumption
and
carbon
emissions.
Product Increase in
operating
revenue
Short
term
(within
3 years)
Provide
insurance
products
that
encourage
consumers’
green
behaviors.
Continually
promotepaperless
Operation Decrease in
operating
Short
term
Promote a paperless
office environment,

159

Item Implementation status Implementation status
office
(electronic
sheet service) and
sign-off
system,
and reduce paper
consumption, and
improve
work
efficiency.
expenses (within
3 years)
reduce
paper
consumption,
and
improve
work
efficiency.
Market Invest
in
low-carbon
or
green
energy
industries
to
expand the market.

Investment
Increase in
income
from
investment
Short
term
(within
3 years)
Focus
on
green
energy
technology
and
invest
in
environment-friendly
circular economy.
Resilience Continually
manage
climate-related
risks and establish
operating
uninterrupted
services,
to
improve
climate
resilience.
Operation Increase in
operating
revenue
Short
term
(within
3 years)
Maintain and adjust
as appropriate the
operation continuity
management
mechanism,
and
regularly
practice
backup
and
restoration plans.
3. Describe the impact of extreme climate
events and transition actions on the finance.
Transition risks:
1. If an investee is engaged in an industry with high climate risks (e.g., industry with high
carbon emission, high energy consumption, or high pollution), the profitability of this
investee may be affected due to the following influences, which can further influence the
Company’s return on investment:

160

Item Implementation status
(1) The operating cost is increased due to factors such as changes in energy regulations and
collection of carbon charge.
(2) The existing products and services are replaced due to the maturity of emerging or
low-carbon technologies, or the enterprise needs to pay tremendous expenses due to its
failure to improve carbon reduction process, energy utilization efficiency, or carbon
capture and storage technology, and to deal with the public’s negative impression of
high-risk industry.
(3) With the improvement of the public awareness of environmental protection, structural
preferences and changes are generated to result in the transfer of demand to green
industries.
2. Since the awareness of climate change is enhanced in the whole society, negative perception
will be caused if the Company invests in the industries with high climate risks.
3. The electricity fees for corporation operation and the carbon cost are increased due to the
collection of carbon charges at home and abroad and the change in energy policy.
Physical risks:
1. The asset value of real estate investments and relevant collateral is lowered due to climatic
disasters to affect the impairment of asset value and loan lending guarantee of the Company.
2. The extreme climatic disasters may damage the Company’s operating sites or equipment to
result in the interruption of corporate operation. In addition to the increase of renovation
expenses, the operating income may also be lowered.
3. Since there is no specific and modeled conclusion regarding the impact of physical risks of
climate change on life insurance products, the Company still needs to continue observation
and analysis.
Relevant responsible units have alreadyestablished responsive strategies to address transition

161

Item Implementation status
and physical risks in the hope that the possible financial impact on the Company could be
mitigated.
4. Describe how the identification, evaluation,
and management processes of climate risks
are
integrated
in
the
overall
risk
management system.
The Company includes climate change risks into its ―Risk Management Policy‖, and has
established ―Regulations Governing the Management of Climate Change Risks‖ for management
and control. When the first line of defense executes climate risk management, the relevancy of
each risk factor to the existing risks is analyzed, and a connection is established and integrated
into the overall risk management system.
5. Scenarios, parameters, assumptions, and
analysis factors used as well as the main
financial impacts shall be explained if
scenarios are used to analyze and evaluate
the resilience of climate change risks.
Physical risks:
With reference to the future risks of flood disasters estimated per ―Taiwan Disaster Risk Map‖
released by National Science and Technology Center for Disaster Reduction (NCDR), the
Company considers the degree of hazard (probability of extreme rainfall), vulnerability (flooding
scope under specific rainfall conditions) and risk exposure (the higher the population density, the
higher the risk exposure), evaluates the risk level (relative risk) of this region, and
comprehensively assesses the floor and age of target building.
Transition risks:
With reference to the climate scenarios released by the NGFS, scenario analysis is carried out for
investees engaged in the industries with high carbon emissions, and the operating cost increased
due to expenditure of carbon charges under the scenarios of Orderly-Net Zero 2050 and Hot
House World-Current Policies is evaluated respectively.
1. Valuable securities
Check the greenhouse gas emissions of the targeted investees to import scenario analysis and
estimate the carbon charge expenditure possibly faced by them in the future; it is evaluated
and confirmed that the targeted investees with high carbon emissions will face tremendous

162

Item Implementation status
carbon charge expenditure in 2050 under the scenario of Orderly-Net Zero 2050.
2. Operating sites
Check the power consumption of each operating site, and convert carbon emissions according
to the power carbon emission coefficient to import scenario analysis. It is evaluated and
confirmed that the main carbon emission source of the Company is the power consumption in
the office building since the Company is in the financial insurance industry. It is tentatively
evaluated that no significant operatingcost is increased in this regard.
6. The contents of a transition plan in response
to the management of climate-related risks
shall be indicated if any, together with
indicators and objectives used to identify
and manage physical and transition risks.
The planned contents, indicators, and objectives established by the Company for managing
physical and transition risks are mainly explained as follows:
1. Carry out climate risk management and audit of the investment business with TCFD
framework, and check the coverage ratio of 80% of investment portfolios in the early stage of
PCAF imported.
2. Monitor the risk exposure of the Company during the investments in the industries or
enterprises with high carbon emissions, evaluate the climate risks of investees in the
industries with high climate risks among the investment portfolios, and aim at an evaluation
ratio of 75% in the initial stage.
3. Lower the greenhouse gas emissions from the operation, with short-term goal of
accumulatively reducing carbon emissions by 10% in 2023 and 12% in 2025 respectively.
4. Continually monitor and actively respond to the Company’s negative messages regarding
climate risk management.
5. Evaluate and add protective measures (e.g., flood prevention equipment) for real estate with
high climate risks held by the Company, add physical risk evaluation items in the real estate
questionnaire, and aim at a case evaluation ratio of 50% in the initial stage.
6. Continually track relevant regulations and studies concerning climate risks of life insurance
products in Taiwan, with the objective to evaluate the impact of climate risks on life insurance
products as well as the future trends.

163

Item Implementation status
7. Continually strengthen the mechanism for continual management of operations related to
natural disasters. Handle at least 1 regular drill, backup, and recovery plan every year
(efficiency of recovery time lower than 24h/time) to ensure that the Company can quickly
recover operations in case of relevant accidents.
7. The price setting basis shall be explained if
internal carbon pricing is used as a planning
tool.
The Company didn’t use internal carbon pricing as a climate change risk strategy management
tool in 2023.
8. Information including activities covered,
scope of greenhouse gas emissions, planned
scheduled, and required annual progress
shall be described if climate-related goals
are established; if carbon offsets
or
Renewable Energy Certificates (RECs) are
used to achieve relevant goals, the sources
and quantity of carbon quota offset or the
quantity of RECs shall be described.
Scope of greenhouse gas emission check: The Company checks the carbon emission of all
operation sites.
Check items: Carbon emissions generated from Scope 1, Scope 2, and Scope 3 (employees’
business travels)
Achievement rate of carbon reduction in 2023: Down by approximately 17.63% compared to
that in 2022.
The Company establishes a short-term goal of reduction of carbon emissions by 3% from 2024 to
2025 and a medium-term goal of annual reduction of 10% carbon emissions in 2030. After the
rapid changes of science and technology and the mature development of the green energy
industry, the Company expects to realize the long-term goal of Net Zero 2050 set by the
government.
9. Greenhouse gas inventory verification and
assurance as well as greenhouse gas
reduction goals, strategies and specific
action plans (filled out in 1-1 and 1-2
separately)

164

1-1 Greenhouse gas inventory verification and assurance of the Company in the last two years

1-1-1 Information on greenhouse gas inventory verification

Describe the emissions (tCO2e) and density (tCO2e/NT$ 1 million) of greenhouse gases in the last two years as well as data coverage.

According to the inventory verification of operating sites in Taiwan, the carbon emissions of Scope 1 and Scope 2 reached 9,618.2536 tCO2e and the density was 0.595 tCO2e/NT$ 1 million in 2022, while the carbon emissions of Scope 1 and Scope 2 reached 7,922.1730 tCO2e and the density was 0.438 tCO2e/NT$ 1 million in 2023.

Note 1: Direct emissions (Scope 1, emissions directly from emission sources owned or controlled by the Company), indirect energy-related emissions (Scope 2, indirect greenhouse gas emissions from input power, heat or steam), and other indirect emissions (Scope 3, emissions generated from the Company’s activities rather than indirect energy emissions and coming from emission sources owned or controlled by other companies).

Note 2: The coverage of data regarding direct emissions and indirect energy-related emissions shall be handled according to the schedule determined in Article 10-2 of this regulation. Information on other indirect emissions may be disclosed voluntarily.

Note 3: Greenhouse gas inventory standard: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 published by the International Organization for Standardization (ISO).

1-1-2 Information on greenhouse gas assurance

Describe the assurance status in the last two years as of the publication date of the annual report, including scope of assurance, assurance agency, assurance criteria, and assurance opinion.

In 2022 and 2023, PwC was entrusted to complete the assurance of Scope 1 and Scope 2 of all operating sites in Taiwan per ISAE ―Assurance Engagements on Greenhouse Gas Statements‖ and issue assurance reports for limited assurance. Furthermore, ARES International Certification Co., Ltd. was entrusted to execute the verification of indirect greenhouse gas emissions from products used by the organization in Scope 1, Scope 2 and Scope 4 and issue a limited verification statement in accordance with ISO 14064-3: 2-2019 published by the International Organization for Standardization (ISO).

Note 1: It shall be handled according to the schedule determined in Article 10-2 of this regulation. If the Company fails to acquire a complete opinion on greenhouse gas assurance as of the publication date of the annual report, it shall specify ―The complete assurance information will be disclosed in the sustainability report‖. If the Company hasn’t prepared a sustainability report, it shall specify ―The complete assurance information will be disclosed in MOPS‖ and disclose complete assurance information in the annual report of the next year.

Note 2: The assurance agency shall comply with relevant provisions established by Taiwan Stock Exchange Corporation and Taipei Exchange regarding sustainability report assurance agencies. Note 3: The disclosed contents may be determined with reference to the examples of best practice principles on the website of the Corporate Governance Center of Taiwan Stock Exchange Corporation.

165

1-2 Greenhouse gas reduction goals, strategies, and specific action plans

Describe the base year of greenhouse gas reduction, relevant data, greenhouse gas reduction goals, strategies and specific action plans, and achievement status of these goals

The carbon emissions of Scope 1 and Scope 2 reached 9,618.2536 tCO2e in 2022 and 7,922.1730 tCO2e in 2023 respectively; since significant workplace changes occurred in 2023, relevant adjustment is made to adopt the year 2023 as the base period. The Company aims to reduce carbon emissions by 3% from 2024 to 2025

The specific carbon reduction measures and action plans are as follows: (New ones will be added year by year)

2023 2024 2025 2026
Reduction of
carbon emissions
from operation
Management
measures
1. Adjust the timers of air
conditioners
in
the
workplaces and add the
frequency of shutdown of
air conditioners
2. As for the control of
air-conditioning temperature
in
public
areas,
the
temperature shall be set up
at 26℃ in other places
except necessary areas like
toilets.
1.
Stipulate
lighting
switching modes needed
for different periods in
public areas.
2. Control the use of air
conditioners
of
the
offices during holidays.
1. Continually provide
colleague with education
of
environmental
protection and encourage
the thinking of energy
conservation and carbon
reduction.
2.
Cooperate
with
suppliers, and encourage
them
to
reduce
low-carbon
footprints
and promote the use of
environment-friendly raw
materials.
Introduce
an
intelligent
energy
monitoring system to
monitor the energy
use
of
electrical
equipment
in
a
real-time
way
and
optimize
energy
allocation.

166

Energy-savin
g equipment
1. Replace the original 2
fuel
motorcycles
with
electric motorcycles.
2.
Replace
the
old
air-conditioning equipment.

1.
Arrange
the
replacement of lamps in
workplaces with LED
lamps
(Taoyuan-
Hsinchu
Region
and
Tainan).
2. Regularly clean fan
filters
and
outdoor
radiator fins to improve
the efficiency of the
air-conditioningunits.
1. Replace the existing
fuel vehicles with hybrid
vehicles
upon
replacement of official
vehicles.
2.
Continually
update
and upgrade facilities and
use more energy-saving
equipment.
Replace the existing
fuel
vehicles
with
hybrid vehicles upon
replacement of official
vehicles
used
by
senior officers.
Expansion of the
use of renewable
energy
Renewable
energy
Use solar panels installed in
the self-owned building.
Evaluate the addition of
solar panels on the roof
of
the
self-owned
building.
1. Plan the addition of
solar panels.
2.
Evaluate
the
purchasing of relevant
green
electricity,
and
execute it in 2026.
Purchase
relevant
green electricity.
Implementation
of environmental
management and
expansion of
influence
Introduction
of
certification
1. Continue the greenhouse
gas inventory verification
and assurance.
2. Continue the advocacy of
energy
conservation
and
carbon reduction.
1.
Evaluate
the
introduction
of
ISO
50001
Energy
management
system
standard.
2. Evaluate the execution
of SBTi (Science-based
Targets initiative).
1.
Execute
SBTi
(Science-based
Targets
initiative).
2. Expand the purchasing
of products with green
and environment-friendly
labels.
Cooperate
with
suppliers who have
passed
the
environmental
certification of ISO
14064 and ISO 14001,
or value ESG with
priority.

Note 1: It shall be handled according to the schedule determined in Article 10-2 of this regulation.

Note 2: The base year shall be the year when inventory verification of the boundary of consolidated financial statements is completed. For example, according to the provisions of Article 10-2 of this regulation, companies with capital above NT$ 10 billion shall complete the inventory verification of consolidated financial reports of 2024 in 2025. Therefore, the

167

base year is the year 2024. If a company has already finished the inventory verification of consolidated financial statements in advance, this earlier year may be determined as the base year. Besides, the data of the base year shall be calculated according to the data of a single year or the average of several years.

Note 3: The disclosed contents may be determined with reference to the examples of best practice principles on the website of the Corporate Governance Center of Taiwan Stock Exchange Corporation.

168

(VI) Performance status of business integrity management, deviations from Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
1.
Establishment
of
Ethical
Corporate
Management Policies and Programs
(1)
Has the Company established ethical
corporate
management
policies
approved by the Board of Directors and
specified in its rules and external
documents
the
ethical
corporate
management policies and practices and
the commitment of the Board of
Directors and senior management to
rigorous and thorough implementation
of such policies?
(2)
Has the Company established a risk
assessment mechanism against unethical
conduct, and analyzed and assessed on a
regular basis the business activitywithin
(1)
The Company has
established ―Ethical
Corporate
Management Best Practice Principles‖ and ―Procedures for
Ethical Corporate Management and Policy for Behavioral
Management‖ which have been approved by the Board of
Directors before implementation. These regulations have
expressly prescribed the policy and practice of the ethical
corporate management. The aforesaid rules and regulations
as well as the implementation status of ethical corporate
management are disclosed on the Company’s official
website. The directors and senior management of the
Company as well as employees have also issued a
statement of compliance with the ethical corporate
management policy.
(2)
The Company has already established a risk assessment
mechanism against unethical conduct that the risk
assessment is handled once every two years, analyzed and
assessed on a regular basis the business activitywithin its
No material deviation

169

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
its business scope which is at a higher
risk of being involved in unethical
conduct, and established prevention
programs accordingly, which shall at
least
include
those
specified
in
Paragraph 2, Article 7 of the Ethical
Corporate Management Best Practice
Principles
for
TWSE/TPEx
Listed
Companies?
(3)
Does
the
Company
provide
any
solutions to prevent unethical conduct,
stipulate procedures, conduct guidelines,
punishment for violation as well as
appeals, and put into practice, review,
and revise on a regular basis the
aforesaid solutions?
business scope which is at a higher risk of being involved
in unethical conduct. Also, the Company has established
prevention programs accordingly and included them into
―Procedures for Ethical Corporate Management and Policy
for Behavioral Management‖. This policy also includes
those specified in Paragraph 2, Article 7 of ―Ethical
Corporate Management Best Practice Principles for
TWSE/TPEx Listed Companies‖.
(3)
Procedures for prevention of unethical conduct are
expressly prescribed in the Company’s ―Procedures for
Ethical Corporate Management and Policy for Behavioral
Management‖,
and
punishment
procedures
and
disciplinary punishments have been established to cope
with the violations of the Ethical Corporate Management
Best Practice Principles. The Company will pay attention
to the development of relevant regulations governing the
ethical corporate management at home and abroad,
encourage directors, managerial officers, and employees to
make suggestions,and review thepolicyfor ethical

170

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
corporate management of the Company and the promoting
measures on this basis, to improve the implementation
effect of the Company’s ethical corporate management.
2. Fulfillment of Ethical Corporate Management
(1)
Does the Company evaluate business
partners’ ethical records and include
ethics-related clauses in the business
contracts signed with the counterparties?
(2)
Has the Company set up a dedicated unit
under the Board of Directors to promote
ethical
corporate
management
and
regularly (at least once every year)
report to the Board of Directors the
(1)
The Company has established ―Regulations Governing the
Purchasing Requisition and Other Operating Expense
Disbursement‖ which clearly stipulates the manufacturing
selection principles and purchasing procedures with the
objective to conduct business activities in a fair and
transparent manner. The Company evaluates whether the
long-term cooperative manufactures have any unethical
records on a regular basis, and specify relevant provisions
in the contracts according to relevant laws and regulations,
or order the manufactures to sign ―Letter of Commitment
to Manufacturers’ Integrity and Incorruption‖.
(2)
The Company designates the Corporate Governance and
Nomination Committee which is subordinate to the Board
of Directors as a dedicated unit to take charge of
establishing, supervising, and executing the ethical
corporate managementpolicies,and reportingthe
No material deviation

171

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
implementation of ethical corporate
management policies and unethical
conduct prevention programs?
(3)
Has the Company established policies to
prevent conflicts of interest, provide
appropriate communication channels,
and implement them accordingly?
(4)
Has the Company established effective
accounting and internal control systems to
implement ethical corporate management
and have its internal audit department,
based on the results of the assessment of
the risk of involvement in unethical
conduct, formulate audit plans and audit
compliance withpreventionprograms
compliance of ethical corporate management to the Board
of Directors regularly every year.
(3)
The Company has established procedures for avoidance,
declaration, and handling of conflict of interest in
―Procedures for Ethical Corporate Management and Policy
for Behavioral Management‖, as well as regulations
including ―Code of Ethics‖ and ―Regulations Governing
the Handling of Impeachment Cases‖ to prevent conflict of
interest. Also, the Company provides whistleblowing
channels to implement the ethical corporate management
policies.
(4)
In order to implement ethical corporate management, the
Company has established relevant accounting system,
handled all the accounting work, and appointed CPAs to
audit or review the financial reports to ensure the fair
expression of financial statements; the Company has
already established an effective internal control system.
The internal audit unit is responsible for drafting relevant
auditplans based on the results of the assessment of the

172

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
accordingly or entrusted a CPA to conduct
the audit?
(5)
Does the Company regularly hold internal
and external training on ethical corporate
management?
risk of involvement in unethical conduct, verifying the
compliance with the programs designed to prevent
unethical
conduct,
and
regularly
auditing
the
implementation status of relevant work process. The audit
results will be included in audit report and submitted to the
Audit Committee and independent directors for review.
The internal audit unit of the Company obtained the
highest universal compliance through the external audit
and independent verification of quality evaluation o by
SAIV in 2014, which sufficiently proved the effective
auditing function. Besides, the Company designates
relevant external accounting firm to periodically audit the
design and implementation status of the Company’s
internal control periodically every year. The audit results
are fairly expressed.
(5)
The Company provides internal advocacy, and relevant
education and training for directors, internal staff, and
agency force as appropriate, and encourages directors,
senior officers, and colleagues to participate in relevant
external trainingcourses. The handlingof education and

173

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
training has also been disclosed on the Company’s official
website.
3. Operation of the Whistleblowing System
(1)
Has the Company established both a
reward/whistleblowing
system
and
convenient whistleblowing channels?
Are appropriate personnel assigned to
investigate the accused party?
(2)
Has the Companyestablished standard
(1)
The Company has established ―Regulations Governing the
Handling of Whistleblowing Cases‖ (hereinafter referred
to as ―the Regulations‖), set up diversified whistleblowing
channels, and designated a responsible unit for accepting
the whistleblowing cases. Besides, appropriate personnel
from relevant departments are assigned respectively to
form an investigation group in consideration of the ranks
of accused party and the nature of the case; additionally,
the Company has established a reward system. If an
employee of the Company infroms a case in which he/she
is not held responsible, and this case is found to be true
through investigation, and therefore this conduct reduces
losses for the Company, or makes other significant
contributions to the Company, the investigation group may
apply to relevant personnel unit for appropriate reward to
this whistleblower.
(2)
The Regulations include standard operating procedures for
No material deviation
174
Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
operating procedures for investigating
reported
misconduct,
follow-up
measures
to
be
adopted
after
investigation, and related confidentiality
mechanisms?
(3)
Does
the
Company
protect
whistleblowers
against
improper
treatment?
investigating reported misconduct, and follow-up measures
to be adopted after investigation, as well as provisions
governing relevant personnel’s obligations to coordinate
the investigation and remain confidential.
(3)
To protect the whistleblowers and ensure smooth
whistleblowing channels, the Company has also explicitly
determined whistleblower protection measures in the
Regulations to protect the whistleblowers from adverse
punishment or conduct due to the whistleblowingact.
4. Strengthening Information Disclosure
Does the Company disclose its ethical
corporate management policies and the
results of its implementation on the
Company’s website and MOPS?
The Company has already disclosed the contents of the
Company’s ―Ethical Corporate Management Best Practice
Principles‖ on its official website and MOPS, as well as the
implementation status of annual ethical corporate management
and the handling of relevant education and training on the official
website respectively.
No material deviation
5. If the Company has established its own ethical corporate management policies based on ―Ethical Corporate Management Best Practice Principles for
TWSE/TPEx Listed Companies‖, please describe the implementation and any deviation thereof:
No material deviation from ―Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies‖

175

Evaluation item Operation status Operation status Operation status Deviations from Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and reason
thereof
Yes No Description
6. Other important information to facilitate a better understanding of the Company’s ethical corporate management: (e.g., details of the Company’s review and
correction of its Ethical Corporate Management Best Practice Principles)
None
  • VII) Query methods of the Corporate Governance Best Practice Principles and relevant rules and regulation

  • The Company has established rules and regulations including ―Articles of Incorporation‖, ―Rules of Procedure for the Shareholders’ Meeting‖, ―Corporate Governance Best Practice Principles‖, ―Rules of Procedure for the Board of Directors‖, ―Regulations Governing the Election of Directors‖, ―Rules for Scope of Responsibilities of Independent Directors‖, ―Rules of Organization of the Audit Committee‖, ―Rules of Organization of the Remuneration Committee‖, ―Rules of Organization of the Risk Management Committee‖, ―Rules of Organization of the Corporate Governance and Nomination Committee‖, ―Measures for Performance Evaluation of the Board of Directors‖, ―Procedures for Acquisition or Disposal of Assets‖, ―Ethical Corporate Management Best Practice Principles‖, ―Procedures for Ethical Corporate Management and Policy for Behavioral Management‖, ―Code of Conduct‖, and ―Corporate Sustainable Development Best Practice Principles‖.

  • Relevant rules and regulations of the Company can be queried and downloaded from the Company’s website (http://www.mli.com.tw), and MOPS (http://mops.twse.com.tw/mops/web/index).

  • (VIII) Other important information to facilitate a better understanding of the Company’s corporate governance shall be disclosed as well: Relevant information can be queried from the Company’s website (http://www.mli.com.tw).

176

  • (IX) Implementation of Internal Control System

  • Internal Control Statement

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Mercuries Life Insurance Co., Ltd.

Statement of Internal Control System

The Company hereby declares a statement regarding the results of the self-inspection of the internal control system from January 1, 2023 to December 31, 2023 as follows:

  • I. The Company is aware that the establishment, implementation and administration of the internal control system is the responsibility of the Board of Directors and management, and the Company has established this system. The purpose of the internal control system is to provide reasonable assurance regarding the achievement of objectives relating to operations, financial reporting, and compliance. The objective relating to operations lies in the pursuit of effectiveness and efficiency of the operations, including the goals of profitability, performance, and asset security. The objective relating to financial reporting lies in the pursuit of reliability in external financial reporting. The objective relating to compliance lies in the conformity to relevant laws and regulations. The legal compliance system is a part of the internal control system to serve the purpose of legal compliance. The financial records and statements are consistently prepared according to the Insurance Act and relevant regulations, and they are part of outcomes of the internal control system to serve the purpose of financial reporting.

  • II. The internal control system has its inherent limitations. Regardless of how perfect its design is, an effective internal control system can only provide reasonable assurance regarding the achievement of the aforementioned three objectives; in addition, due to changes in the circumstances and conditions, the effectiveness of the internal control system may change along with them. However, the Company's internal control system has a self-monitoring mechanism. Once a deficiency is identified, the Company will immediately take corrective action.

  • III. The Company judges whether the design and implementation of the internal control system of the Company is effective in accordance with the requirements of the Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises promulgated by the Financial Supervisory Commission (hereinafter referred to as the ―Implementation Regulations‖). The judgment above on the effectiveness of the internal control system is made according to the items for judgment as stipulated in ―Implementation Regulations.‖ The internal control system is divided into five components: (1) Control environment, (2) Risk assessment, (3) Control operations, (4) Information and communication, and (5) Supervision operations. Each component includes a number of items for judgment. For the items above, please refer to the provisions of the ―Implementation Regulations.‖

  • IV. The Company has adopted the aforementioned items for judgment of internal control system to check the design and the effectiveness in the implementation of the internal control system.

  • V. Based on the results of inspections in the preceding paragraph, the Company believes that the design and implementation of the internal control system (including operations, financial reporting, information security, and compliance) during the aforementioned period are valid and can reasonably ensure the Board of Directors and managerial officers are aware of the degree of achievement of objectives relating to operations, financial reporting and compliance with the exception of the items listed in the Schedule. It is also considered that the financial records and statements are prepared in accordance with the Insurance Act and relevant regulations, and the basis for the preparation is consistent and fairly correct.

  • VI. This statement will become the main content of the Company's annual report and prospectus. If the contents disclosed above are false or concealed, it will involve legal liabilities as specified in Articles 20, 32, 171, and 174 of the Securities Exchange Act and the relevant provisions of the Insurance Act.

  • VII. This statement was approved by the Board of Directors of the company on March 13, 2024. To

Financial Supervisory Commission

177

Declarants Chairman: Wong, Chau-Shi (Signature) President: Chen, Hung-Sheng (Signature) General Auditor: Liu, Shu-Ying (Signature) General Compliance Officer of the Institution: (Signature) Hsieh, Shu-Fang Chief Information Security Officer: Chao, (Signature) Hsin-Hui March 13, 2024

178

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Matters to be Strengthened and Improvement Plan for the Internal Control System of Mercuries Life Insurance Co., Ltd.

(Base Date: December 31, 2023)

Scheduled time for Matters to be Strengthened Improvement measures completion of improvement According to 1. The Company will not Improvements have been Chin-Kuan-Pao-Shou-Tzu No. invest in inverse ETF in completed. 11204919452 Punishment the future for the purpose Notification issued by the of risk mitigation. Financial Supervisory 2. The investment policy has Commission on June 2, 2023, a been revised to add a penalty of NT$ 4.8 million was control mechanism that imposed on the Company the changes to asset regarding its investment in allocation of the annual inverse ETF. Relevant opinions business plan reaching the are summarized as follows: materiality criteria shall be During the operations related to submitted to the Board of the investment in inverse ETF, Directors for review and the Company failed to establish a an evaluation mechanism control mechanism or for appropriateness of the implemented internal regulations materiality criteria. in the process of evaluation, 3. The relevant operating decision-making, execution handbooks has been management, review of stop-loss, revised to include etc., indicating a serious operating procedure for deficiency in the internal control RBC Monitoring Meeting system adopted by the Company and guidelines for tracking for fund utilization, risk and reporting the management, and personnel effectiveness of inverse ETF investment. management. 4. Performance measurement standards for executive management have been adjusted. 5. The relevant stock investment stop-loss mechanism has been revised.

179

2. Independent Auditors’ Report

==> picture [420 x 72] intentionally omitted <==

Independent Auditors’ Report on Reasonable Assurance

Mercuries Life Insurance Co., Ltd.,

We have performed necessary procedures for the design and execution status of your internal control system that is related to the external financial reporting (including the correctness of data of the statements applied to the competent authority in accordance with the internal control system that governs financial reporting), guarantee of asset safety (to avoid unauthorized acquisition, use, and disposal of assets), and regulatory compliance on December 31, 2023, and a declaration issued on March 13, 2024 indicating that the internal control system related to the preceding three items was effectively designed and executed as of December 31, 2023.

Objectives, Subject Matter Information, and Applicable Standards

The objectives and subject matter information of this assurance engagement is the design and execution status of the internal control system of Mercuries Life Insurance Co., Ltd. related to the external financial reporting (including the correctness of data of the statements applied to the competent authority in accordance with the internal control system that governs financial reporting), guarantee of asset safety (to avoid unauthorized acquisition, use, and disposal of assets), and regulatory compliance on December 31, 2023 and a declaration issued by Mercuries Life Insurance Co., Ltd. on March 13, 2024 indicating that the internal control system related to the preceding three items was effectively designed and executed as of December 31, 2023 respectively. See Appendix 1 for details.

The applicable standards used to measure or evaluate the preceding objectives of assurance and subject matter information refer to the effectiveness criteria of internal control system indicated in the Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises, the Regulations Governing Foreign Investments by Insurance Companies, and other relevant laws, regulations, and rules.

Inherent Limitations

Since any internal control system has its inherent limitations, it is still possible that the aforesaid internal control system of Mercuries Life Insurance Co., Ltd. would fail to prevent or detect existing errors or frauds. In addition, with the possible environmental change in the future, the extent to which the internal control system is followed may also be lowered. Therefore, the internal control system appearing effective in this period does not necessarily remain the same in

180

the future.

The Management’s Responsibility

The management’s responsibility is to establish an internal control system, review it at any time to sustain the continuous effectiveness of its design and execution, and issue a declaration of internal control system on this basis after evaluation of its effectiveness in accordance with the Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises, the Regulations Governing Foreign Investments by Insurance Companies, and other relevant laws, regulations, and rules.

Auditors’ Responsibility

It is our responsibility to perform necessary procedures for objectives and subject matter information to acquire reasonable assurance, and conclude whether the objectives and subject matter information follow and present fairly the applicable standards in all the material aspects in accordance with Article 26 of the Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises, the Regulations Governing Foreign Investments by Insurance Companies, examples for auditors’ auditing of the internal control system in the insurance industry as specified in Chin-Kuan-Pao-Tsai-Tzu No. 10602506430 Order released on January 15, 2018, Chin-Kuan-Pao-Tsai-Tzu No. 11204939731 Order released on November 13, 2023, and Chin-Kuan-Pao-Tsai-Tzu No. 10904350082 released on January 22, 2021 respectively, and ISAE 3000 ―Assurance Engagement Other than Audits or Reviews of Historical Financial Information‖.

Auditors’ Independence and Quality Management Standards

We and our accounting firm have followed the provisions set forth in Code of Ethics for Professional Accountants regarding independence and other moral standards. The principles of this Code are integrity, objectivity, professional competence and due care, confidentiality, and professional behavior. In addition, our accounting firm follows the required quality management standards, and sustains a complete management system which contains written policies and procedures pertaining to the compliance with the Code of Ethics for Professional Accountants, professional criteria, and applicable laws and regulations.

A Summary of Procedures Performed

We planned and executed necessary procedures based on our professional judgment to acquire evidence relating to the objectives and subject matter information. The procedures performed include the understanding of the Company’s internal control system, the evaluation of the process of the management’s assessment of the effectiveness of the internal control system, testing and evaluation of the effectiveness of the design and execution of the internal control system related to external financial reporting (including the correctness of data of the statements applied to the competent authority in accordance with the internal control system that governs financial reporting), guarantee of asset safety (to avoid unauthorized acquisition, use, and

181

disposal of assets), and regulatory compliance, as well other assurance procedures deemed necessary.

Conclusion on Assurance

According to our opinion, the design and execution of the internal control system of Mercuries Life Insurance Co., Ltd. related to external financial reporting (including the correctness of data of the statements applied to the competent authority in accordance with the internal control system that governs financial reporting), guarantee of asset safety (to avoid unauthorized acquisition, use, and disposal of assets), and regulatory compliance on December 31, 2023 complied with the effectiveness criteria of the internal control system specified in the Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises, the Regulations Governing Foreign Investments by Insurance Companies, and other relevant laws, regulations, and rules, with effectiveness sustained; the declaration issued by Mercuries Life Insurance Co., Ltd. on March 13, 2024 indicating that the internal control system related to the preceding three items was effectively designed and executed as of December 31, 2023 was presented fairly in all material aspects.

Emphasis of Matter Paragraph

Pursuant to the declaration in the fifth paragraph of the subject matter information, we have already checked the improving measures taken to address to penalty imposed by the competent authority (the Financial Supervisory Commission) on Mercuries Life Insurance Co., Ltd. in 2023. For more information regarding our tracking of the improvement of the aforesaid punishment, you may refer to Appendix 2. We haven’t corrected our conclusion on assurance for the preceding matter.

KMPG

CPAs

Hsieh, Chiu-Hua (signature and seal) Chen, Chun-Kuang (signature and seal)

March 13, 2024

182

Appendix 1

Mercuries Life Insurance Co., Ltd. Follow-ups of the Improvements Required for the Declaration of Internal Control System in 2023

The improvements required for the Declaration of Internal Control System of Mercuries Life Insurance Co., Ltd. in 2023 have been reviewed, and the handling of improving measures have been followed up. As of this report date, improving measures have been inspected and confirmed as free from major abnormality. It is thus explained in the table below.

Improvements required Improving measures Scheduled/actual
time of
completion
Recheck and follow-ups of the
improvements
According
to
Chin-Kuan-Pao-Shou-Tzu
No.
11204919452
Punishment
Notification
issued by the Financial
Supervisory Commission
on June 2, 2023, a penalty
of NT$ 4.8 million was
imposed on the Company
regarding its investment in
inverse ETF. Relevant
opinions are summarized
as follows:
All improvements
have
been
completed.



During
the
operations
related to the investment
in
inverse
ETF,
the
Company
failed
to
establish
a
control
mechanism
or
implemented
internal
regulations in the process
of
evaluation,
decision-making,
execution
management,
review of stop-loss, etc.,
indicating
a
serious
deficiency in the internal
control system adopted by
the Company for fund
utilization,
risk
management,
and
personnel management.
1. The Company will
not invest in inverse
ETF in the future for the
purpose
of
risk
mitigation.
Through the review of ―Regulations
Governing the Stock Asset Risks‖ on
October 21, 2022, relevant content
regarding the investments in domestic
and foreign inverse ETFs for the
purpose of risk reduction was already
deleted, and it was signed off by the
Chairman and then published for
application.
2.
The
investment
policy has been revised
to
add
a
control
mechanism
that
the
changes
to
asset
allocation of the annual
business plan reaching
the materiality criteria
shall be submitted to
the Board of Directors
for
review
and
an
evaluation mechanism
for appropriateness of
Through the review of ―Investment
Policy‖ on June 29, 2023, a control
mechanism
to
address
significant
changes in the asset allocation of the
annual business plan was added, and
the materiality level of each asset type
submitted to the Board of Directors for
review
was
determined.
The
appropriateness of materiality will be
reviewed once half a year.

183

Improvements required Improving measures Scheduled/actual
time of
completion
Recheck and follow-ups of the
improvements
the materiality criteria.
3.
The
relevant
operating
handbooks
has been revised to
include
operating
procedure
for
RBC
Monitoring
Meeting
and
guidelines
for
tracking and reporting
the
effectiveness
of
inverse
ETF
investment.
1. Through the review of Section 5
―Operating
Procedure
for
RBC
Monitoring Meeting‖, Chapter 2 of
Operation Handbook for Actuarial
Management Section on November 4,
2022, the related contents include:
(1) Purpose of meeting: To properly
manage RBC, the Company regularly
assigns the President to convene RBC
monitoring meeting. The actuarial
department
is
responsible
for
summarizing
the
latest
financial
forecast
information
provided
by
relevant business units and estimating
the latest results of RBC as reference
information for corporate management.
(2) Orientation of meeting: This
meeting is only a cross-departmental
communication
platform,
and
is
intended to provide the supervisors of
relevant departments with the RBC
measurement results obtained based on
the latest financial forecast as reference
information for corporate management.
Also, this mechanism assists the
tracking
of
improving
measures
reported to the competent authority.
(3) Authorities and responsibilities of
the meeting: This meeting is not a
decision-making meeting, and it only
provides the latest estimation results of
RBC. In case of any decision-making
direction, the responsible units shall
still handle it according to the existing
mechanism
and
hierarchical
authorization.
(4) Data generated from the meeting:
The
latest
financial
forecast
information
provided
by
relevant
business
units
are
summarized
according to the schedule of RBC
monitoring meeting. The meeting data
provided includes ―Tracking Matters in
the Previous Meeting‖ and RBC
related data in the current period.
2. Through the review of Section 3,
Chapter 1 of Operation Handbook of
EquityInvestment Department on

184

Improvements required Improving measures Scheduled/actual
time of
completion
Recheck and follow-ups of the
improvements
February 24, 2023, a process of Taiwan
stock
inverse
ETF
interlocking
mechanism was added.
3. Through the review of the meeting
report of the 7thInvestment Committee
in 2023, it was already indicated on
page 57 that the implementation effect
was reported through the inverse
interlocking mechanism
4. Through the review of inverse
position and forward position (group
M1A16) in September 2023, the
interlocking ratio fell in the determined
interval of90%-110%.
4. Performance
measurement standards
for
executive
management have been
adjusted.
1. ―Key Performance Indicator‖ of the
Chief Investment Officer in 2022 were
acquired from the HR Department and
it was confirmed through review that
the indicators already included the
realized, unrealized, and processing
progress inclusion indicators of Yuanta
Daily Taiwan 50 Bear -1X ETF.
2. Through review of Chapter 19 of
Human Resources Handbook revised
on July 28, 2022, the value of
unrealized profit or loss by ―Coverage
Method‖ used for trial calculation of
financial
assets
before
and
after
inclusion to EPS was determined, and
RBC value not affected by the 1X
inverse ETF was provided to the HR
Department for the Remuneration
Committee to measure the performance
of management executives.
5. The relevant stock
investment
stop-loss
mechanism has been
revised.
Through the review of ―Regulations
Governing the Stock Asset Risks‖ on
October 21, 2022, a stock investment
stop-loss mechanism was established,
which contained due stop-loss ratio,
date
of
stop-loss,
subsequent
management,
and
application
of
exceptions.

(X) If the results of legal penalties to the Company and its internal personnel, or penalties of the Company to the internal personnel for the violation of the provisions of the internal control system in the most recent fiscal year and as of the publication date of the annual report may have a material impact on the shareholders’ equity or securities price, the contents of such punishments, principal deficiencies and improvements shall be described.

185

Chin-Kuan-Pao-Shou-Tzu No. 11204919452 Punishment Notification issued by the Financial Supervisory Commission on June 2, 2023:

  • I. Content of punishment: A penalty of NT$ 4.8 million was imposed according to the provisions of Paragraph 4 of Article 171-1 of the Insurance Act.

  • II. Main deficiency: During the operations related to the investment in inverse ETF, the Company failed to establish a control mechanism or implemented internal regulations in the process of evaluation, decision-making, execution management, review of stop-loss, etc., indicating a serious deficiency in the internal control system adopted by the Company for fund utilization, risk management, and personnel management.

  • III. Improvement status:

  • The Company will not invest in inverse ETF in the future for the purpose of risk mitigation.

  • The investment policy has been revised to add a control mechanism that the changes to asset allocation of the annual business plan reaching the materiality criteria shall be submitted to the Board of Directors for review and a evaluation mechanism for appropriateness of the materiality criteria.

  • The relevant operating handbooks has been revised to include operating procedure for RBC Monitoring Meeting and guidelines for tracking and reporting the effectiveness of inverse ETF.

  • Performance measurement standards for executive management have been adjusted.

  • The relevant stock investment stop-loss mechanism has been revised.

186

  • (XI) Material resolutions of the Shareholders’ Meeting and the Board of Directors in the most recent fiscal year and as of the publication date of the annual report

  • Material resolutions of the Shareholders’ Meeting

(1) Regular Shareholders’ Meeting on June 15, 2023

Material resolution made by the
Shareholders’ Meeting
Resolution result Implementation status and
review
Approval of Acknowledgement of
the Business Report and Financial
Statements in the Year 2022


Voting results of this proposal: The number of voting rights held by the
attending shareholders reached 2,629,758,631 (among which 2,570,262,459
voting rights exercised by electronic voting) upon voting; 2,530,998,069 voting
rights (among which 2,492,891,715 voting rights exercised by electronic voting)
were exercised in favor of this proposal, and 13,120,372 voting rights (among
which 6,848,524 voting rights exercised by electronic voting) were exercised
against this proposal. There were 0 invalid voting rights, and 85,640,190
waived/unexercised voting rights (among which 70,522,220 voting rights
exercised by electronic voting). The number of voting rights in favor of this
proposal accounted for 96.24% of the total voting rights held by the attending
shareholders, and therefore thisproposal was approved as submitted.










The
resolution
result
was
already followed, and relevant
announcement was released.
Approval of Acknowledgement of
the Proposal for 2022 Deficit
Compensation


Voting results of this proposal: The number of voting rights held by the
attending shareholders reached 2,629,758,631 (among which 2,570,262,459
voting rights exercised by electronic voting) upon voting; 2,533,194,291 voting
rights (among which 2,495,087,937 voting rights exercised by electronic voting)
were exercised in favor of this proposal, and 13,728,107 voting rights (among
which 7,456,259 voting rights exercised by electronic voting) were exercised
against this proposal. There were 0 invalid voting rights, and 82,836,233
waived/unexercised votingrights(amongwhich 67,718,263 votingrights








The
resolution
result
was
already followed, and relevant
announcement was released.

187

Material resolution made by the
Shareholders’ Meeting
Resolution result Implementation status and
review
exercised by electronic voting). The number of voting rights in favor of this
proposal accounted for 96.32% of the total voting rights held by the attending
shareholders, and therefore this proposal was approved as submitted.

Approval
of
Discussion
of
Proposal to Amend the ―Rules of
Procedure
for
Shareholders
Meetings‖



Voting results of this proposal: The number of voting rights held by the attending
shareholders reached 2,629,758,631 (among which 2,570,262,459 voting rights
exercised by electronic voting) upon voting; 2,518,372,482 voting rights (among
which 2,480,266,128 voting rights exercised by electronic voting) were
exercised in favor of this proposal, and 13,433,290 voting rights (among which
7,161,442 voting rights exercised by electronic voting) were exercised against
this proposal. There were 0 invalid voting rights, and 97,952,859
waived/unexercised voting rights (among which 82,834,889 voting rights
exercised by electronic voting). The number of voting rights in favor of this
proposal accounted for 95.76% of the total voting rights held by the attending
shareholders, and therefore thisproposal was approved as submitted.










The amendment to ―Rules of
Procedure for the Shareholders’
Meeting‖
was
completed
according to the resolution
result, and the corresponding
operation
was
conducted
according
to
the
new
procedures.

188

Material resolution made by the
Shareholders’ Meeting
Resolution result Resolution result Resolution result Implementation status and
review
Election of the Board of Directors
for the 11th Term (Including 7
Directors
and
4
Independent
Directors)


Change
registration
at
the
Ministry of Economic Affairs
according to the resolution
result.
Director Number of voting rights
for successful election
Mercuries & Associates Holding, Ltd.
Representative: Wong,Chau-Shi
4,312,324,555
Mercuries & Associates Holding, Ltd.
Representative: Chen,Chin-Tsai
2,202,510,199
Mercuries & Associates Holding, Ltd.
Representative: Wong,Wei-Chyun
2,658,604,459
Mercuries & Associates Holding, Ltd.
Representative: Hsu,Chin-Hsin
2,203,849,668
Chen, Shiang-Li 2,678,961,704
Cheng, Chun-Nong 2,200,598,443
Wang, Chih-Hua 2,202,404,565
Independent director Number of votingrights for successful election
HenryYang 2,286,856,565
Kuo, Wei-Yu 2,286,579,669
Tu, Te-Cheng 2,293,905,836
Liou, Han-Tzong 2,297,135,209

189

(2) Special Shareholders’ Meeting on November 3, 2023

Material resolution made by the
Shareholders’ Meeting
Resolution result Implementation status and review
Approval of Discussion of the
Proposal on the Issuance of New
Common Shares through Private
Placement



Voting results of this proposal: The number of voting rights held by the
attending
shareholders
reached
2,554,570,769
(among
which
2,545,117,926 voting rights exercised by electronic voting) upon
voting; 2,320,288,204 voting rights (among which 2,313,123,982
voting rights exercised by electronic voting) were exercised in favor of
this proposal, and 191,842,654 voting rights (among which
191,842,654 voting rights exercised by electronic voting) were
exercised against this proposal. There were 0 invalid voting rights, and
42,439,911 waived/unexercised voting rights (among which 40,151,290
voting rights exercised by electronic voting). The number of voting
rights in favor of this proposal accounted for 90.82% of the total voting
rights held by the attending shareholders, and therefore this proposal
was approved as submitted.












On March 13, 2024, the Board of
Directors passed a resolution to increase
investment channels. Also, a new
proposal for private placement was
submitted, and this proposal for private
placement would no longer be handled.

190

  1. Material resolutions of the Board of Directors

  2. (1) 33[rd] meeting of the 10[th] Board of Directors on March 9, 2023

    • Approval of the financial report of 2022

      • Implementation status: It was already handled according to the resolution, and material information was released.
    • Approval of the convening of the regular Shareholders’ Meeting in 2023 Implementation status: It was already handled according to the resolution, and material information was released.

  3. (2) 34[th] meeting of the 10[th] Board of Directors on April 20, 2023

    • Approval of proposal for dividend distribution in 2022 Implementation status: It was already handled according to the resolution, and material information was released.

    • Approval of agenda of the Shareholders’ Meetings in 2023

      • Implementation status: It was already handled according to the resolution, and material information was released.
  4. (3) 35[th] meeting of the 10[th] Board of Directors on May 12, 2023

    • Approval of the financial report of the first quarter of 2023

      • Implementation status: It was already handled according to the resolution, and material information was released.
    • Approval of the proposal for new appointment of Chief Financial Officer and Spokesperson

      • Implementation status: It was already handled according to the resolution, and material information was released.
    • Approval of the proposal for the new appointment of Chief Information Officer

      • Implementation status: It was already handled according to the resolution, and material information was released.
  5. (4) 36[th] meeting of the 10[th] Board of Directors on June 1, 2023

    • Approval of donation to a related party

      • Implementation status: It was already handled according to the resolution, and material information was released.
    • Approval of the proposal for new appointment of Chief Financial Director

      • Implementation status: It was already handled according to the resolution, and material information was released.
  6. (5) 1[st] interim meeting of the 11[th] Board of Directors on June 15, 2023

191

  • Approval of election and appointment of Chairman

    • Implementation status: It was already handled according to the resolution, and material information was released.
  • Approval of election of the 2[nd] Corporate Governance and Nomination Committee and appointment of convener

    • Implementation status: It was already handled according to the resolution, and material information was released.
  • (6) 1[st] meeting of the 11[th] Board of Directors on June 29, 2023

  • Approval of the proposal for appointment of members of the 5[th] Remuneration Committee

    • Implementation status: It was already handled according to the resolution, and material information was released.
  • (7) 3[rd] meeting of the 11[th] Board of Directors on August 11, 2023

  • Approval of issuance of ordinary shares by capital increase by cash Implementation status: It was already handled according to the resolution, and material information was released.

  • Approval of the financial report of the second quarter of 2023 Implementation status: It was already handled according to the resolution, and material information was released.

  • Approval of donation to a related party

    • Implementation status: It was already handled according to the resolution, and material information was released.
  • (8) 4[th] meeting of the 11[th] Board of Directors on September 14, 2023

  • Approval of the convening of the 1[st] Special Shareholders’ Meeting in 2023

    • Implementation status: It was already handled according to the resolution, and material information was released.
  • Approval of the proposal for not continually handling the issuance of ordinary shares by private placement passed in the first interim Shareholders’ Meeting in 2022

    • Implementation status: It was already handled according to the resolution, and material information was released.
  • Approval of the proposal for issuance of common shares by private placement

    • Implementation status: It was already handled according to the resolution, and material information was released.

192

  • (9) 2[nd] interim meeting of the 11[th] Board of Directors on October 26, 2023

  • Approval of the proposal for new appointment of Chief Investment

Officer

Implementation status: It was already handled according to the resolution, and material information was released.

  • (10) 6[th] meeting of the 11[th] Board of Directors on November 9, 2023

    • Approval of the financial report of the third quarter of 2023 Implementation status: It was already handled according to the resolution, and material information was released.
  • (11) 7[th] meeting of the 11[th] Board of Directors on December 21, 2023

    • Approval of the acquisition of right-of-use assets from stakeholders Implementation status: It was already handled according to the resolution, and material information was released.
  • (XII) Major contents of records or written statements regarding different opinions of directors or supervisors on the material resolutions passed by the Board of Directors in the most recent fiscal year and as of the publication date of the annual report: None

  • (XIII) Summary of resignation and removal of chairman, president, accounting officer, financial officer, internal audit officer, corporate governance officer and R&D officer in the most recent fiscal year and as of the publication date of the annual report:

Summary of Resignation or Removal of Related Persons of the Company

Summary of Resignation or Removal of Related Persons of the Company Summary of Resignation or Removal of Related Persons of the Company Summary of Resignation or Removal of Related Persons of the Company Summary of Resignation or Removal of Related Persons of the Company Summary of Resignation or Removal of Related Persons of the Company
February29, 2024
Title
Name
Date of
appointment
Date of
removal
Reason for
resignation or
removal
Assistant Vice
President
(Financial
Supervisor)
Chou,
Hsiao-Ting
October 6,
2011
June 1, 2023
Resignation for
retirement (Note 1)
Chief Financial
Officer
Tseng,
Yu-Fang
May 18, 2021 May 22, 2023Job adjustment (Note
2)
Chief Investment
Officer
Liao,
Jui-Hsiung
August 1,
2022
November 1,
2023
Job adjustment
(Note3)
Title Name Date of
appointment
Date of
removal
Reason for
resignation or
removal
Assistant Vice
President
(Financial
Supervisor)
Chou,
Hsiao-Ting
October 6,
2011
June 1, 2023 Resignation for
retirement (Note 1)
Chief Financial
Officer
Tseng,
Yu-Fang
May 18, 2021 May 22, 2023 Job adjustment (Note
2)
Chief Investment
Officer
Liao,
Jui-Hsiung
August 1,
2022
November 1,
2023
Job adjustment
(Note3)

Note 1: Assistant Vice President Chou, Hsiao-Ting, the former financial supervisor, applied for retirement. Lin, Pi-Hua served as the new financial supervisor, which took effect since June 1, 2023. Note 2: Vice President Tseng, Yu-Fang, the former Chief Financial Officer, has his job adjusted. Lin, Pi-Hua served as the new Chief Financial Director, which took effect since May 22, 2023. Note 3: Vice President Liao, Jui-Hsiung, the former Chief Financial Officer, has his job adjusted. Tsao, Kuang-Chih served as the new Chief Investment Director, which took effect since November 1, 2023.

193

V. Information on CPA Professional Fees

  • (I) Information on CPA professional fees:

Unit: NT$ 1,000

Name of
accounting
firm
Names of
CPAs
CPA audit period Audit fee Non-audi
t fee
Total Remark
KPMG Chen,
Chun-Kuang
2023 6,059 3,955 10,014
Hsieh,
Chiu-Hua

The non-audit fee includes tax certification fee of NT$ 770,000, internal project review fee of NT$ 2,160,000, and other fees of NT$ 1,025,000.

  1. The Company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year: None.

  2. The audit fees paid for the current year are lower than those for the previous year by 10% or more: None.

  3. (II) The audit fee referred to in the preceding item refers to the fee paid by the Company to CPAs for the auditing, review, and recheck of relevant financial reports as well as review of financial forecasts.

VI. Information on Replacement of CPAs:

The former CPAs were Chou, Pao-Lien and Hsieh, Chiu-Hua. Due to the internal job adjustment of the accounting firm, the CPAs were changed to Chen, Chun-Kuang and Hsieh, Chiu-Hua since the first quarter of 2023.

  1. Former CPAs
Former CPAs
Date of replacement Proposed to the Board of Directors for discussion and
approval on December 22, 2022, and CPAs changed
since the firstquarter of 2023
Reason
for
replacement
and
description

To coordinate with the internal adjustment of the
accountingfirm where CPAs work
Description
of
termination
by
appointing party or CPAs, or
non-acceptance of appointment


Party concerned
Condition

CPA
Appointing
party
Proactive
termination
of
appointment

N/A
N/A

194

No acceptance (renewal) of
appointment
No acceptance (renewal) of
appointment
No acceptance (renewal) of
appointment

N/A
N/A
Unqualified
opinions
of
audit
reports issued in the last two years
and reasons thereof

None
Opinions different from those of the
Company or not
Yes Accounting principles orpractice
Disclosure of financial reports
Scope or steps of audit
Others
No
Description None
Other disclosures
(Those that should be disclosed
according
to
Items
4-7,
Subparagraph
1,
Paragraph
6,
Article 10 of the Regulations
Governing
Information
to
be
Published in Annual Reports of
Public Companies)





None
  1. Succeeding CPAs
. SucceedingCPAs
Name of accountingfirm KPMG
Names of CPAs Chen,Chun-Kuangand Hsieh,Chiu-Hua
Date of appointment Proposed to the Board of Directors for discussion
and approval on December 22, 2022, and CPAs
changed since the firstquarter of 2023
Consulting of accounting treatment
methods or accounting principles for
specific transactions as well as
opinions possibly issued on the
financial reports before appointment,
as well as results





None
Written opinion of succeeding CPAs
on the different opinions of former
CPAs


None
  1. Reply letter from former CPAs to matters stipulated in Subparagraph 1 and Subparagraph 2-3, Paragraph 6, Article 10 of the Regulations Governing Information to be Published in Annual Reports of Public Companies): None.

195

  • VII. The Company’s Chairman, President, and Managerial Officers in Charge of Finance or Accounting Holding a Position in the CPAs’ Accounting Firm or Its Affiliated Enterprise(s) in the Most Recent Fiscal Year: None.

VIII.Equity Changes (Transfer/Pledge) of Directors, Supervisors, Managerial Officers, and Shareholders with Shareholding Ratio above 10% in the Most Recent Fiscal Year and as of the Publication Date of the Annual Report: If a counterparty of equity transfer or pledge is a related party, this counterparty’s name, relations with the Company, directors, supervisors, managerial officers, and shareholders with shareholding ratio above 10%, and number of shares acquired or pledged shall be disclosed.

(I) Equity changes of directors, managerial officers, and major shareholders

  1. Ordinary shares Unit: Share
1. Ordi naryshares Unit: Share Unit: Share
Title Name 2023 As of April 16,2024
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Chairman Mercuries & Associates Holding,
Ltd.

141,687,564

0

0

0
Representative of corporate
director

Wong, Chau-Shi
0
0

0

0
Director Mercuries & Associates Holding,
Ltd.

141,687,564

0

0

0
Representative of corporate
director

Chen, Chin-Tsai
0
0

0

0
Representative of corporate
director

Hsu, Chin-Hsin
29,271
0

0

0
Representative of corporate
director

Wong, Wei-Chyun
0
0

0

0
Director Chen, Shiang-Li (Note 28) 0
0

0

0
Director Wang, Chih-Hua 104,656
0

52,000

0
Director Cheng, Chun-Nong 0
0

0

0
Independent director HenryYang 0
0

0

0
Independent director Justin Tsai(Note 1) (Note 1)
(Note 1)

(Note 1)

(Note 1)
Independent director Kuo, Wei-Yu 0
0

0

0
Independent director Liou, Han-Tzong (Note 2) 0
0

0

0
Independent director Tu, Te-Cheng (Note 3) 0
0

0

0
Major
shareholders
with
Mercuries & Associates Holding, 141,687,564
0

0

0

196

Title Name 2023 2023 As of April 16,2024 As of April 16,2024
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
shareholding
ratio
above
10%

Ltd.
President Chen, Hung-Sheng 484,000
0

0

0
Executive Vice President Money Chang 1,570,195
0

0

0
Executive Vice President Huang, Wen-Chung 1,787,001
0

(130,000)

0
Senior Vice President Lin, Ching-Hsiang (26,000)
0

0

0
Senior Vice President Yuan, Hsin-Le (Note 4) (Note 4)
(Note 4)

(Note 4)

(Note 4)
Senior Vice President Tseng, Yu-Fang (Note 5) (Note 5)
(Note 5)

(Note 5)

(Note 5)
Senior Vice President
(Financial Supervisor)
Lin, Pi-Hua (Note 6) 24,000
0

0

0
Senior Vice President Hsieh, Ming-Chin (Note 7) 249,099
0

0

0
Senior Vice President Tsao, Kuang-Chih (Note 8) 0
0

0

0
Senior Vice President Liu, Shu-Ying 0
0

0

0
Vice President Kuo, Shu-Yi (206,904)
0

0

0
Vice President Tso, Nan-Hsing 296,000
0

0

0
Vice President Yang, Yi-Cheng 42,750
0

0

0
Vice President Huang, Au-Hua 0
0

0

0
Vice President Liao, Kuo-Hsien 0
0

0

0
Vice President Tsai, Kuo-Liang 36,000
0

0

0
Vice President Hsu, Chien-Wen (100,110)
0

0

0
Vice President Tien, Yu-Ping 0
0

0

0
Vice President Chang, Ching-Shih 0
0

0

0
Vice President Chen, Yen-Chang 36,000
0

0

0
Vice President Huang, Chiu-Yuan 103,759
0

0

0
Vice President Kao, Chih-Chiang 181,303
0

0

0
Vice President Liu, Rui-Yu (36,836)
0

0

0
Vice President Li, Chien-Hsun 0
0

0

0
Vice President Lin, Ta-Chun (Note 9) (Note 9)
(Note 9))

(Note 9)

(Note 9)
Vice President Cheng, Chih-Kai 157,900
0

0

0
Vice President Hsieh, Shu-Fang 0
0

0

0
Vice President Chen, Li-Chun 18,000
0

0

0
Vice President Li, Yi-Chen (Note 10) (Note 10)
(Note 10)

(Note 10)

(Note 10)
Vice President Chen, Chih-Hsiang (Note 11) (Note 11)
(Note 11)

(Note 11)

(Note 11)
Vice President Kuo, Yi-Yang 0
0

0

0
Vice President Chao, Hsin-Hui 0
0

0

0
Vice President Liu, Hsien-Ru 33,575
0

(25,000)

0

197

Title Name 2023 2023 As of April 16,2024 As of April 16,2024
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Vice President Liao, Jui-Hsiung (Note 12) 0
0

(Note 12)

(Note 12)
Vice President Su, Chun-Sheng (41,967)
0

(9,033)

0
Vice President
(AccountingOfficer)
Woody S.M.Fang 16,394
0

31,298

0
Vice President Lo, Ju-Chiang 83,605
0

0

0
Vice President Wu, Chung-Ru (2,000)
0

0

0
Vice President Guo, Rong-Jian (Note 13) 30,000
0

0

0
Vice President Guo, Yi-Long (Note 14) 15,000
0

0

0
Vice President Chang, An-Chun (Note 15) 44,021
0

0

0
Vice President Chen, Chin-Wang (Note 16) 0
0

0

0
Vice President Kuo, Chun-Jen (Note 29) (Note 29)
(Note 29)

0

0
Assistant Vice President Chang, Che-Wei 215,044
0

0

0
Assistant Vice President Yang, Chieh-Lung 15,000
0

0

0
Assistant
Vice
President
(Financial Supervisor)

Chou, Hsiao-Ting (Note 17)
(Note 17)
(Note 17)

(Note 17)

(Note 17)
Assistant Vice President Chen, Li-Yung(Note 35) 105,000
0

(Note 35)

(Note 35)
Assistant Vice President Tso, Hung-Hsuan 0
0

0

0
Assistant Vice President Sung, Chien-Hui 31,955
0

0

0
Assistant Vice President Tsao, Chih-Han 141,000
0

0

0
Assistant Vice President Lin, Shu-Hui 126,597
0

0

0
Assistant Vice President Zhu, Shi-Ling 0
0

0

0
Assistant Vice President Zhang, Qi-Xi 0
0

0

0
Assistant Vice President Wang, Shou-Fa 0
0

0

0
Assistant Vice President Li, Sen-Chou (2,052)
0

0

0
Assistant Vice President Zhuang, Ya-Lun 100,144
0

0

0
Assistant Vice President Chen, Li-Ying 26,000
0

0

0
Assistant Vice President Yen, Chiu-I 13,000
0

0

0
Assistant Vice President Hsu, Chia-Chun 58,931
0

0

0
Assistant Vice President Hung, Shih-Han (35,000)
0

0

0
Assistant Vice President Kuan, Chun-Tang 16,287
0

0

0
Assistant Vice President Peng, Chih-Chuan 40,494
0

0

0
Assistant Vice President Wang, Shun-Chi 155,541
0

0

0
Assistant Vice President Li, Kung-Chuan 0
0

0

0
Assistant Vice President Chen, Yi-Jing 757
0

0

0
Assistant Vice President Fang, Cai-Ling 33,000
0

0

0
Assistant Vice President Jhang, Cuei-Ling(Note 36) 15,000
0

(Note 36)

(Note 36)

198

Title Name 2023 2023 As of April 16,2024 As of April 16,2024
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Increase
(decrease) of
shares held
Increase
(decrease) of
sharespledged
Assistant Vice President You, Wei-Nan (Note 18) 0
0

(Note 18)

(Note 18)
Assistant Vice President Li, Jhao-Yuan (Note 19) 30,000
0

0

0
Assistant Vice President Yang, Jhih-Sian (Note 20) 160,903
0

(40,999)

0
Assistant Vice President Li, Jing-Yang (Note 21) 107,826
0

(100,000)

0
Assistant Vice President Dong, Li-Jhu (Note 22) 465,301
0

0

0
Assistant Vice President Su, Yu-Jhen (Note 23) 15,000
0

(Note 23)

(Note 23)
Assistant Vice President Tsai, Han-Ling (Note 24) (Note 24)
(Note 24))

(Note 24)

(Note 24))
Assistant Vice President Chang, Ching-Wen (Note 25) 0
0

0

0
Assistant Vice President Lin, Kuei-Ying (Note 26) 0
0

0

0
Assistant Vice President Hsieh, Chia-Ling (Note 30) (Note 30)
(Note 30)

0

0
Assistant Vice President Chen, Yung-Chun (Note 31) (Note 31)
(Note 31)

0

0
Assistant Vice President Chen, Yi-Chiu (Note 32) (Note 32)
(Note 32)

0

0
Assistant Vice President Chiu, Hou-Lin (Note 33) (Note 33)
(Note 33)

0

0
Assistant Vice President Chen, Hsiao-Chuan (Note 34) (Note 34)
(Note 34)

0

0
Manager Lin, Ching-I (Note 27) 23,000
0

0

0

Note 1: Removed from office on June 15, 2023.

Note 2: Taking office on June 15, 2023. Note 3: Taking office on June 15, 2023. Note 4: Removed from office on June 1, 2023. Note 5: Removed from office on July 1, 2023. Note 6: Taking office on May 22, 2023. Note 7: Taking office on June 1, 2023. Note 8: Taking office on November 1, 2023. Note 9: Removed from office on January 7, 2023. Note 10: Removed from office on September 8, 2023. Note 11: Removed from office on July 15, 2023. Note 12: Removed from office on January 1, 2024 Note 13: Promoted on January 1, 2024. Note 14: Promoted on January 1, 2024. Note 15: Promoted on January 1, 2024. Note 16: Promoted on January 1, 2024. Note 17: Removed from office on June 1, 2023. Note 18: Removed from office on January 1, 2024 Note 19: Taking office on January 30, 2023. Note 20: Taking office on February 1, 2023. Note 21: Taking office on February 1, 2023. Note 22: Taking office on February 1, 2023. Note 23: Removed from office on February 27, 2023. Note 24: Taking office on April 19, 2023. Note 25: Taking office on August 1, 2023. Note 26: Appointed on August 7, 2023. Note 27: Taking office on May 12, 2023. Note 28: Newly appointed as natural-person director upon direct reelection on June 15, 2023. Note 29: Taking office on February 1, 2024

Note 30: Taking office on February 1, 2024 Note 31: Taking office on February 1, 2024 Note 32: Taking office on February 1, 2024 Note 33: Taking office on February 1, 2024 Note 34: Taking office on February 1, 2024 Note 35: Removed from office on March 1, 2024 Note 36: Removed from office on March 1, 2024

199

(II) Information on counterparties of equity transfer as related parties: None.

(III) Information on counterparties of equity pledge as related parties: None.

IX. Information on Top-10 Shareholders with a Related Party Relationship, or Spousal Relationship, or Kinship within the Second Degree

(I) Ordinary shares April 16, 2024

Name Shares held Shares held Shares held by
spouse and minor
children
Shares held by
spouse and minor
children
Total shares held
in the name of
others
Total shares held
in the name of
others
Name or designation and relation
of top-10 shareholders with a
related party relationship, or
spousal relationship, or kinship
within the second degree
Name or designation and relation
of top-10 shareholders with a
related party relationship, or
spousal relationship, or kinship
within the second degree
Remark
Number Ratio
(%)
Number Ratio
(%)
Number Ratio
(%)
Name (or
designation)
Relationship
Mercuries
&
Associates Holding,
Ltd.
1,642,751,926 32.21 0 0.00 0 0.00 (1) Mercury Fu
Bao Co., Ltd.
(2) Mercuries &
Associates, Ltd.
(3)
Shangling
Investment
Co.,
Ltd.
(4)
Shunren
Investment
Co.,
Ltd.






(1)(2) are the
subsidiaries of
Mercuries
&
Associates
Holding,
Ltd.
(3)(4) are the
directors
of
Mercuries
&
Associates
Holding,Ltd.
Representative:
Chen, Shiang-Li
0 0.00 2,730,711 0.05 0 0.00 (1)
Chen,
Shiang-Li
(2)
Hsu,
Chang-Hui(3)
Chen,
Shiang-Feng
(1)(3)
are
relatives of (2)
within the first
degree.(1)(3) are
relatives
within
the
second
degree.

Prosper
Asia
Investment Limited
254,465,000 4.99 0 0.00 0 0.00 None None
Representative:
Wang,Kun-Wei
0 0.00 0 0.00 0 0.00 None None
Shangling
Investment Co., Ltd
189,540,864 3.72 0 0.00 0 0.00 Mercuries
&
Associates
Holding, Ltd
Director
of
Mercuries
&
Associates
Holding,Ltd.
Representative: Hsu,
Chang-Hui
1,235,000 0.02 0 0.00 0 0.00 (1)
Chen,
Shiang-Li
(2)
Hsu,
Chang-Hui(3)
Chen,
Shiang-Feng
(1)(3)
are
relatives of (2)
within the first
degree.
(1)(3) are
relatives within
the second
degree.
Shuren
Investment
Co., Ltd.
188,500,099 3.70 0 0.00 0 0.00 Mercuries
&
Associates
Holding, Ltd
Director
of
Mercuries
&
Associates
Holding,Ltd.
Representative:
Wong, Wei-Chyun
0 0.00 0 0.00 0 0.00 None None
Mercuries Fu Bao
Co., Ltd.
138,753,502 2.72 0 0.00 0 0.00 Mercuries
&
Associates
Holding, Ltd.
Parent
company
of
Mercuries Fu
Bao Co.,Ltd.

200

Name Shares held Shares held Shares held by
spouse and minor
children
Shares held by
spouse and minor
children
Total shares held
in the name of
others
Total shares held
in the name of
others
Name or designation and relation
of top-10 shareholders with a
related party relationship, or
spousal relationship, or kinship
within the second degree
Name or designation and relation
of top-10 shareholders with a
related party relationship, or
spousal relationship, or kinship
within the second degree
Remark
Number Ratio
(%)
Number Ratio
(%)
Number Ratio
(%)
Name (or
designation)
Relationship
Representative:
Wang,Hsien-Chang
766,865 0.02 0 0.00 0 0.00 None None
Mercuries
&
Associates, Ltd.
86,361,379 1.69
0
0.00 0 0.00 Mercuries &
Associates
Holding,Ltd.
Parent company
of Mercuries &
Associates, Ltd
Representative:
Chen, Shiang-Feng
1,021,507 0.02 0 0.00 0 0.00





(1)
Chen,
Shiang-Li
(2)
Hsu,
Chang-Hui
(3)
Chen,
Shiang-Feng
(1)(3)
are
relatives of (2)
within the first
degree.
(1)(3)
are
relatives
within
the
second
degree.


Chase Bank Trust
Advanced Starlight
Composite
International
Stock
Index
43,562,408 0.85 0 0.00 0 0.00 None None
Li, Chien-Hsiung 37,600,000 0.74
0
0.00 0 0.00 None None
JP Morgan Vanguard
Emerging
Markets
Stock Index Fund
Special Account
32,405,073 0.64 0 0.00 0 0.00 None None
First
Bank
Trust
Depository Ya Fei
Co., Ltd. Investment
Special Account
31,066,930 0.61 0 0.00 0 0.00 None None

X. Shares Held by the Company, the Company’s Directors, Supervisors, and Managerial Offices, and Enterprises Directly or Indirectly Controlled by the Company in a Same Invested Enterprise and Consolidated Calculation of Comprehensive Shareholding Ratios

December 31, 2023; unit: Share December 31, 2023; unit: Share December 31, 2023; unit: Share December 31, 2023; unit: Share December 31, 2023; unit: Share December 31, 2023; unit: Share
Invested
enterprise
(Note)
Investment by the
Company
Investment by directors,
supervisors, and
managerial officers and by
companies directly or
indirectly controlled by the
Company


Total investment
Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio
Horizon
Securities Co.,
Ltd.

7,510,100

2.14%

0

0.00%

7,510,100

2.14%

201

CMG
International
One Co., Ltd.
157,500,000
45.00%

0

0.00%
157,500,000
45.00%
CMG
International
Two Co., Ltd
180,000,000
45.00%

0

0.00%
180,000,000
45.00%
NFC
II
Renewable
Power
Co.,
Ltd.


31,500,000

21.00%

0

0.00%
31,500,000
21.00%

Note: Long-term investments of the Company by equity method.

202

IV. Capital Overview

I. Capital and Shares

(I) Sources of share capital Unit: 1,000 shares; NT$ 1,000

Month/year Month/year Issue
price
Authorized share
capital
Authorized share
capital
Paid-in share capital Paid-in share capital
Remark

Remark


Number
of shares
Amount Number
of shares
Amount Source of share capital Use of
property
other than
cash as
share capital

Others
2017 Jul. 13.3 2,500,000 25,000,000
1,767,087
17,670,873 Capital
increase
of
NT$ 1,000,000,000 by cash

None
Note 1
2017 Sep. 10 2,500,000 25,000,000
1,920,459
19,204,593 Capital
increase
of
NT$ 1,533,720,000 by surplus

None
Note 2
2018 Aug. 10 2,500,000 25,000,000
2,221,971
22,219,714 Capital
increase
of
NT$ 3,015,121,000 by surplus

None
Note 3
2018 Dec. 11.3 2,500,000 25,000,000
2,371,971
23,719,714 Capital
increase
of
NT$ 1,500,000,000 by cash

None
Note 4
2020 Dec. 7.55 3,500,000 35,000,000
2,501,971
25,019,714 Capital
increase
of
NT$ 1,300,000,000 by cash

None
Note 5
2021 Jul. 8.3 3,500,000 35,000,000
2,631,971
26,319,714 Capital
increase
of
NT$ 1,300,000,000 by cash

None
Note 6
2021 Nov. 10 3,500,000 35,000,000
2,669,501
26,695,010 Capital
increase
of
NT$ 375,296,000 by capital reserve

None
Note 7
2022 Apr. 8.2 3,500,000 35,000,000
3,099,501
30,995,010 Capital
increase
of
NT$ 4,300,000,000 by cash

None
Note 8
2022 Nov. 5.2 7,500,000 75,000,000
4,099,501
40,995,010 Capital
increase
of
NT$ 10,000,000,000 by cash

None
Note 9
2023 Mar. 5.05 7,500,000 75,000,000
4,599,501
45,995,010 Capital
increase
of
NT$ 5,000,000,000 by cash

None
Note 10
2023 Dec. 5 7,500,000 75,000,000
5,099,501
50,995,010 Capital
increase
of
NT$ 5,000,000,000 bycash

None
Note 11

Note 1: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1060021082 Letter issued by the FSC on June 12, 2017 Note 2: Declared and effectively recorded by the FSC on August 24, 2017 Note 3: Declared and effectively recorded by the FSC on July 10, 2018 Note 4: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1070340242 Letter issued by the FSC on November 15, 2018 Note 5: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1090358912 Letter issued by the FSC on September 30, 2020 Note 6: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1100346059 Letter issued by the FSC on June 15, 2021 Note 7: Declared and effectively recorded by the FSC on September 14, 2022 Note 8: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1100379307 Letter issued by the FSC on January 18, 2022 Note 9: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1110356212 Letter issued by the FSC on September 30, 2022 Note 10: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1110368263 Letter issued by the FSC on February 9, 2023 Note 11: Approved according to Chin-Kuan-Cheng-Fa-Tzu No. 1120356614 Letter issued by the FSC on October 20, 2023

April 16, 2024

Type of
share
Ordinary
share
Authorized share capital Authorized share capital Authorized share capital
Remark


Outstanding
shares
Unissued shares Total
5,099,501,044 2,400,498,956 7,500,000,000 The outstanding ordinary
shares of the Company
are
stocks
listed
for
trading.

Information related to the shelf registration system: Not applicable.

203

(II) Shareholder structure

1.Ordinary share

(II) Shareholder structure
1. Ordinary share
(II) Shareholder structure
1. Ordinary share
(II) Shareholder structure
1. Ordinary share
(II) Shareholder structure
1. Ordinary share
(II) Shareholder structure
1. Ordinary share
(II) Shareholder structure
1. Ordinary share
(II) Shareholder structure
1. Ordinary share
April 16, 2024
Shareholder
structure
Qty


Government
agencies

Financial
institutions
Other
institutional
shareholders
Individuals Foreign
institutions
and natural
persons
Total
Number of
shareholders
4 7 144 87,796 145
88,096
Number of
shares held
7,237,060 36,605,904 2,644,985,286 2,106,619,244 304,053,550 5,099,501,044
Shareholding
ratio
0.14% 0.72% 51.87% 41.31% 5.96% 100.00%

(III) Shareholding distribution status

1. Ordinary share

III) Shareholding distribution
1. Ordinary share
holding
tio
0.14%
0.72
status
%
51.87%
41.31%
5.96%
1
status
%
51.87%
41.31%
5.96%
1
status
%
51.87%
41.31%
5.96%
1
April 16,2024
Shareholding range Number of
shareholders
Number of shares
held

Shareholding
ratio
1-999 15,327
4,162,080

0.08%
1,000-5,000 37,649
99,388,851

1.95%
5,001-10,000 12,368
95,208,729

1.87%
10,001-15,000 5,413
66,888,663

1.31%
15,001-20,000 3,731
67,822,205

1.33%
20,001-30,000 3,702
92,917,747

1.82%
30,001-40,000 1,953
68,935,131

1.35%
40,001-50,000 1,460
67,468,778

1.32%
50,001-100,000 3,165
228,967,243

4.49%
100,001-200,000 1,738
243,794,151

4.78%
200,001-400,000 822
230,154,228

4.51%
400,001-600,000 266
130,811,150

2.57%
600,001-800,000 134
93,475,585

1.83%
800,000-1,000,000 68
61,546,450

1.21%
Above 1,000,001 300
3,547,960,053

69.57%
Total 88,096
5,099,501,044

100%

(IV) List of major shareholders

1. Ordinary share

(IV) List of major shareholders
1. Ordinary share
(IV) List of major shareholders
1. Ordinary share
(IV) List of major shareholders
1. Ordinary share
April 16,2024
Share
Name of major shareholder

Number of shares held
Shareholding ratio
Mercuries & Associates Holding, Ltd. 1,642,751,926
32.21%
Prosper Asia Investment Limited 254,465,000
4.99%

204

Share
Name of major shareholder

Number of shares held
Shareholding ratio
ShanglingInvestment Co., Ltd. 189,540,864
3.72%
Shunren Investment Co., Ltd. 188,500,099
3.70%
MercuryFu Bao Co., Ltd. 138,753,502
2.72%
Mercuries & Associates, Ltd. 86,361,379
1.69%
Chase Bank Trust Advanced Starlight Composite
International Stock Index

43,562,408

0.85%
Li, Chien-Hsiung 37,600,000
0.74%
JP Morgan Vanguard Emerging Markets Stock Index
Fund Special Account

32,405,073

0.64%
First Bank Trust Depository Ya Fei Co., Ltd. Investment
Special Account

31,066,930

0.61%

Major shareholders of Top-10 shareholders who are corporate shareholders

Major shareholders of Top-10 shareholders who are corporate shareholders Major shareholders of Top-10 shareholders who are corporate shareholders
April 23,2024
Name of corporate
shareholder
Major shareholders of corporate shareholder
Mercuries & Associates
Holding, Ltd.
Shangling Investment Co., Ltd. (18.07%), Shunren Investment Co.,
Ltd. (12.85%), Mega Prosper Investment Limited (9.98%), Shanghong
Investment Co., Ltd. (5.63%), Shufeng Investment Co., Ltd. (5.06%),
Mercury Fu Bao Co., Ltd. (4.18%), Chen, Shiang-Li (2.26%),
Employee Pension Fund Management Committee of Mercuries &
Associates, Ltd. (1.86%), Wong, Chau-Shi (1.77%), and Chen,
Shiang-Chung (1.60%)
Prosper Asia Investment
Limited (Note 1)
Wang, Kun-Wei (100%)
Shangling Investment Co.,
Ltd.
(Note 2)

Chen, Shiang-Li (31.41%), Chen, Shiang-Jeh (17.67%), Chen,
Shiang-Feng (17.67%), Hsu, Chang-Hui (6.37%), Chen, Shiang-Chung
(13.54%), Shanghong Investment Co., Ltd. (8.21%), Wang, Te-Pin
(5.13%)
Shunren Investment Co., Ltd.
(Note 2)

Wong, Wei-Chyun (27.89%), Wong, Tsui-Chun (24.70%), Wong,
I-Hsuan (17.55%), Shufeng Investment Co., Ltd. (15.39%), Wong,
Chau-Shi (14.39%), Yang, Chun-Hui (0.06%), Yang, Hsueh-Hui
(0.02%)
MercuryFu Bao Co., Ltd. Mercuries & Associates Holding, Ltd.(100%)
Mercuries & Associates, Ltd. Mercuries & Associates Holding, Ltd. (100%)

(V) Market price per share, net worth, earnings, dividends, and related information over the

last two years

Unit: NT$/1,000 shares

205

Item Year Year
2022
2023 As of February
28, 2024 in
current year (Note
8)
Market price
per share (Note
1)
Highest 10.20 5.72 5.10
Lowest 5.21 4.86 4.78
Average 6.99 5.23 4.96
Net worth per
share (Note 2)
Before distribution 7.04 7.83 (Note 8)
After distribution 7.04 (Note 9) (Note 8)
Earnings per
share
(Note 3)
Weighted average
number of shares
3,146,159 4,520,049 (Note 8)
Earningsper share (4.34) (2.11) (Note 8)
Dividends per
share
Cash dividends - (Note 9) (Note 9)
Stock
dividends
From retained
earnings

-
(Note 9) (Note 9)

From
capital
reserve

-
(Note 9) (Note 9)
Cumulative unpaid
dividends(Note 4)
- - -
Analysis of
return on
investment
Price/earnings ratio
(Note 5)
(Note 10) (Note 10) (Note 8)
Price/dividend ratio
(Note 6)
- (Note 9) (Note 9)
Cash dividend yield rate
(Note 7)
- (Note 9) (Note 9)

Note 1: List the highest and lowest market prices of ordinary shares in each year and calculate the average market price based on the trading value and volume of each year.

Note 2: Please fill out the figures according to the number of outstanding shares at the end of the year and the resolution made by the Shareholders’ Meeting regarding distribution in the following year.

Note 3: Please present the earnings per share before and after retroactive adjustment needed due to stock dividend payout or other relevant conditions.

Note 4: The cumulative unpaid special stock dividends were NT$ 0, NT$ 0, and NT$ 0 on February 29, 2024 and in 2023 and 2022 respectively.

Note 5: Price/earnings ratio = Average closing price per share for the year/Earnings per share.

Note 6: Price/dividend ratio = Average closing price per share for the year/Cash dividend per share.

Note 7: Cash dividend yield rate = Cash dividends per share/Average closing price per share for the current year.

Note 8: The information audited (reviewed) by CPAs in the most recent quarter as of the publication date of the annual report shall be filled out regarding the net worth per share and earnings per share; the information for the current year as of the publication date of the annual report shall be filled out in the remaining columns.

Note 9: To be determined according to the corresponding resolution made by the regular Shareholders’ Meeting in 2024. Note 10: It was net loss in 2023, and therefore not disclosed.

(VI) Dividend policy of the Company and implementation status

1. Dividend policy

Article 23 of the Articles of Incorporation

―If the Company makes a surplus in the annual general final accounts, it shall be used to pay taxes and make up losses first, and then draw statutory surplus reserve

according to laws and regulations, and draw or reverse special surplus reserve

206

according to the resolution of the Shareholders’ Meeting or the order of the competent authority. Then, the remaining amount shall be used to distribute special stock dividends according to the priority of distribution determined in the Articles of Incorporation concerning issuance of special stock each time. If there is still a remaining amount (surplus available for distribution in current year), it will be combined with the beginning undistributed surplus to become the surplus available for distribution. The Board of Directors will draft a proposal and submit it to the Shareholders’ Meeting for a resolution.

In accordance with the operation planning, the Company has established its dividend policy not only based on a sound capital structure, and maintenance of good capital adequacy ratio and cumulative capital but also in equal consideration of shareholders’ interests. The dividends are distributed by stock and cash in principle. The dividends distributed to shareholders shall not be lower than 20% of the surplus available for distribution in current year, and the cash dividends shall not be less than 10% of the total dividends; however, the cash dividends will not be distributed and stock dividends will be distributed instead if the price per share of the cash dividends is lower than NT$ 0.1.

The ratios of stock dividends and cash dividends referred to in the preceding paragraph may be adjusted appropriately according to relevant laws, regulations, and rules. The Board of Director will draft a proposal and submit it to the Shareholders’ Meeting for a resolution.‖

  1. Status of distribution of dividends:

    • No proposal for distribution of dividends was submitted to the regular Shareholders’ Meeting in 2024.
  2. Description of expected major change of the dividend policy: None.

  3. (VII) Impact on the operating performance and earnings per share of the Company resulting from stock dividend distribution proposed at the Shareholders’ Meeting

The Company was not required to prepare and announce the financial forecasts for 2023 according to law. In accordance with the provisions of Tai-Tsai-Cheng-(1)-Tzu No. 00371 Letter issued on February 1, 2000.

(VIII) Employee reward and director/supervisor reward:

  1. Percentages or scope of employe reward, and director/supervisor reward specified in the Articles of Incorporation:

  2. If the Company makes a profit in current year (i.e., interests obtained by deducting the distributed employee reward and director reward from the interests before tax. The amount audited by CPAs shall be adopted as basis for calculation), it shall set aside at least 0.1‰ of the profit as employee reward, and no more than 1% of the profit as director reward (not including independent directors) respectively. However, if the Company still owes accumulated losses, it shall retain the amount

207

for loss in advance.

  1. Accounting treatment in case of a discrepancy of the estimation basis of the amount of employee reward and director/supervisor reward estimated in current period, the basis for calculation of number of shares distributed for employe reward, and the amount distributed with the estimated amount:

  2. The amount drawn by the Company as employee reward and director reward was NT$ 0 and NT$ 0 in 2022 and 2023 respectively. The basis for estimation is adopted as an amount obtained by multiplying the amount of the net profit before tax of the Company in each period after deduction of employee reward and director reward with the distribution percentages of employee reward and director reward specified in the Articles of Incorporation, and it is presented as the operating expenses in 2022 and 2023 respectively.

  3. Distribution of rewards approved by the Board of Directors:

  4. (1) If the amount of employee reward and director/supervisor reward distributed by cash or stock is deviated from the amount estimated in the year of recognition of expenses, the amount deviated, reason thereof as well as handling status shall be disclosed: Since there was no net profit before tax in 2023, it was not submitted to the Board of Directors for relevant resolution.

  5. (2) Amount of employee reward distributed by stock, and its ratio in the total of the net profit after tax indicated in separate or individual financial report for the current period and the total amount of the employee reward: Not applicable since no stock dividends were distributed to employees in the current period.

  6. If the actual distribution (including shares distributed, amount, and stock price) of employee reward and director/supervisor reward in the previous year is deviated from the employee reward and director/supervisor reward recognized, the amount and reason thereof as well as handling status shall be described:

  7. The Company submitted a reported item to the regular Shareholders’ Meeting in 2022 for the paying of employee reward and director reward in 2023. The actual distribution status is as follows, which is not deviated from the recognized amount.

Unit: NT$

Unit: NT$
Item Amount distributed
Employee reward 0
Director reward (not including
independent directors)
0

(IX) The Company’s repurchase of its shares: None.

208

II. Corporate Bonds

II. Corporate Bonds II. Corporate Bonds
Type of corporate bond 1stPeriod Undated Cumulative Subordinated Corporate
Bond for the Year 2014
Date of issuance (handling) Issued on December 29, 2014
Face value NT$ 1 million
Place of issuance and trading The Republic of China
Issueprice Issued at 100% of face value
Total amount NT$ 5 billion only
Interest rate The nominal interest rate of this corporate bond is a fixed
interest rate of 3.9%. If the Company fails to redeem this
bond ten years later since the date of issuance, the nominal
interest rate will become 4.9%.
Term Undated
Guarantor None
Trustee Taishin International Bank Co., Ltd.
Underwriter N/A
Certified lawyer N/A
CPA KPMG
Repayment method This corporate bond is undated. If the RBC of the Company
is greater than the statutory minimum insurance RBC after
calculation of redemption, and relevant approval is obtained
from the competent authority, the Company may redeem in
full amount in advance according to the face value of this
corporate bond plus interest payable. Redemption is allowed
once every quarter.
Unpaidprincipal NT$ 5 billion only
Clause of redemption or premature
repayment
After this corporate bond is issued for ten years, if the RBC
of the Company is greater than the statutory minimum
insurance RBC after calculation of redemption, and relevant
approval is obtained from the competent authority, the
Company may redeem in full amount in advance according
to the face value of this corporate bond plus interest payable.
Redemption is allowed once every quarter.
Qualifyingclause None
Name of credit rating agency, date of
rating, and corporate bond rating
result

None
Attached
other rights
Amount of converted
(swap
or
share
subscription) ordinary
shares, GDRs or other
valuable securities as





None

209

of the publication date of the annual report Measures for issuance and conversion (swap The measures for issuance of corporate bond attached below or share subscription) Issuance and conversion, measures for swap or share subscription, possible dilution of equity due to None issuance conditions, and influence of issuance conditions on the existing shareholders’ equity Name of agency entrusted for None custody of swap object

210

Mercuries Life Insurance Co., Ltd. Measures for Issuance of the 1[st] Period Undated Cumulative Subordinated Corporate Bond for the Year 2014

In accordance with Chin-Kuan-Pao-Shou-Tzu No. 10302131650 Letter and Chin-Kuan-Cheng-Fa-Tzu No. 1030048645 Letter issued by the FSC, the application of Mercuries Life Insurance Co., Ltd. (hereinafter referred to as ―the Company‖) submitted for issuance of corporate bond has been approved and the corporate bond is hereby issued. In consideration of the foregoing, the Company hereby formulates the measures for issuance as follows:

  1. Name of bond: 1[st] Period Undated Cumulative Subordinated Corporate Bond for the Year 2014 of Mercuries Life Insurance Co., Ltd. (hereinafter referred to as ―this corporate bond‖).

  2. Total amount issued: The total amount of this corporate bond issued is NT$ 5 billion only.

  3. Face value: The face value of this corporate bond is NT$ 1 million only.

  4. Issuance period: This corporate bond is undated and issued since December 29, 2014.

  5. Issue price: This corporate bond is issued fully per face value on the date of issuance.

  6. The nominal interest rate of this corporate bond is a fixed interest rate of 3.9%. If the Company fails to redeem this bond ten years later since the date of issuance, the nominal interest rate will become 4.9%.

  7. Interest calculation and payment methods:

  8. (1). Interest is calculated once every year per nominal interest rate since the date of issuance of this corporate bond. Interest is paid once every year.

  9. (2). The interest of this corporate bond is calculated and paid per face value. The calculation unit is NT$ 1 and amount below NT$ 1 shall be rounded.

  10. (3). When the date of principal repayment (redemption) and interest payment of this corporate bond happens to be a rest day of the bank in the place of payment, principal and interest shall be paid the next business day, and interest will not be paid separately.

  11. (4). If the principal and interest are received beyond the data of principal repayment and interest payment, overdue interest will not be calculated and paid either.

  12. Accelerated redemption: After this corporate bond is issued for ten years, if the RBC of the Company is greater than the statutory minimum insurance RBC after calculation of redemption, and relevant approval is obtained from the competent authority, the Company may redeem the in full amount in advance according to the face value of this corporate bond plus interest payable. Redemption is allowed once every quarter.

  13. Deferred interest payment: This corporate bond is not subject to the provisions of Article 2 of ―Regulations Governing the Consolidated Capital Adequacy of Financial Holding Companies‖. The Company will still pay interest per the conditions mentioned when RBC is lower than the statutory requirement.

  14. Priority of creditor’s rights: This corporate bond is subordinated corporate bond. The priority of payment of creditors is only superior to the remaining property distribution right of the shareholders of the Company. It is second to the priority of payment of all other creditors of the Company, but is same as that of subordinated corporate bonds already issued by the Company with capital nature. The aforesaid shareholders include those holding special shares.

  15. Guarantee method: This corporate bond is unsecured ordinary corporate bond.

  16. Form of bond: This corporate bond is issued in a non-entity form, and Taiwan Depository & Clearing Corporation is engaged for registration.

  17. Trustee: Taishin International Bank Co., Ltd. is assigned as the trustee of the creditors of this corporate bond to exercise the duties of verifying and supervising the performance of issuance of corporate bond by the Company for and on behalf of the creditors’ interests. Creditors holding this corporate bond, either subscribing the bond upon issuance or buying it in the midway, shall hereby agree on and acknowledge the trustee’s rights and obligations stipulated in the trust

211

contract between the Company and the trustee as well as measures for issuance of this corporate

bond, and authorizes the trustee full-authority agency concerning trusted matters. This authorization shall not be revoked in the midway.

  1. Principal repayment and interest payment agency: Taishin International Bank Co., Ltd. is entrusted with the agency of principal repayment and interest payment of this corporate bond, and the handling of principal and interest transfer work in accordance with the register of bond holders provided by Taiwan Depository & Clearing Corporation. This agency is responsible for making deduction vouchers and sending them to the bond holders.

  2. Underwriter: None.

  3. Notification method: Matters that shall be notified to the creditors regarding this corporate bond shall be handled in accordance with the provisions of the Regulations Governing Centralized Securities Depository Enterprises.

  4. Sales targets: Only limited to the professional investigators stipulated in the Rules for the Administration of Foreign Currency Denominated International Bonds of the Taipei Exchange.

  5. Matters not mentioned herein shall be handled according to the provisions of relevant laws and regulations of the competent authority.

Issuer: Mercuries Life Insurance Co., Ltd. Representative: Liu, Chung-Hsing December 17, 2014

212

Corporate Bond Corporate Bond
Type of corporate bond 1stPeriod Undated Cumulative Subordinated Corporate
Bond for the Year 2016
Date of issuance (handling) Issued on November 24, 2016
Face value NT$ 1 million
Place of issuance and trading The Republic of China
Issueprice Issued at 100% of face value
Total amount NT$ 2.5 billion only
Interest rate The nominal interest rate of this corporate bond is a fixed
interest rate of 3.7%. If the Company fails to redeem this
bond ten years later since the date of issuance, the
nominal interest rate will be added by1%.
Term Undated
Guarantor None
Trustee Taishin International Bank Co., Ltd.
Underwriter Yuanta Securities Co., Ltd.
Certified lawyer N/A
CPA KPMG
Repayment method This corporate bond is undated. If the RBC of the
Company is greater than the statutory minimum insurance
RBC after calculation of redemption, and relevant
approval is obtained from the competent authority, the
Company may redeem in full amount in advance
according to the face value of this corporate bond plus
interest payable. Redemption is allowed once every
quarter.
Unpaidprincipal NT$ 2.5 billion only
Clause of redemption or premature
repayment
After this corporate bond is issued for ten years, if the
RBC of the Company is greater than the statutory
minimum insurance RBC after calculation of redemption,
and relevant approval is obtained from the competent
authority, the Company may redeem in full amount in
advance according to the face value of this corporate bond
plus interest payable. Redemption is allowed once every
quarter.
Qualifyingclause None
Name of credit rating agency, date of
rating, and corporate bond rating
result

None

213

Amount of converted (swap or share subscription) ordinary shares, GDRs or other None valuable securities as Attached of the publication date other rights of the annual report Measures for issuance The measures for issuance of corporate bond attached and conversion (swap below or share subscription) Issuance and conversion, measures for swap or share subscription, possible dilution of equity due to None issuance conditions, and influence of issuance conditions on the existing shareholders’ equity Name of agency entrusted for None custody of swap object

214

Mercuries Life Insurance Co., Ltd. Measures for Issuance of the 1[st] Period Undated Cumulative Subordinated Corporate Bond for the Year 2016

In accordance with Chin-Kuan-Pao-Shou-Tzu No. 10502121190 Letter issued by the FSC and Cheng-Kui-Chai-Tzu No. 10500315231 Letter issued by the Taipei Exchange, the application of Mercuries Life Insurance Co., Ltd. (hereinafter referred to as ―the Company‖) submitted for issuance of corporate bond has been approved and the corporate bond is hereby issued. In consideration of the foregoing, the Company hereby formulates the measures for issuance as follows:

  1. Name of bond: 1[st] Period Undated Cumulative Subordinated Corporate Bond for the Year 2016 of Mercuries Life Insurance Co., Ltd. (hereinafter referred to as ―this corporate bond‖).

  2. Total amount issued: The total amount of this corporate bond issued is NT$ 2.5 billion only.

  3. Face value: The face value of this corporate bond is NT$ 1 million only.

  4. Issuance period: This corporate bond is undated and issued since November 24, 2016.

  5. Issue price: This corporate bond is issued fully per face value on the date of issuance.

  6. The nominal interest rate of this corporate bond is a fixed interest rate of 3.7%. If the Company fails to redeem this bond ten years later since the date of issuance, the nominal interest rate will be added by 1%.

  7. Interest calculation and payment methods:

  8. (1). Interest is calculated once every year per nominal interest rate since the date of issuance of this corporate bond. Interest is paid once every year.

  9. (2). The interest of this corporate bond is calculated and paid per face value. The calculation unit is NT$ 1 and amount below NT$ 1 shall be rounded.

  10. (3). When the date of principal repayment (redemption) and interest payment of this corporate bond happens to be a rest day of the bank in the place of payment, principal and interest shall be paid the next business day, and interest will not be paid separately.

  11. (4). If the principal and interest are received beyond the data of principal repayment and interest payment, overdue interest will not be calculated and paid either.

  12. Accelerated redemption: After this corporate bond is issued for ten years, if the RBC of the Company is greater than the statutory minimum insurance RBC after calculation of redemption, and relevant approval is obtained from the competent authority, the Company may redeem the in full amount in advance according to the face value of this corporate bond plus interest payable. Redemption is allowed once every quarter.

  13. Deferred interest payment: This corporate bond is not subject to the provisions of Article 2 of ―Regulations Governing the Consolidated Capital Adequacy of Financial Holding Companies‖. The Company will still pay interest per the conditions mentioned when RBC is lower than the statutory requirement.

  14. Priority of creditor’s rights: This corporate bond is subordinated corporate bond. The priority of payment of creditors is only superior to the remaining property distribution right of the shareholders of the Company. It is second to the priority of payment of all other creditors of the Company, but is same as that of subordinated corporate bonds already issued by the Company with capital nature. The aforesaid shareholders include those holding special shares.

  15. Guarantee method: This corporate bond is unsecured ordinary corporate bond.

  16. Form of bond: This corporate bond is issued in a non-entity form, and Taiwan Depository & Clearing Corporation is engaged for registration.

  17. Trustee: Taishin International Bank Co., Ltd. is assigned as the trustee of the creditors of this corporate bond to exercise the duties of verifying and supervising the performance of issuance

215

of corporate bond by the Company for and on behalf of the creditors’ interests. Creditors holding this corporate bond, either subscribing the bond upon issuance or buying it in the midway, shall hereby agree on and acknowledge the trustee’s rights and obligations stipulated in the trust contract between the Company and the trustee as well as measures for issuance of this corporate bond, and authorizes the trustee full-authority agency concerning trusted matters. This authorization shall not be revoked in the midway.

  1. Principal repayment and interest payment agency: Taishin International Bank Co., Ltd. is entrusted with the agency of principal repayment and interest payment of this corporate bond, and the handling of principal and interest transfer work in accordance with the register of bond holders provided by Taiwan Depository & Clearing Corporation. This agency is responsible for making deduction vouchers and sending them to the bond holders.

  2. Underwriter: Underwriters have been entrusted for public underwriting, and Yuanta Securities Co., Ltd. has been entrusted as the lead underwriter.

  3. Notification method: Matters that shall be notified to the creditors regarding this corporate bond shall be handled in accordance with the provisions of the Regulations Governing Centralized Securities Depository Enterprises.

  4. Sales targets: Only limited to the professional investigators stipulated in the Rules for the Administration of Foreign Currency Denominated International Bonds of the Taipei Exchange.

  5. Matters not mentioned herein shall be handled according to the provisions of relevant laws and regulations of the competent authority.

Issuer: Mercuries Life Insurance Co., Ltd. Representative: Chen, Shiang-Jeh November 15, 2016

216

Corporate Bond

Corporate Bond
Type of corporate bond 1stPeriod Undated Cumulative Subordinated Corporate
Bond for the Year 2021
Date of issuance(handling) Issued on September 10, 2021
Face value NT$ 1 million
Place of issuance and trading The Republic of China
Issueprice Issued at 100% of face value
Total amount NT$ 1 billion only
Interest rate The nominal interest rate of this corporate bond is a fixed
interest rate of 3.30%.
Term Undated
Guarantor None
Trustee Taishin International Bank Co., Ltd.
Underwriter KGI Securities Co., Ltd.
Certified lawyer N/A
CPA KPMG
Repayment method This corporate bond is undated. If the RBC of the Company
is greater than the statutory minimum insurance RBC after
calculation of redemption, and relevant approval is obtained
from the competent authority, the Company may redeem in
full amount in advance according to the face value of this
corporate bond plus interest payable. Redemption is
allowed once every quarter.
Unpaidprincipal NT$ 1 billion only
Clause of redemption or premature
repayment
After this corporate bond is issued for ten years, if the RBC
of the Company is greater than the statutory minimum
insurance RBC after calculation of redemption, and
relevant approval is obtained from the competent authority,
the Company may redeem in full amount in advance
according to the face value of this corporate bond plus
interestpayable. Redemption is allowed once every quarter.
Qualifyingclause None
Name of credit rating agency, date
of rating, and corporate bond
ratingresult
None
Attached
other rights
Amount of converted
(swap or share
subscription)
ordinary shares,
GDRs or other
valuable securities as
of thepublication


None

217

date of the annual
report
Measures for
issuance and
conversion (swap or
share subscription)
The measures for issuance of corporate bond attached
below
Issuance and conversion, measures
for swap or share subscription,
possible dilution of equity due to
issuance conditions, and influence
of issuance conditions on the
existingshareholders’ equity
None
Name of agency entrusted for
custodyof swapobject
None

218

Mercuries Life Insurance Co., Ltd. Measures for Issuance of the 1[st] Period Undated Cumulative Subordinated Corporate Bond for the Year 2021

In accordance with Chin-Kuan-Pao-Shou-Tzu No. 1100424942 Letter issued by the FSC and Cheng-Kui-Chai-Tzu No. 11000097201 Letter issued by the Taipei Exchange, the application of Mercuries Life Insurance Co., Ltd. (hereinafter referred to as ―the Company‖) submitted for issuance of corporate bond has been approved and the corporate bond is hereby issued. In consideration of the foregoing, the Company hereby formulates the measures for issuance as follows:

  1. Name of bond: 1[st] Period Undated Cumulative Subordinated Corporate Bond for the Year 2021 of Mercuries Life Insurance Co., Ltd. (hereinafter referred to as ―this corporate bond‖).

  2. Total amount issued: The total amount of this corporate bond issued is NT$ 1 billion only.

  3. Face value: The face value of this corporate bond is NT$ 1 million only.

  4. Issuance period: This corporate bond is undated and issued since September 10, 2021.

  5. Issue price: This corporate bond is issued fully per face value on the date of issuance.

  6. Nominal interest rate: The nominal interest rate of this corporate bond is a fixed interest rate 3.30%.

  7. Interest calculation and payment methods:

  8. (1). Single interest is calculated once every year per nominal interest rate since the date of issuance of this corporate bond. Interest is paid once every year.

  9. (2). The interest of this corporate bond is calculated and paid per face value. The calculation unit is NT$ 1 and amount below NT$ 1 shall be rounded.

  10. (3). When the date of principal repayment (redemption) and interest payment of this corporate bond happens to be a rest day of the bank in the place of payment, principal and interest shall be paid the next business day, and interest will not be paid separately.

  11. (4). If the principal and interest are received beyond the data of principal repayment and interest payment, overdue interest will not be calculated and paid either.

  12. Accelerated redemption: After this corporate bond is issued for ten years, if the RBC of the Company is greater than the statutory minimum insurance RBC after calculation of redemption, and relevant approval is obtained from the competent authority, the Company may redeem the in full amount in advance according to the face value of this corporate bond plus interest payable. Redemption is allowed once every quarter.

  13. Deferred interest payment: This corporate bond is not subject to the provisions of Article 2 of ―Regulations Governing the Consolidated Capital Adequacy of Financial Holding Companies‖. The Company will still pay interest per the conditions mentioned when RBC is lower than the statutory requirement.

  14. Priority of creditor’s rights: This corporate bond is subordinated corporate bond. The priority of payment of creditors is only superior to the remaining property distribution right of the shareholders of the Company. It is second to the priority of payment of all other creditors of the Company, but is same as that of subordinated corporate bonds already issued by the Company with capital nature. The aforesaid shareholders include those holding special shares.

  15. Guarantee method: This corporate bond is unsecured ordinary corporate bond.

  16. Form of bond: This corporate bond is issued in a non-entity form, and Taiwan Depository & Clearing Corporation is engaged for registration.

  17. Trustee: Taishin International Bank Co., Ltd. is assigned as the trustee of the creditors of this corporate bond to exercise the duties of verifying and supervising the performance of issuance of corporate bond by the Company for and on behalf of the creditors’ interests. Creditors holding this corporate bond, either subscribing the bond

219

upon issuance or buying it in the midway, shall hereby agree on and acknowledge the trustee’s rights and obligations stipulated in the trust contract between the Company and the trustee as well as measures for issuance of this corporate bond, and authorizes the trustee full-authority agency concerning trusted matters. This authorization shall not be revoked in the midway. The creditors may request access to relevant information at the business division of the Company or the trustee within business hours stipulated in laws and regulations.

  1. Principal repayment and interest payment agency: Taishin International Bank Co., Ltd. is entrusted with the agency of principal repayment and interest payment of this corporate bond, and the handling of principal and interest transfer work in accordance with the register of bond holders provided by Taiwan Depository & Clearing Corporation. This agency is responsible for making deduction vouchers and sending them to the bond holders.

  2. Underwriter: KGI Securities Co., Ltd. is the lead underwriter.

  3. Notification method: Matters that shall be notified to the creditors regarding this corporate bond shall be announced in MOPS (website: http://mops.twse.com.tw) unless otherwise stipulated in laws and regulations.

  4. Sales targets: Only limited to the professional investigators stipulated in the Rules for the Administration of Foreign Currency Denominated International Bonds of the Taipei Exchange.

  5. Matters not mentioned herein shall be handled according to the provisions of relevant laws and regulations of the competent authority.

Issuer: Mercuries Life Insurance Co., Ltd. Representative: Chen, Shiang-Jeh

September 3, 2021

220

III. Preferred Shares

None.

IV. Global Depository Receipts (GDRs)

None.

V. Employee Stock Option Certificates None.

VI. New Restricted Employee Shares

None.

VII. Issuance of New Shares in Connection with Mergers or Acquisitions of Other Companies’ Shares None.

VIII. Finance Plans and Implementation

As for valuable securities issued or privately placed by the Company in each period before as not completed yet, or those already completed within the last three years but with planned benefits not presented yet, the Company handled capital increase by cash to issue 500,000,000 ordinary shares in December 2023, and the relevant contents of the issuance plan and execution status thereof are described as follows:

(I) Contents of the plan:

  1. Total capital needed for this plan: NT$ 2,500,000,000.

  2. Capital source of the plan: To handle capital increase by cash to issue 500,000,000 ordinary shares with face value of NT$ 10 per share and issue price of NT$ 5.0 per share. The total amount raised was NT$ 2,500,000,000.

  3. Planned project, estimated progress, and estimated benefits

Unit: NT$ 1,000

Planned project Estimated date of
completion
Total capital
needed
Estimated progress of
capital application
Fourthquarter of 2023
Increase
operating
capital,
strengthen
financial structure, and
improve RBC



Fourth quarter of
2023
2,500,000
2,500,000
Total 2,500,000
2,500,000
Estimated benefits After the Company raises the fund, it is expected that RBC can
be increased by approximately 8.2%, and the Company’s
self-owned capitalcanbeimproved and thefinancialstructure

221

can be strengthened.

  1. Fundraising method and source if the fund raised this time is insufficient: This capital increase by cash is handled according to regulatory provisions, and underwriter has been engaged for underwriting of this capital increase. To be specific, public underwriting will be carried out by means of public subscription and placement, which can sufficiently guarantee that the number of shares issued in this capital increase can be fully sold; if the fund raised becomes insufficient due to the change of stock price in the future, the Company may reduce the amount needed for this financial plan. When the fund raised is increased, the surplus can be used to increase the operating capital.

(II) Implementation status: The fundraising of this capital increase by cash was already completed and fully used in the fourth quarter of 2023.

222

V. Operational Highlights

I. Description of the Business

(I) Scope of business

1. Main contents of business and its operating proportion

As a life insurance company incorporated with the approval of the competent authority, the Company operates each life insurance business according to the relevant provisions of the Insurance Act. The business contents of the Company include personal and group insurance policies of life insurance, health insurance, accident insurance, annuity insurance, universal insurance, and investment insurance products; in order to properly use the premium income and acquire good returns, the Company applies its premium income in investments to generate stable and reasonable rate of return. The ratios of premium income of various kinds of insurance operated by the Company in the last two years (2022 and 2023) are listed in the following table for reference:

Unit: NT$ 1,000

Unit: NT$1,000 Unit: NT$1,000
Name of product 2022 2023
Revenue % Revenue %
Life insurance 39,035,192
35.60%

33,403,429

27.10%
Health insurance 36,554,430
33.34%

36,341,591

29.48%
Accident insurance 3,423,317
3.12%

3,526,506

2.86%
Annuityinsurance 3,796
0%

20,949

0.02%
Universal insurance 468,741
0.43%

444,940

0.36%
Investment insurance 2,828,649
2.58%

3,023,336

2.45%
Groupinsurance 865,990
0.79%

873,382

0.71%
Totalpremium income 83,180,115
75.86%

77,634,133

62.98%
Less: Reinsurance
premium expenditure
(3,023,915)
(2.76%)

(3,315,048)

(2.69%)
Less: Net change in
unearnedpremium reserve
(288,810)
(0.26%)

(326,034)

(0.27%)
Revenue from reinsurance
commission and fee
2,609,137
2.38%

3,066,696

2.49%
Net profit or loss on
investments
26,616,236
24.28%

30,618,629

24.84%
Other operatingrevenue 34,360
0.03%

60,537

0.05%
Income from segregated
account insuranceproducts
519,967
0.47%

15,533,843

12.60%
Total 109,647,090
100.00%

123,272,756

100.00%
  1. Product items of the Company at present

223

Category of main
product
Main product items
Personal life
insurance
Whole-life insurance, foreign currency whole-life insurance, whole life
insurance, foreign currency whole life insurance, term life insurance,
interest sensitivity increasing whole life insurance, foreign currency
interest sensitivity increasing whole life insurance, interest sensitivity
endowment insurance, interest sensitivity whole-life insurance, and
foreign currencyinterest sensitivitywhole-life insurance
Personal health
insurance
Hospital medical insurance, cancer insurance, whole-life health
insurance, surgical health insurance, specific injury/disease health
insurance, critical disease health insurance, long-term care insurance,
foreign currencyhealth insurance,and critical illness health insurance
Personal accident
insurance
Personal accident insurance, travel accident insurance, and Internet
accident insurance
Personal annuity
insurance
Immediate life annuity insurance, interest sensitivity annuity insurance,
and deferred life annuityinsurance
Investment
insurance
Variable annuity insurance, foreign currency variable annuity insurance,
variable life insurance, foreign currency variable life insurance, variable
universal life insurance, and foreign currency variable universal life
insurance
Group insurance Group 1-year term life insurance, group health insurance, group
accident insurance, group occupational hazards insurance, student
group insurance, group hospital & surgical insurance, and group
interest sensitivityannuityinsurance
  1. Products currently sold by the Company are as follows:

In addition to providing customers with comprehensive life insurance products and services, the Company is also dedicated to satisfying customers’ diversified protection requirements. The products currently sold by the Company are presented as follows:

(1) Personal life insurance-Traditional life insurance

New S-Term Rider TGL Interest Sensitivity Whole Life
G-Whole Life NXSA Interest Sensitivity Whole Life (Regular
Payment)
MF-Whole Life NX-Whole Life (Regular Payment)
NZBL Interest Sensitivity Whole Life (Regular
Payment)

NZMTD Interest Sensitivity Increasing Whole
Life (Regular Payment)
P-Whole Life NZSWL Interest Sensitivity Increasing Whole
Life (Regular Payment)
1-Year GOS-Term Rider I-Small Amount Whole Life
TDL Interest Sensitivity Whole Life (Regular X-Term Life

224

Payment)
TMM Interest Sensitivity Whole Life (Regular
Payment)

TYL Interest Sensitivity Whole Life (Regular
Payment)
5-Year X-Term Life TMY Interest Sensitivity Whole Life (Regular
Payment)
NTFL Interest Sensitivity Whole Life (Regular
Payment)

TGZ Interest Sensitivity Whole Life (Regular
Payment)
AF-Term Life CF-Decreasing Term Life
HPA-Whole Life

(2) Personal life insurance-Investment insurance

AF-Variable Annuity U-Variable Annuity
AS-Variable Annuity CHF-Variable Annuity
AU-Variable Annuity CHF-Variable Life
AUF-Variable Annuity CH-Variable Annuity
T-Variable Universal Life CH-Variable Life
M-Variable Universal Life MF-Variable Universal Life
KF-Variable Annuity JF-Variable Annuity
K-Variable Annuity JF-Variable Universal Life
UF-Variable Annuity J-Variable Annuity
PF-Variable Universal Life P-Variable Universal Life
PF-Variable Annuity P-Variable Annuity
GF-Variable Universal Life G-Variable Universal Life
LF-Variable Universal Life LS-Variable Universal Life
J-Variable Universal Life FF-Variable Universal Life
F-Variable Universal Life LS-Variable Annuity
NF-Variable Annuity NS-Variable Annuity
(3) Personal accident insurance
Accidental Death & Dismemberment Insurance P-Waiver-of-Premium Insurance Rider
Accidental Death & Dismemberment Insurance
Rider

Internet Accidental Death & Dismemberment
Accidental Fracture Reimbursement Insurance
Rider

Internet
Accidental
Medical
Reimbursement
Insurance Rider
J-Accidental Death & Dismemberment Insurance
Rider

Internet Accidental Death & Dismemberment
Insurance
Traffic Accidental Death & Dismemberment
Insurance Rider

SP-Accidental
Death
&
Dismemberment
Insurance
H-Accidental
Death
&
Dismemberment
Insurance Rider

HP-Accidental Dismemberment Insurance Rider
1-Year Term GO-Accidental Dismemberment SF-Accidental Dismemberment Insurance Rider

225

Insurance Rider
S-Accidental Fracture Reimbursement Insurance
Rider

Traffic Accidental Death & Dismemberment
Insurance Rider
Accidental Medical Reimbursement Insurance
Rider

Accidental Daily Hospital Income Insurance Rider
I-Small Amount Dismemberment Insurance Rider S-Accidental Medical Reimbursement Insurance
Rider
S-Accidental Medical Reimbursement and Daily
Hospital Income Health Insurance

Micro Accidental Death & Dismemberment
(4) Personal health insurance
C Waiver-of-Premium Insurance Rider (107) HK-Cancer Insurance Rider
G Waiver-of-Premium Insurance Rider (104) Hospital Income & Surgical Expense Insurance
Rider
J Waiver-of-Premium Insurance Rider HY-Surgical Income Insurance
K Waiver-of-Premium Insurance Rider (104) J-Long-Term Care Whole Life
MC Waiver-of-Premium Insurance Rider (104) J-Specific Disease Insurance Rider
MJ Waiver-of-Premium Insurance Rider 1-Year-Term GO-Long Term Care Insurance Rider
MK Waiver-of-Premium Insurance Rider (104) Z-Long-Term Care Whole Life
MS Waiver-of-Premium Insurance Rider New Dread Disease Benefit Health Insurance
Rider
S Waiver-of-Premium Insurance Rider LH-Hospital Indemnity Health Insurance Rider
A-Long-Term Care Whole Life (109) CH-Hospital Indemnity Health Insurance Rider
B Hospital & Surgical Expenses Insurance Rider,
Plan A

SJ-Hospital Lifetime Indemnity Health Insurance
(104)
CAC Cancer Health Insurance SYJ Health Insurance Rider
D-Hospital & Surgical Expenses Insurance Rider ULI Health Insurance
DZ-Hospital & Surgical Expenses Insurance
Rider

XAC Cancer Health Insurance, Term-To-Age-75
GOA-Cancer Insurance Rider Y-Hospital Indemnity Health Insurance
GOF One-Year-Term Cancer Insurance Rider Z-Dread Disease Benefit Insurance Rider (107)
NGOD One-Year-Term Critical Illness Health
Insurance Rider

A Waiver-of-Premium Insurance Rider
O Waiver-of-Premium Insurance Rider MA-Cancer Insurance
FH-Hospital Indemnity Health Insurance Rider Z Waiver-of-Premium Insurance Rider
XS-Surgical Income Insurance IEC Catastrophic Illness
IKC Catastrophic Illness I-Long-Term Care Whole Life
IYC Catastrophic Illness J-One-Year Health Insurance Rider A (for
telemarketing)
DB-Hospital & Surgical Expenses Insurance
Rider C

E-Long-Term Care Whole Life

226

NF-Hospital Indemnity Health Insurance Rider NL-Hospital Indemnity Health Insurance Rider
SSA-Cancer Insurance YAC-Cancer Insurance
(5) Personal annuityinsurance
CS-Immediate Life Annuity RG-Interest Sensitivity Annuity, Type A
(6) Groupinsurance
Group AnKan Cancer Benefit (108) Group Interest Sensitivity Annuity, Type A
Group Accidental Disability Indemnity Group Maternity Indemnity
Group Accidental Disability Supplement
Insurance
Group Cancer Surgical Benefit
Group Accidental Fracture Indemnity Group Dread Disease Benefit
Group Daily Hospitalization Indemnity Surgical Group Hospital Income
Group Elite College Cancer & Surgical Rider Group Hospital & Surgical Insurance
Group Elite College Dread Disease Benefit Rider Group Increasing of Major Burn Insurance
Group Elite College Hospital Indemnity Rider Group 365 Hospital & Surgical Insurance
Group Elite College Hospital & Surgical Rider A Group Occupational Hazards Insurance
Group Elite College Hospital & Surgical Rider B Group Overseas Health & Surgical Insurance
Group Elite College Insurance Group Occupational Personal Accident Rider
Group Elite College Immunoglobulin Injection
Rider
Group Outpatient Surgical Indemnity
Group Elite College Medical Reimbursement
Rider
Group Insurance For Accident
Group Elite College Major Surgical Indemnity
Rider
Group Travel Accident Insurance
Group Elite College Medical & X-ray
Reimbursement, Type A
Group Term Life Insurance
Group Elite College Surgical Indemnity Rider Group Transportation Personal Accident
Group Foreign Student Hospital Insurance Group WeiShing Personal Accident Insurance
Group Foreign Outpatient Surgical Indemnity Group Elite College Medical & X-ray
Reimbursement, Type A
Group Hospital Outpatient Indemnity Group ICU & Burning Center Indemnity
Group Accidental Dismemberment Insurance

(7) Others

Group Accidental Dismemberment Insurance
(7) Others
Travel Accident Insurance Health Rider Continuation Endorsement
Value-Added Bonus Supplementary Contract S-Variable Universal Life Endorsement
Contract Word Modification Endorsement Value-Added Bonus Supplementary
Investment Target Contract Endorsement J-Investment Target Contract Endorsement
Foreign Currency Policy Loan Endorsement Mortgage
Beneficiary
Appointment
and
Disposition Endorsement
Rider Continuation Endorsement Health Rider Continuation Endorsement
A-Investment Target Contract Endorsement Take-Profit & Schedule Order Endorsement

227

Oversea Hospital & Surgical Expenses Insurance Spillover Effect Rider Rider

The Company provides the customers with thoughtful life protection and has launched ―TMY Interest Sensitivity Whole Life (Regular Payment)‖ to provide the whole life insurance to the family members. Besides, this product has the function of regular payments by installments, so that the policyholder may designate the payment of ―Death Benefit‖ at a lump-sum manner or by installments. The payment ratios and duration may be flexibly agreed upon based on the needs of different beneficiaries, to ensure peace of mind and provide stable livelihoods to the family members; furthermore, an interest rate declaration mechanism has been established to offer the opportunity to acquire value-added bonus and increase the benefits of policies according to the changes of the market environment; additionally, this product provides end-of-life payment to offer the most appropriate care for the policyholders and their families.

Investment insurance products are connected to entrusted investment accounts so that the policyholders are not required to pay attention to the market changes at any time. It is only required to decide on the risk attributes, and then the experts will operate the investment management accounts on behalf of the policyholders. Compared with traditional investment insurance policies which require the selection of investment objectives by policyholders themselves, policyholders of investment insurance products can manage their wealth more easily; for investment products under special mechanisms like interest suspension mechanism, overcharging mechanism, and automatic conversion mechanism, policyholders may, based on their risk preferences, configure the investment objectives of different funds or discretionary account, and use the mechanisms mentioned above in a crossover way to achieve the goal of risk control. In addition, ―XF-Variable Annuity‖, the first investment insurance product of the Company attached with guaranteed payment, has been approved by the competent authority to provide the guaranteed minimum amount of death claim so that the concerns of the policyholders can be solved when they pass away. In 2017, ―XF-Variable Annuity‖ was initially sold through agency and banking channels. The Company launched variable universal life insurance products with bonus benefits, i.e., ―F-Variable Universal Life‖, ―FF-Variable Universal Life‖, ―NS-Variable Annuity‖, and ―NF-Variable Annuity‖. Experts were entrusted to invest, flexibly adjust the setback method, and plan monthly cash flows for the policyholders; also, the Company launched ―LS-Variable Universal Life‖ and ―LF-Variable Universal Life‖ which offered more than one hundred diversified investment objectives to satisfy different investment demands and provide policyholders with more diversified options.

With respect to accident insurance, the Company has the first ―Internet

228

Accidental Death & Dismemberment‖ insurance product specifically designed for riders and passengers of motorcycles and bicycles in the industry. Customers may purchase the insurance via the Internet and can easily acquire accidental death protection after paying the premium. ―J-Accidental Death & Dismemberment Insurance Rider‖ provides customer accidental injury, death, and disability protection, protection for accidental injury, death, and disability caused by public transportation, accident protection for major burns, and protection for accidental injury, death, and disability caused by elevators.

In consideration of high medical cost and different treatment time, the Company has developed diversified health insurance products to sustain complete health insurance product lines. Among the personal health insurance products currently being sold, the Company provides ―NGOD One-Year-Term Critical Illness Health Insurance Rider‖ featuring lump-sum payment of premium to target major injury items recognized in national health insurance (except eight uncovered items). This kind of one-year-term design can realize the functions of low premium and high protection; also, the Company provides ―IEC Catastrophic Illness‖ which features guaranteed payment by installments with a premium-exempted design, as well as ―IYC Catastrophic Illness‖ with spillover preference. Also, in response to the policyholders’ needs for surgical medical protection, the Company launched ―NF-Hospital Indemnity Health Insurance Rider‖ to plan surgical protection, and this product involves as many as 1,532 surgical items with maximum amount insured reaching 80 times. Not only inpatient surgical payments but also outpatient surgical protections are provided. Outpatient surgical payments are not discounted, with the same payment multiplier as the inpatient surgical benefits; in addition to surgical items, 203 specific treatment items have been added. The treatment expenses incurred have also been thoughtfully included in the scope of medical protection for the policyholders, thus helping them construct a complete medical protection network.

In recent years, the demand of young and middle-aged people for long-term care has been gradually increased. If misfortune happens, families will bear incredibly high pressure. In order to benefit the general public with long-term care insurance, the Company has launched ―I-Long-Term Care Whole Life‖, ―1-Year-Term GO-Long Term Care Insurance Rider‖, and ―E-Long-Term Care Whole Life‖ to provide flexible options. Long-term care protection shall be planned for any age group so that policyholders and their family members can enjoy peace of mind and support.

For group annuity insurance, in consideration of the trend of an aging society in the future, the Company has launched the first group annuity insurance product in Taiwan, called ―Group Interest Sensitivity Annuity‖. This product offers diversified accumulation tools. Corporate employers may apply this product in their employee retirement planning to satisfy

229

employees’ needs for their retirement planning.

  1. New products planned for development

  2. In response to the change of the social structure, Mercuries Life Insurance Co., Ltd. has not only continually developed a variety of life insurance products, but also dedicated to creating added value to these products, e.g., low-claim payment, three-year free health examination, multi-function overseas service card, competitive housing loans, etc. in the hope that the most complete protection can be provided for the people, and the policyholder’s quality of life can be bettered. With the prevalence of cloud technology, digital services are gradually replacing the traditional manual operations, and life insurance company have competitively launched many different innovative digital services. The Company is also dedicated to promoting quick and convenient ―e‖ policyholder services so that customers can browse the contents of their insurance policies via the Internet, and change their personal files in a convenient and real-time manner. Also, the customers can review their policy loans and automatic prepayments at any time, master the application progress of claim settlement, or flexibly adjust the ratios of investment objectives in their accounts, thus strengthening the mobile operational processes and the cloud-based customer services. The Company has also started planning and actively expanding diversified marketing channels, and continually developed financial products for cross-selling, with the objective to create higher economic benefits and improve customer satisfaction. For the new products planned for development, the product development plan made in the beginning of 2024 is as follows:

is as follows:
Plan for the most
recent fiscal year
Current
progress
R&D expenses
to be further
spent

Time of
completion
of volume
production


Main influencing
factors for
successful R&D
in the future
Long-term
care
regular
health
insurance
(development
of
regular
protection
products
for
the
aged)





Expected to
be launched
in the 2nd
quarter
Approximately
NT$ 1 million


2ndquarter
of 2024

Whether
the
product structure
meets
customer
needs.
Multi-time payment
cancer insurance

Expected to
be launched
in the 2nd
quarter
Approximately
NT$ 1 million


2ndquarter
of 2024

Whether
the
product structure
meets
customer
needs.

(II) Industry overview

  1. Status quo and development of the industry

  2. (1) Overall economy:

The year 2022 was a very challenging year for the domestic insurance industry. The COVID-19 pandemic and the Russia-Ukraine war resulted in a sharp increase in inflationary pressure. As a result, major

230

international central banks had to continuously raise interest rates, and a turbulent situation was presented in the global markets, with both stocks and bonds declining simultaneously. Consequently, the insurance companies faced considerable pressure regarding their investment strategies. At the same time, the number of daily confirmed cases with COVID-19 infection soared to tens of thousands in Taiwan in the middle of 2022, resulting in a substantial increase in the claims for epidemic prevention insurance. This had a significant impact on the insurance companies. Influenced by the double factors, the operation of the domestic insurance industry was undesirable in 2022. In 2023, with domestic epidemic restrictions lifted and epidemic prevention degraded, the central bank already suspend observation for interest rate hikes, and the investment market significantly recovered compared to that in 2022. The adverse factors against the operating environment gradually disappeared. For property and casualty insurance sector, previously affected by the dual impacts of epidemic prevention and claims for epidemic prevention insurance, the probability of turning losses into profits was expected to soar. At the same time, the Federal Reserve published a resolution on interest rate on February 1, 2024 (Taiwan time). Given the continuous slowdown of the inflation, the current interest rate level was sufficient to suppress the further inflationary pressure. According to the final resolution of the Federal Reserve, interest rate hikes were suspended, and the interest rates remained unchanged for 4 consecutive times. The stabilization of the international market benefited the fund utilization of insurance. In summary, after experiencing the difficult environment in 2022, the operation of the insurance industry would gradually return to stability.

With the arrival of the new generation of online insurance, Taiwan is about to usher the first purely online insurer in 2023, and the competent authority expected that it could bring a catfish effect to the traditional insurers just like online bankers. To cope with this challenge, the traditional insurers have actively developed insurance technology services such as remote insurance and electronic insurance policy, or established eco-systems to sustain their competitive advantages. However, when developing new digital applications, the insurers

231

should also face the accompanied risks, e.g., Deepfake fraud taking place in various places in 2022. To sustain their competitive advantages, the insurers should not only develop emerging digital applications, but also exert equal resources and efforts to invest in digital management and protection work like the new edition of information security standards, only by doing which they could establish the emerging digital applications on a ―safe‖ basis and provide customers with ―trustworthy‖ digital insurance services. In addition, IFRS 17 ―Insurance Contracts‖ was initially applied internationally on January 1, 2023. In accordance with the provisions of the International Accounting Standards, the known or reasonably predictable material information regarding the possible impact of the initial application of the new standard on the financial statements of insurance companies should be disclosed in the reporting information in the transition period of IFRS 17. It is expected that IFRS 17 will be adopted in Taiwan on January 1, 2026, with a delay of 3 years compared with the international application. During this period, the preparatory work conducted by international insurers during the transition period can be observed, to moderately review and adjust the importing work of IFRS 17 by the insurance companies in Taiwan.

Traditionally, people in Taiwan hoped to bring upon children to support them in their old age. However, when facing low birth rate and increased longevity, families could no longer bear the responsibility of carrying for the elderly alone, and they must rely on individuals and the government to share the needs resulting from population aging, which was the reason why the government actively engaged in more resources to establish social insurance, welfare, and policies related to the elderly in the last two decades. For example, the national health insurance launched in 1995 benefited the elderly most. Also, Labor Pension Act was established in 2005, and national annuity insurance launched in 2008 respectively. All of them are social insurance systems established in response to the increased longevity of people in Taiwan. However, given the insufficiency of social welfare care in Taiwan, the general public has become increasingly dependent on insurance. Retirement related annuity insurance, medical insurance, (quasi-) long-term care

232

insurance, and other survival related insurance have become increasingly important year by year. Therefore, people’s focus on retirement planning has already been shifted from the mortality insurance in the past to insurance that provides life protection and care. According to the latest statistics of the Taiwan Insurance Institute and the Life Insurance Association, the insurance rate of Taiwan grew year by year, and each Taiwanese held two life insurance or annuity insurance policies on average; however, the popularization rate seemed to slow down in the recent years, and it became challenging for the insurers to enable the general public to have a further understanding of the meaning and significance of insurance, and to actively develop insurance products meeting policyholders’ needs to continually explore the insurance market.

The statistical data released by the Taiwan Insurance Institute (detailed in the table below) indicated the growth rate of the total premium of life insurance in Taiwan from 2013 to 2023. In recent years, due to the spreading of the COVID-19 pandemic, the impact of the interest rate hike executed by the Federal Reserve, and the influence of the import of IFRS 17 in the industry on the product strategies, the total premium income of Taiwan in 2023 was down by 6.27% compared with that in the same period of 2022.

Statistics of Total Premium Income in Taiwan

Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Total premium
income (Unit:
NT$ 100
million)
25,835 27,711 29,267 31,334 34,202 35,116 34,667 31,640 29,711 23,344 21,879
Growth rate
(%)
4.24 7.26 5.61 7.06 9.16 2.67 (1.28) (8.73) (6.10) (21.43) (6.27)

Data source: Taiwan Insurance Institute

The penetration rate (ratio of premium income to GDP) is extremely high in the life insurance industry of Taiwan, but the average insured amount is still low per capita, showing that ordinary people still prefer principal repayment type insurance products, or insurance products similar to time deposit. However, the coverage of life insurance products of such types is still relatively low, and the protection is obviously insufficient. Also, with the worsening of the low birth rate

233

and the population aging, development space still exists in the local life insurance market. In the future, the life insurance practitioners will actively expand the depth of products, research and develop traditional life insurance and health insurance products that differentiate market demands, and plan retirement insurance products in response to the aging society, all of which are the prioritized product development directions in the future life insurance industry.

(2) Overview of life insurance companies

Taiwan Life Insurance Co., Ltd. was the first life insurance company of Taiwan incorporated in 1947. The life insurance market of Taiwan was approved for private operation since 1962, and the maximum number of life insurance companies reached 63 after the entry of foreign life insurance companies (approved for operation since 1986) and the incorporation of local life insurance companies (approved for operation since 1992). However, due to the continuous decline of interest rate and the gradual intensified competition in the insurance industry, the operation of foreign-invested life insurance companies became increasingly difficult, and they began to gradually exit from Taiwan market: In 2004, Farglory Life Insurance Co., Ltd. acquired total assets and liabilities related to all policies of Zurich Life Insurance Taiwan Branch. In 2005, China Life Insurance Co., Ltd. acquired assets, liabilities, and all business from Old Mutual-Guodian Life Insurance Co., Ltd. Taiwan Branch at a price of NT$ 400 million. Later, due to the impact of the financial crisis and the scheduled implementation of IFRS 4 by the parent companies of foreign-invested insurance companies, European life insurance companies faced the pressure of drawing huge-amount liability provisions, and they began to withdraw investments since 2008: In 2008, ING-Aetna Life Insurance Co. planned to implement IFRS based on the regulations of the Europe, and the spread loss resulting from the insurance policies with high interest rate in Taiwan forced the European parent company to draw hundreds of billions of new Taiwan dollars as provisions. After evaluating the effective application of resources, ING-Aetna Life Insurance Co. decided to sell its subsidiary in Taiwan to Fubon Financial at a price of USD 600 million, thus starting the withdrawal of foreign-invested life

234

insurance companies; later, PCA Life Insurance sold its agent channels and relevant assets to China Life Insurance at a price of NT$ 1, and Prudential Life Insurance is still running business in Taiwan; Aegon Life, a major Dutch insurance group, sold all the equity of its subsidiary in Taiwan to Chung Wei Yi Company Limited at a price of NT$ 3 billion; in 2011, AIG suffered from a financial crisis, and sold the equity of Nan Shan Life, its subsidiary in Taiwan, to Ruen Chen Investment Holding Co., Ltd.; MetLife also sold its subsidiary in Taiwan to CTBC Financial Holdings; in 2013, Allianz Life completed relevant delivery procedures and merger operation with HSBC Life and acquired the business and specific assets and liabilities transferred by HSBC Life. Yuanta Financial Holdings implemented a 100% acquisition of New York Life Insurance Taiwan Branch with the approval from the FSC, to set foot in the life insurance company. In addition, with the approval from the FSC, CTBC Life Insurance completed a closing deal with Manulife Life Insurance Taiwan Branch on January 1, 2014; In May 2015, Cathy Life Insurance won the bid of the plan of ―Combination of the Global Life Insurance and Happy Life Insurance‖ at a price of NT$ 30.3 billion to acquire the assets, liabilities, and business of these two life insurance companies. In August 2015, CTBC Financial Holdings included Taiwan Life Insurance as its subsidiary in form of share conversion, which triggered the changes of the life insurance industry of Taiwan again. In January 2017, Nan Shan Life used NT$ 200 million compensated for by the Taiwan Insurance Guaranty Fund to win the bid of transfer of assets, liability, and business operation of Chaoyang Life Insurance, and the closing was finished in May 2017. In January 2018, Zurich Life Insurance dissolved its Taiwan branch. In 2021, with the approval from the FSC, Taishin Financial Holdings obtained 100% equity from Prudential Life Insurance, symbolizing its formal entry into the insurance industry. The later became a subsidiary of Taishin Financial Holdings and renamed to ―Taishin Life‖. The FSC approved Chuub, a British insurance group, to obtain 100% equity from Cigna Taiwan Life Assurance in June 2022, and the equity closing was completed on July 1. The company was fully merged on December 1, 2022. After the withdrawal of European and American insurance companies, there are

235

21 life insurance companies in Taiwan at present, including 19 local life insurance companies and 2 branch companies of foreign life insurance companies in Taiwan.

  1. Relevancy of upper, middle, and lower reaches of the industry: According to the industry association diagram of life insurance industry below, individuals and groups purchase insurance products from life insurance companies directly or through insurance brokers and agents, for the purpose of acquiring protection from the life insurance industry. After acquiring premium income, the life insurance companies would use a part of capital for reinsurance to spread risks, and invest other capital in the financial market to earn interests.

236

Relevancy of Life Insurance Industry

Upstream

Midstream Downstream

==> picture [359 x 86] intentionally omitted <==

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

Insurance agency and brokerage
Provision of Reinsurance
insurance products
Provision of Spread risks
guarantee Capital investment
Personal and group Life insurance
Premium Financial market
----- End of picture text -----

  1. Development trends and competition of products:

  2. (1) Development trends of life insurance products (Data source: Statistics of life insurance industry from the Life Insurance Association)

    • The statistical data of the Life Insurance Association indicated: The total premium income of the life insurance industry reached NT$ 2.024 trillion in 2023, down by 4.1% compared with NT$ 2.1115 trillion in 2022; the first-year premium (FYP) income reached NT$ 516.4 billion, down by 6.9% compared with NT$ 554.6 billion in the previous year, while the renewal premium income reached NT$ 1.5076 trillion in 2023, down by 3.2% compared with NT$ 1.5569 trillion in 2022. In order to differentiate the overall product operation conditions in a reasonable manner, the insurance products have been classified as traditional products and investment products by confirming whether the insurance companies are responsible for the profit or loss on investment. To be specific, the premium income of traditional products reached NT$ 1.8389 trillion, down by 3.3% compared with NT$ 1.9008 trillion in the previous year, among which the FYP income was NT$ 414.8 billion, down by 2.8% compared with that in the previous year, while the renewal premium income reached NT$ 1.4241 trillion, down by 3.4% compared with that in the previous year; the premium income of investment insurance products reached NT$ 185.1 billion, accounting for 9.1% of total premium income, among which the FYP income reached NT$ 101.6 billion, and the renewal premium income reached NT$ 83.5 billion.

Statistical Table of Premium Income of the Life Insurance Industry in 2022 and 2023

Unit: NT$ 100 million

Item Item 2022 2022 2023 2023
Premium
income
Ratio (%) Premium
income
Ratio (%)
First year Traditional
products
4,266
76.92

4,148

80.33%

237

Investment
products
1,280
23.08

1,016

19.67%
Subtotal 5,546
100.00

5,164
100.00%
Renewal Traditional
products
14,742
94.69

14,241

94.46%
Investment
products
827
5.31

835

5.54%
Subtotal 15,569
100.00

15,076
100.00%
Total Traditional
products
19,008
90.02

18,389

90.85%
Investment
products
2,107
9.98

1,851

9.15%
Subtotal 21,115
100.00

20,240
100.00%

Data source: Life Insurance Association

Note: Only the premium income that complies with the provisions stipulated in IFRS 4 Insurance Contracts is calculated in this table.

The analysis of FYP income per insurance type indicated: The premium income of life insurance reached NT$ 442.8 billion, accounting for 85.7% of the FYP income, and down by 3.8% compared with NT$ 460.1 billion in 2022; the premium income of accident insurance reached NT$ 13.7 billion, accounting for 2.7% of the FYP income, while that of health insurance reached NT$ 40.2 billion, accounting for 7.8% of the FYP income, and up by 9.8% compared with that in 2022; the premium income of annuity insurance reached NT$ 19.7 billion, accounting for 3.8% of the FYP income, and down by 57.5% compared with NT$ 46.4 billion in 2022.

If viewed from the FYP income of traditional insurance products, the total FYP income reached NT$ 414.8 billion, down by 2.7% compared with NT$ 426.5 billion in the previous year, among which: The FYP income of life insurance reached NT$ 353.3 billion, down by 2.0% compared with NT$ 360.6 billion in the previous year; the FYP income of accident insurance reached NT$ 13.7 billion; the FYP income of health insurance reached NT$ 40.2 billion; the FYP income of annuity insurance reached NT$ 7.6 billion, down by 57.5% compared with that in the previous year.

If viewed from the FYP income of investment insurance products, the total FYP income reached NT$ 101.6 billion, among which: The FYP income of life insurance reached NT$ 89.4 billion, accounting for 17.3% of the FYP income of all insurance types; the FYP income of annuity insurance reached NT$ 12.1 billion, accounting for 2.3% of the FYP income of all insurance types.

Statistical Table of FYP Income of the Life Insurance Industry per Insurance

238

Type in 2022 and 2023

Type in 2022 and 2023 Type in 2022 and 2023 Type in 2022 and 2023 Type in 2022 and 2023
Unit: NT$100million
Insurance type 2022 2023
Life insurance Traditionalproducts 3,606
3,533
Investmentproducts 995
894
Subtotal 4,601
4,428
Accident insurance Traditionalproducts 114
137
Health insurance Traditionalproducts 366
402
Annuity insurance Traditionalproducts 179
76
Investmentproducts 285
121
Subtotal 464
197
Total Traditionalproducts 4,265
4,148
Investmentproducts 1,280
1,016
Subtotal 5,545
5,164

Data source: Life Insurance Association Note: Only the premium income that complies with the provisions stipulated in IFRS 4 Insurance Contracts is calculated in this table.

Through the general survey of the performance of the life insurance industry from January to December 2023, the total premium income reached NT$ 2.024 trillion, down by 4.1%. The FYP income was decreased by 6.9%. The premium income of traditional insurance products was kept greater than that of investment insurance products; the FYP income of investment insurance products reached NT$ 101.6 billion, accounting for 19.7% of the FYP income of all insurance types. The FYP income of investment insurance products accounted for 23.1% in the same period last year (2022). The performance of the life insurance in 2023 is explained from two aspects:

A. Traditional insurance products:

In 2023, the insurers had an increasingly prudent attitude towards the declared rise of the interest rate for the interest sensitivity products, which did not comply with the people’s expectations, and the sales of USD interest sensitivity life insurance products were harmed due to the depreciation of TWD against USD. As a result, the growth of performance of these products slowed down. Also, it was expected by the general public that the future premium would be reduced in response to the rise of interest rate, which was the reason why the policyholders adopted a wait-and-see attitude in 2023. From January to December 2023, the FYP income of

239

traditional insurance products was down by 2.7% compared with that in 2022.

  • B. Investment insurance products:

The policyholders began to adopt a conservative attitude towards investments due to the fluctuation correction of the capital market, the increase of inflation pressure, and the depreciation of TWD against USD. In addition, the new system regarding investment insurance policies was initiated, and provisions were stipulated regarding investment targets, appropriation mechanism, value-added feedback, etc., a certain impact was also imposed on the channel sales. The FYP income of investment insurance products from January to December 2023 was down by 20.6% compared with that in the previous year.

(2) Trends of channel development

Statistical Table of FYP Income of the Life Insurance Industry per Source of Premium Income in 2023

Premium Income in 2023 Premium Income in 2023 Premium Income in 2023 Premium Income in 2023 Premium Income in 2023
Unit: NT$1 million
Per source Life insurance
companies
Bank
agencies
Traditional
agencies
Total
Premium income 206,486 215,593 94,326 516,405
Ratio(%) 39.99 41.75 18.27 100.00
Personal life
insurance
118,545 196,643 33,979 349,168
Personal annuity 6,127 1,140 210 7,478
Investment insurance 36,430 17,244 47,906 101,580
Personal accident and
health insurance
32,528 315 6,539 39,382

Data source: Report Form of Premium Income of the Life Insurance Association Note: Only the premium income that complies with the provisions stipulated in IFRS 4 Insurance Contracts is calculated in this table.

According to the statistical data of the Life Insurance Association, the FYP income reached NT$ 516,405 million in 2023, among which: The FYP income of the marketing system of the life insurance companies reached NT$ 206,486 million, accounting for 39.99%; the FYP income from the bank channel reached NT$ 215,593 million, accounting for 41.75%; the FYP income of the traditional insurance brokers and agents was only NT$ 94,326 million, accounting for 18.27%. Bank

240

channel is the primary source for the current premium income. In recent years, due to the influence of major environmental factors, including depression of the overall economic environment and low fixed deposit rate of the banks, interest sensitivity products and investment products have been deeply favored by the public. If viewed from the data of insurance types, the performance of bank channels substantially surpassed that of life insurance companies regarding the FYP income of life insurance. However, life insurance companies are still the main sales channel of traditional insurance products including health insurance and accident insurance. To sustain the stability and growth of new contract premium, insurance companies have spared no effort to develop and maintain their channels. The development trends of each channel are analyzed as follows:

A. Traditional agent channel

In recent years, due to the impact of the financial tsunami and IFRS 4, European life insurance companies faced a great responsibility for drawing huge-amount provisions. Some foreign-invested life insurance companies such as ING-Aetna, Prudential, Aegon and MetLife withdrew a part or all of their business from Taiwan in succession since 2008. In the face of withdrawal and resale of foreign-invested insurance companies as well as the development of various marketing channels in recent years through horizontal alliance and cross-marketing in the group, the survival space of insurance agents was obviously compressed. For life insurance companies, talent management is the key to sustainable development, and the acquisition of insurance policies through agency channel can provide relatively high profits. Therefore, the life insurance companies have adopted various approaches like financial subsidies and image advertising in the hope that young agents can be attracted to join them. Currently, new blood is still continually demanded in the life insurance industry, in order to effectively improve the competitiveness of their performance.

B. Bank channel

The premium income from the bank channel grew quickly in recent

241

years. People began to adopt a relatively conservative attitude towards investments mainly due to the influence of financial tsunami. In consideration of this situation, banks introduced short-term insurance policies with relatively low risks, such as retirement insurance, savings insurance, interest sensitivity insurance, investment insurance, and housing loan life insurance, etc. Furthermore, people’s acceptance of insurance products has been improved, and they would actively inquire information of insurance products from the banks. Therefore, sales of insurance products by the banks are much easier than the agent channel. Since the sales from the bank channel are no longer limited to investment and financing products, the bancassurance channel becomes more flexible, so that the insurance companies can sell products that benefit their financial structure more. Therefore, it is a positive improvement for consumers, banks, and insurance companies. In the future, with the increasing maturity of the insurance market and the arrival of the aging society, more retirement planning products and long-term care insurance products will be launched, and with the advantages of the bancassurance channel, more customers will be attracted continually.

4. Competition

Benefited from the stable growth of the global economy and the repeated soaring stock market performance, the growth of investment insurance products has become significant. With the increased longevity and people’s emphasis on health and medical guarantee, lifelong medical insurance, cancer insurance, and long-term care insurance are the key products mostly described by customers, for they meet customers’ requirements and drive the growth of the performance of the insurance companies. According to the statistics of the Life Insurance Association regarding the premium income in 2023, the market share of the Company in the total premium income market reached 5.19%, ranking the 7[th] place among the 21 life insurance companies in Taiwan.

(III) Overview of technology and R&D

1. Technical level of operation operated and R&D

In recent years, with the recovery of the global economy and the gradual

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restoration of confidence in local and foreign investment markets, the insurance market of Taiwan has successively launched various types of insurance products to satisfy existing customers’ needs and expand and develop potential policyholders. However, due to the influence of uncertain political and economic factors at home and abroad, customers’ willingness to bear risks has become conservative compared with the past. Therefore, the main products sold in the insurance market are still investment products linked with entrusted investment accounts, traditional insurance products featuring principal repayment, protection insurance products, and traditional insurance products involving foreign currency receipts and payments. The product strategies of the Company are as follows:

  • (1) Continually promoting term protection insurance products, and protection riders matched with main investment product contracts (life insurance, accident insurance, and health insurance).

  • Develop term protection insurance products that meet customers’ needs by discussing the gap of customers’ needs with marketing units (life insurance, accident insurance, and health insurance).

  • Develop term protection insurance products that are suitable for being attached under investment products by discussing the gap of customers’ needs with marketing units.

  • Design term protection insurance products that meet the needs of elderly policyholders.

  • (2) Strengthening competitiveness of products and reviewing the main products in the same industry, to design products capable of improving mortality gains and loading surplus.

  • Continually promote the sales of health insurance combined with the featured sales of walking-type spillover insurance, and continue to develop different types of spillover policies and add applicable categories of products (e.g., life insurance).

  • Discuss with the marketing unit to study the main products designed for the retired people in the same industry, and provide products that satisfy customer requirements.

  • Discuss with the marketing unit, design products suitable for new agents to sell, and assist them in expanding the markets.

  • (3) Market survey and suggestions on transformation of product strategies under IFRS17 and ICS.

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  • Periodically track the transformation of product strategies of main industry peers under IFRS 17 and ICS (investor conference presentation/news/public information).

  • R&D personnel and their education and experience The Company is engaged in the life insurance industry which is a part of the financial service industry. Product Department of the Company is responsible for the R&D and design of main insurance products. The Product Department is further divided into Product R&D Section 1, Product R&D Section 2, Product R&D Section 3, Investment Product Section, and Product Analysis Section. Product R&D Section 1, Product R&D Section 2, and Product R&D Section 3 are mainly in charge of traditional life insurance, interest sensitivity annuity insurance, health insurance, accident insurance, and group insurance; Investment Product Section is mainly in charge of investment life insurance products and investment annuity insurance products; Product Analysis Section is responsible for handling IFRS 17-related work. The sections mentioned above conduct market research and investigation, product development, and management work before and after sales of insurance products or tasks they are responsible for.

As of February 29, 2024, the Product Department comprised 32 employees (including department heads), accounting for approximately 2.1% of the internal staff of the Company. Among them, 24 employees are with a master’s degree, 1 employee has obtained the qualification of Fellow of the Society of Actuaries (FSA), and 4 employees have obtained the qualification of Associate of the Society of Actuaries (ASA); 10 employees have the work experience for less than 2 years, 9 employees have the work experience for 2-5 years, 5 employees have the work experience for 5-8 years, and 8 employees have the work experience for more than 8 years.

  1. R&D expenses invested annually in the last five years

The Product Department is the product R&D unit of the Company. The expenses below are the costs of manpower and software/hardware spent by the Product Department for product R&D:

Unit: NT$1,000 Unit: NT$1,000
Year 2019 2020 2021 2022 2023 Q1 of 2024
R&D
expenses
26,352 29,754 28,008 28,473 33,862 11,195

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  1. Successfully developed technologies or products

The Company continues to review the operating procedures, and relies on its self-developed product design procedures and standardized processes to substantially improve its product design efficiency. The main products successfully researched and developed in the last three years and in the year of application are as follows:

of application are as follows:
Year Name of type of insurance
2021 B Hospital & Surgical Expenses Insurance Rider,Plan A
AF-Variable Annuity
AS-Variable Annuity
A Waiver-of-Premium Insurance Rider
TMM Interest Sensitivity Whole Life (Regular Payment)
K-Investment Target Contract Endorsement
M-Variable Universal Life
MF-Variable Universal Life
NGOD One-Year-Term Critical Illness Health Insurance Rider
GF-Variable Universal Life
G-Variable Universal Life
T-Variable Universal Life
1-Year-Term GO-Long Term Care Insurance Rider
Z-Long-Term Care Whole Life
Group Elite College Medical & X-ray Reimbursement, Type A
J-Investment Target Contract Endorsement
MA-Cancer Insurance
CA-Term Life
CY-Decreasing Term Life
LH-Hospital Indemnity Health Insurance Rider
SP-Accidental Death & Dismemberment Insurance
O Waiver-of-Premium Insurance Rider
Z Waiver-of-Premium Insurance Rider
FH-Hospital Indemnity Health Insurance Rider
1-Year GOS-Term Rider
H-Accidental Death & Dismemberment Insurance Rider
HP-Accidental Dismemberment Insurance Rider
2022 FF-Variable Universal Life
F-Variable Universal Life
1-Year Term GO-Accidental Dismemberment Insurance Rider
IEC Catastrophic Illness
IKC Catastrophic Illness
I-Long-Term Care Whole Life

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Year Name of type of insurance
I-Small Amount Whole Life
I-Small Amount Dismemberment Insurance Rider
IYC Catastrophic Illness
J-Long-Term Care Whole Life
LF-Variable Universal Life
LS-Variable Universal Life
NSE-Hospital IndemnityHealth Insurance
New S-Term Rider
S-Accidental Medical Reimbursement Insurance Rider
S-Dread Disease Benefit Insurance
S-Accidental Medical Reimbursement and Daily Hospital Income Health
Insurance
SE-Hospital IndemnityHealth Insurance
SF-Accidental Dismemberment Insurance Rider
S-Accidental Fracture Reimbursement Insurance Rider
SR-Dread Disease Benefit Insurance
TDL Interest SensitivityWhole Life (Regular Payment)
Single-Premium TFL Interest SensitivityWhole Life (Regular Payment)
TYL Interest SensitivityWhole Life (Regular Payment)
5-Year X-Term Life
X-Term Life
2023 TMY Interest SensitivityWhole Life (Regular Payment)
NTFL Interest SensitivityWhole Life (Regular Payment)
TGZ Interest SensitivityWhole Life (Regular Payment)
AF-Term Life
CF-DecreasingTerm Life
LS-Variable Annuity
NF-Variable Annuity
NS-Variable Annuity
HPA-Whole Life
DB-Hospital & Surgical Expenses Insurance Rider C
E-Long-Term Care Whole Life
NF-Hospital IndemnityHealth Insurance Rider
NL-Hospital IndemnityHealth Insurance Rider
SSA-Cancer Insurance
YAC-Cancer Insurance
J-One-Year Health Insurance Rider A (for telemarketing)
Spillover Effect Rider

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Year Name of type of insurance
Take-Profit & Schedule Order Endorsement
  • (IV) Long-term and short-term development plans

1. Long-term development plans

The Company continues to develop foreign currency insurance policies, comprehensive accident insurance, comprehensive medical insurance, and new types of investment insurance/annuity products in response to the policies of the competent authority and based on the market demand. In addition, it continually develops innovative products, and strengthens the promotion of strategic and high-contribution products to ensure the stable growth of performance. The Company also strives to improve the competitiveness and performance of its major channels, including agent channel, bank channel, and diversified marketing channel, to pursue a business goal of steady and continual growth. In response to the prevalence of cloud technology, the Company actively develops ―e‖ and cloud service tools to construct high-efficiency organization systems and marketing tools, and create efficient competitive advantages.

2. Short-term development plans

In addition to providing comprehensive life insurance products and services for the customers, the Company is also dedicated to satisfying customers’ diversified protection needs and financing requirements, and mastering the market trends at any time. In response to the market demand, the Company will discuss with the marketing unit to continually develop term insurance protection products as well as protection insurance riders matched with insurance master contracts, e.g., development of term protection insurance products that comply with customers’ needs (health insurance, accident insurance, and life insurance) and development of term protection insurance products attached to the investment products. Besides, the Company strengthens the competitiveness of its products and reviews the main protection insurance products in the industry, to design products with improved mortality gains and loading surplus, e.g., continual promotion of the sales of health insurance combined with the featured sales of walking-type spillover insurance, and continual development of different types of spillover policies and add applicable categories of products (e.g., life insurance); research the main products designed for the retired people

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in the same industry and provide products that satisfy customer requirements; design products suitable for new agents to sell, and assist them in expanding the markets. At the same time, the Company periodically tracks the transformation of product strategies of main industry peers under IFRS 17 and ICS through investor conference presentation, news, and public information.

II. Overview of Market, Production and Sales

  • (I) Market analysis

  • Regions of sales (provision) of main products (services) of the Company Mercuries Life Insurance Co., Ltd. has established six branch companies, namely, Taipei Branch Company, Taichung Branch Company, Chiayi Branch Company, Tainan Branch Company, Kaohsiung Branch Company, and International Insurance Brach Company, as well as 263 agency offices, with the regions of services spread all over Taiwan. When continually exploring the insurance market in Taiwan, the Company was listed on December 18, 2012, and mainly provided protection and investment insurance products. Also, relying on the high-quality and high-capacity agency team and the excellent administration team, the Company continually provides all-around products and innovative services, creates long-term value for policyholders, shareholders, and employees, and makes more contributions to the society.

  • Huge business system and tremendous manpower

    • The excellent agency team is the most valuable asset of the Company. As of the end of December 2023, the number of agents of the Company reached 9,000, ranking the 6[th] place in the industry. The agents of the Company are highly productive, and also competitive in the central and south Taiwan. In addition, the Company established a Taoyuan/Hsinchu Regional Department in November 2011, and Chiayi Regional Department and Tainan Regional Department in August 2016 respectively to strengthen the fighting capacity of the agents in each region.

    • The business of the Company is distributed in six regions, i.e., Taipei, Taoyuan/Hsinchu, Taichung, Chiayi, Tainan, and Kaohsiung, which culturally communicate, compete, and cooperate with each other with a sense of identity. Also, approaches like competition, promotion, and assessment are adopted to improve agents’ productivity, and related education and training programs are provided to improve colleagues’ quality; also, the Company emphasizes on teamwork, and asks colleagues with market experience to lead others, thus creating a record of success of

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the vast majority of people.

3. Market share

According to the statistics of the Taiwan Insurance Institute regarding the market share of premium income of life insurance companies of Taiwan, the market share of the Company in the last two years is as follows:

List of Market Share in the Last Two Years

market share of the Company in the last two years is as follows:
List of Market Share in the Last Two Years
market share of the Company in the last two years is as follows:
List of Market Share in the Last Two Years
market share of the Company in the last two years is as follows:
List of Market Share in the Last Two Years
market share of the Company in the last two years is as follows:
List of Market Share in the Last Two Years
Unit: NT$100million
Year
Total premium income of
the life insurance industry
Total premium income
of the Company
Market
share(%)
2022
23,344
1,149
4.92
2023
21,879
1,136
5.19
Year Total premium income of
the life insurance industry
Total premium income
of the Company
Market
share(%)
2022 23,344 1,149 4.92
2023 21,879 1,136 5.19
  1. Future supply, demand, and growth of the market
Year 2018 2019 2020 2021 2022 2023
Population (Unit: 1,000
persons)
23,580
23,596

23,582

23,468

23,265

23,420
National income (Unit:
NT$1 million)
15,968,442 16,312,542 17,232,544 18,806,943 19,372,225 19,937,565
Number of effective
contracts (Unit: 1,000
contracts)
58,842
60,445

61,376

61,900

61,904

61,721
Insured amount of
effective contracts (Unit:
NT$1 million)

47,107,404
49,230,066 50,171,227 52,196,193
52,929,660

53,941,117
Total premium income
(Unit: NT$1 million)
3,511,560
3,466,688

3,163,957

2,971,092

2,334,389

2,187,947
Rate of insurance
covering (Note)
249.54%
256.17%

260.27%

263.76%

266.08%

263.54%
Penetration rate (Note) 295.00%
301.79%

291.14%

277.54%

273.22%

270.55%
Ratio of premium to
national income
21.99%
21.25%

18.36%

15.80%

12.05%

10.97%
Economic growth rate 2.79%
3.06%

3.39%

6.53%

2.45%

1.31%

Data sources:

Population, national income, and economic growth rate: Directorate-General of Budget, Accounting and Statistics of the Executive Yuan (Data as of March 7, 2024) Name of effective contracts, insured amount of effective contracts, and total premium income: Taiwan Insurance Institute

Notes:

Number of effective contracts, and insured amount of effective contracts: Only life insurance and annuity insurance are calculated.

Rate of insurance covering: Number of effective contracts (only life insurance and annuity insurance calculated)/Population

Penetration rate: Insured amount of effective contracts (only life insurance and annuity insurance calculated)/National income

As shown in the table above, the rate of insurance covering in 2023 slightly declined compared with that 2022, which was the first decline in the recent years. The needs of people for insurance should be continually observed in the future. As for the future supply and demand of the market, with the loosening of laws and regulations and the changes in financial environment, continuous innovations have been made to the types of insurance products in

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the life insurance industry. In addition to the tradition insurance products, innovations have also been continually made in investment insurance products and principal-protected insurance products to satisfy the market demand; also, due to the trend of aging and change of population structure, the demand of people for medical insurance and care insurance products will inevitably grow with each passing day. In the face of such infinite potential insurance needs, designing and supplying high-quality insurance products to the market as appropriate will create a win-win situation for both policyholders and the life insurance industry.

5. Competitive niches

  • (1) Brand awareness and a role model for new life insurance companies

  • The Company adheres to the spirits of ―A word of promise, a friend for life‖, endeavors to cultivate the insurance market in Taiwan, and relies on high-quality and high-capacity agency team and excellent administration team to continually provide all-around products and innovative service, create long-term value for policyholders, shareholders, and employees, and make more contributions to the society. Continuous improvement is the fundamental spirit of the Company. In the 25[th] ―Insurance Faith, Hope & Love Award‖ sponsored by RMIM Inc. in 2023, the Company stood out among many life insurance companies and won ―Best Product Creativity-IYC Catastrophic Illness of Mercuries Life Insurance‖ and other five awards; ―National Brand Yushan Award‖ was sponsored by the Republic of China National Enterprise Competitiveness Development Association which issued awards including ―Most Competitive Enterprise Award‖, ―Best Product Award‖, ―Most Popular Brand Award‖ and ―Leader of Outstanding Enterprise Award‖ every year with strict standards. In ―The 20[th] National Brand Yushan Award‖, the Company won ―Best Product Category Award‖ again with its ―IYC Catastrophic Illness‖, demonstrating the excellent performance of the Company in the development and design of insurance products, and showing that the Company’s image as an innovative and surefooted insurance company was already strongly rooted in people’s heart. Therefore, the Company adequately became a role model for new life insurance companies.

  • (2) Stably growing operating objectives and results

  • Stable growth and continual profitability are the goals for the Company to exert consistent efforts. In 2023, the premium income from new contracts reached NT$ 33.3 billion, the total premium income reached NT$ 113.6 billion, the available capital reached NT$ 1.3219 trillion, and the total assets reached NT$ 1.5218 trillion, leading among the new life

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insurance companies. The total assets of the Company exceeded NT$ 1 trillion in 2017, formally becoming a ―Trillion Enterprise‖.

  • (3) Complete protection for customers with complete product lines

    • The Company continues to pursue innovative and complete insurance products and services. It took the initiative to launch universal life insurance in 2005, and launched the first excellent health whole-life insurance policy in 2008, the first investment product interest suspension mechanism in 2009, and the first RMB whole life insurance in 2013 respectively. Besides, in the appraisal of ―Insurance Faith, Hope & Love Award‖ in 2007~2011 and 2014~2023, the Company won the honor of ―Best Product Innovation Award‖ for many tiles. In 2015~2017 and 2020, relevant products of the Company were included in the appraisal of insurance products by Smart Weekly and Modern Insurance Health + Wealth Management Magazine , demonstrating the Company’s goals to research and develop insurance products that comply with market demand with innovative thinking, and become the most valuable life insurance company.
  • Advantages and disadvantages of development vision and responsive

measures:

  • (1) Advantages of development vision:

    • A. The marketing channels are diversified, and the level of quantity and quality of life insurance products presented to the consumers can be extended.

    • B. The restrictions for use of capital in the life insurance industry have been relaxed, to facilitate the improvement of the capital application efficiency of this industry, and increase its competitiveness.

    • C. The competent authority has simplified the insurance product review process to speed up the promotion of new products.

    • D. The increasing medical demand leads to the potential demand for medical insurance and care insurance.

    • E. New investment insurance products have been increasingly put forth to satisfy the needs of policyholders with different risk tolerance.

    • F. The demand for digital marketing and services has been enhanced in the network era.

    • G. Problems like aging and low birth rate continue, and the pension market has been much emphasized, together with the increased demand for aging protection.

  • (2) Disadvantages:

    • A. Insurance rate liberalization intensified the competition in the life insurance industry, and raised the pressure regarding operating cost.

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     - B. The arrival of the era of high premium increases the difficulties in selling traditional life insurance products.

     - C. The competent authority raises increasingly strict requirements in relevant provisions governing the insurance products.

  - (3) Responsive measures:

     - A. Strengthen the management of asset-liability coordination to lower the level of potential risks in finance and business operations.

     - B. Promote diversified marketing channels to extend the reach of business sources.

     - C. Promote a complete series of diversified life insurance products so that the policyholders can purchase sufficient protection at one time.

     - D. Adhere to the business culture and philosophy of ―A word of promise, a friend for life‖ in the hope that recognition can be acquired from more policyholders.
  • (II) Important purposes and production process of main products

  • Important purposes of main products

    • To reduce the burdens and economic losses caused to policyholders due to substantial risks in the future when they are confronted with potential contingent risks in terms of life or finance through different types of insurance planning in advance.
Type of
insurance
Product introduction Important purpose(s) or function(s)
Personal life
insurance

A contract with death or
survival of the insured as the
payment condition


To
provide
insurance
benefit
or
compensate for economic losses given
death or survival of the insured.
Personal
health
insurance
A
contract
with
economic
losses caused to the insured due
to disease or medical treatment
as thepayment condition



To compensate for the income loss or
medical expense resulting from the disease
or medical treatment of the insured.
Personal
accident
insurance
A contract with injury caused
to the insured due to accident
as thepayment condition


To compensate for the disability, death,
income loss, or medical expense resulting
from the accident occurringto the insured.
Personal
annuity
insurance
A contract that regularly pays
the agreed amount during the
survival or a specific period of
the insured.



It is distinguished as insurance contracts
for accumulation period and annuity
payment period; the proposer is required
to pay within a certain period to
accumulate the policy value (accumulation
period). Then, after the agreed number of
years expires, or the agreed age is reached,
annuity will be initially paid (annuity
payment period) to secure the economy
and safety of the receiver of the annuity in
the future.
Investment
insurance
A
contract
stipulating
the
investment of the proposer in
fund or structural bondwith



To
provide
insurance
benefit
or
compensate for economic losses based on
the death or survival of the insured.This

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Type of
insurance
Product introduction Important purpose(s) or function(s)
policy account value. This
amount will be paid as agreed
in a specific period or upon
occurrence of an insurance
accident.




insured amount will be impacted by the
policyholders’ investment performance.
Group
insurance
A contract with a group as an
insured unit and personal safety
of the members of this group as
the insurance target



To gather the members with a stake in the
group to share the premium and economic
losses in a fair and reasonable way, with
the objective to ensure the insured
members’stable economiclife.
  1. Production process of main products

  2. (1) Preliminary idea: The Product Development Consulting Commission (PDCC) comprising marketing related departments or representatives of agency supervisors is responsible for reporting product insufficiencies or market trends to the Company and providing references for the changes of the products currently sold and the design of new products.

  3. (2) Evaluating the feasibility of commercialization: Matters including legal norms, product orientation and sales channels, profit analysis, actuarial and reinsurance shall be prudently evaluated in the preliminary idea to determine the feasibility of commercialization of a product.

  4. (3) Reporting to the Company’s internal product review group meeting to discuss and determine the contents of products: The product idea determined shall be submitted to the internal product review group meeting for joint discussion, and then corrected as necessary before the payment content and features of the product, and name of this new insurance product may be determined.

  5. (4) Studying and drafting contractual clauses and calculation descriptions: The contractual clauses and calculation descriptions shall be drafted and established in accordance with relevant laws and regulations as well as the design content of this product. Then, they shall be signed by qualified signatories specialized in actuarial/underwriting/security/claim settlement/legal affairs/investment to strictly control the product quality.

  6. (5) Submitting the product for review and the competent authority for approval or reference: The product under approval system may be sold only after being reviewed and approved by the competent authority. The product under reference system shall be submitted to the competent authority for review within fifteen working days after its sale.

  7. (6) Preparing for sales: Before the launch of a new insurance product, Marketing Department (Bancassurance Department for bancassurance products, Group Insurance Department for group insurance products, or Diversified Marketing Department for e-commerce or telemarketing

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products) shall convene a product management group meeting with subject matters as study and discussion of clauses and work coordination of each department.

  • (7) Preparing for sales (applicable for investment insurance policy-linked overseas structured products): Before an investment insurance policy-linked overseas structured product is sold, the product review group shall be responsible for convening a product review meeting for this product and keeping relevant video recordings in accordance with ―Criteria for Review of Overseas Structured Products‖ established by the Company. After the product passes the review, the issuer or general agent of this overseas structured product shall be notified. If the trustee or the object of sales is not a professional investor, the issuer or general agent shall make an announcement two business days before the sales as stipulated.

(III) Supply of main raw materials: Not applicable.

  • (IV) Names of customers with sales amount accounting for 10 percent or more of the total purchasing (selling) amount in either of the last two years and their purchasing (selling) amount and ratios:

  • Since the Company is a life insurance company, the analysis of purchasing vendors does not apply; also, since the Company didn’t receive premium income from a single policyholder that accounted for 10% or more of the annual premium income, it is thus not applicable.

  • (V) Production volume and value in the last two years: Not applicable since the Company is a life insurance company.

  • (VI) Sales volume and value in the last two years

Unit: NT$1,000/Policy/Person Unit: NT$1,000/Policy/Person Unit: NT$1,000/Policy/Person Unit: NT$1,000/Policy/Person
Type of insurance 2022 2023
Number of
effective
contract policies
Total premium
income

Number of
effective
contract policies
Total
premium
income
Life insurance 3,372,133 39,035,192 3,331,641 33,403,428
Health insurance 8,611,508 36,554,430 8,615,113 36,341,591
Accident insurance 3,743,865 3,423,317 3,812,103 3,526,506
Annuity insurance 14,051 3,796 8,541 20,949
Universal insurance 20,356 468,741 19,191 444,940
Investment insurance
412,766
2,828,649 444,913 3,023,336
Group insurance 1,724,579 865,990 1,649,882 873,382
Total 17,899,258 83,180,115 17,881,384 77,634,132

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Note: For personal insurance, the number of effective contract policies in the table above refers to number of policies, while for group insurance, it refers to number of persons.

III. Profile of Employees in the Last Two Years and as of the Publication Date of the Annual Report

Year Year 2022 2023 As of February 29,
2024 in currentyear
Number of
employees
Internal staff 1,783
1,818

1,796
Agency force 9,602
9,000

8,708
Total 11,385
10,818

10,504
Average age 40.73
42.46

42.69
Average seniority 11.38
13.07

13.29
Education
distribution
ratio
PhD 0.04%
0.02%

0.01%
Master 7.63%
7.70%

7.56%
Junior college 72.26%
73.16%

73.95%
Senior high
school
19.64%
18.74%

18.08%
Below senior
high school
0.43%
0.38%

0.40%
  • (I) As of December 31, 2023, the licenses held by the employees in each professional field are listed as follows:

  • 4 employees with the qualification of FSA

  • 2 employees with the qualification of Chartered Financial Analyst (CFA)

  • 5 employees with the qualification of Financial Risk Manager (FRM)

  • 6 employees with the qualification of Certified Securities Investment Analyst

(CSIA)

  1. 1 employee with the qualification of Certified Financial Planner (CFP)

  2. 7 employees with the qualification of accountant

  3. 8 employees with the qualification of lawyer

  4. 1 employee with the qualification of internal auditor

  5. 4 employees with the qualification of work safety manager

  6. 613 employees with the qualification of a full member of the Life Office

Management Association

  • (II) As of December 31, 2023, the designated licenses acquired by personnel of the Company related to transparency of financial information from the competent authority are listed as follows:

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  1. 4 employees with the qualification of FSA

  2. 2 employees with the qualification of CFA

  3. 5 employees with the qualification of FRM

  4. 6 employees with the qualification of CSIA

  5. 7 employees with the qualification of accountant

  6. 1 employee with the qualification of internal auditor

IV. Information on Environmental Protection Expenditure

  • (I) The Company hasn’t suffered from any losses related to the compensation for environmental pollution and penalty imposed.

  • (II) The Company has established ―Supplier Policy‖ and ―Regulations Governing Manufacturer Selection and Management‖ to treat suppliers fairly and faithfully. In the spirit of ―A word of promise, a friend for life‖, the Company is committed to mutual development and long-term partnerships. The supplier management is intended to achieve the future sustainable development goals from selection, follow-up management and periodic review to cooperation and continual development. Relying on a manufacturer selection mechanism, we have accumulated over 330 qualified manufacturers, 99% of which are local manufacturers. All of these manufacturers have basic experience and operational performance. Through each time of cooperation, we expect that our suppliers can develop and advance with us in addition to the continual quality requirements.

Every year in the past, we continued to evaluate manufacturers who could qualify for long-term partnerships. A total of 16 manufacturers were able to obtain the qualification as long-term cooperative manufacturers this year, and they were our preferred partners. We trust these manufacturers, for they comply with and can help us achieve our direction for sustainable development. These 16 manufacturers have passed our evaluation, including: Whether the manufacturers comply with the Company’s manufacturer management specifications in the last year; whether the manufacturers value ESG; whether the manufacturers attach importance to environmental issues, and haven’t polluted environment; whether the manufacturers comply with the international standards for human rights, duly perform their obligations to protect workers’ interests, and haven’t violated labor interests; whether the manufacturers emphasize on corporate governance; whether the manufacturers are compliant companies with transparent information. We may achieve the goal of sustainable development through cooperation with these suppliers. Such evaluation is performed once every year. If a manufacturer does not comply with the conditions, its qualification as a long-term cooperative manufacturer will be cancelled. Then, manufacturers will be selected among eligible manufacturers again in the next year and they may be promoted to long-term cooperative manufacturers again. In this case, they may acquire

256

opportunities to cooperative with the Company with priority.

We expect that our long-term cooperative manufacturers may shoulder greater responsibilities. As our outsourced cooperative manufacturers, they shall obtain the qualifications of outsourced manufacturers first. Also, we would conduct regular review, even field review, every year to learn about whether the whole operation process of these manufacturers complies with the requirements of outsourcing work, including: Whether the manufacturers provide employees with education and training regarding site work environment and network device security; whether the manufacturers have relevant licenses and conduct process control; whether the manufacturers have signed confidentiality agreements; whether the manufacturers conduct self-review. Also, we are concerned about whether these outsourced manufacturers have required licenses or any negative news. There are a total of 11 outsourced manufacturers that are more willing to create value. In addition to the equal emphasis placed on customers’ data security, these manufacturers also have certain information security protection capability, and therefore we expect to acquire more cooperative resources from them.

In the future, we will attach greater importance to suppliers who implement sustainable development, corporate integrity, environmental protection, and corporate management, and they will be deemed as partners with cooperation priorities. We also hope that all suppliers will follow our lead in energy conservation and carbon reduction and work together to care for the Earth.

V. Labor Relations

  • (I) Welfare, continuing education, training, and retirement system provided by the Company for its employees and the implementation status of these measures, as well as the labor agreements and measures safeguarding employees’ rights and interests are presented as follows.

  • 1.The Company has established an Employee Welfare Committee.

  • 2.Employee welfare:

    • (1) Marriage allowance: The Company subsidizes NT$ 2,600 for each employee who gets married during his/her term of office.

    • (2) Birth allowance: When an employee or his spouse gives birth during the term of office of this employee, NT$ 1,000 will be subsidized for each child.

    • (3) Funeral grant: If an employee passes away, a lump-sum funeral grant of NT$ 21,000 will be paid regardless of ranks. If any of an employee’s family dependents passes away, NT$ 1,100 only will be subsidized per person. The family dependents mentioned here are limited to blood relatives within the first degree of kinship (superior/inferior) and spouse

257

(i.e., parents, children, and spouse).

  • (4) Festival/holiday gifts: Cash or gifts are granted to in-service employees during the Dragon Boat Festival and the Mid-Autumn Festival every year. Besides, the Employee Welfare Committee will provide colleagues with festival/holiday presidents based on the operating condition.

  • (5) Year-end dinner party: The Company holds a dinner party for employees in the twelfth month of the lunar year and employees can draw lotteries on this occasion, which expresses the Company’s gratitude for the employees’ hard work.

  • (6) Subsidies for local and overseas travels: If an employee works for one year at the Company, the Company will grant a travel allowance of NT$ 6,500 for local and overseas travels based on the employee’s seniority.

  • (7) Employee group insurance: In addition to labor insurance and health insurance, the Company also provides employees with group insurance for even more thoughtful protection.

  • (8) Employees’ association activities: The associations self-prepared by the employees and approved by the Company may apply for subsidiaries in consideration of the operating status of the Employee Welfare Committee.

  • (9) Employees’ benefits: NT$ 1,200/person/year.

  • (10) Senior employees’ tenure bonus: The tenure bonus will be paid when formal employees’ actual seniority reaches a certain number of years.

  • Continuing education and training:

  • The status quo of the Company’s talent training is as follows:

  • (1) Internal training

  • Induction training for new employees: It is designed for new colleagues. The training contents include company introduction, core values and training, product introduction, etc., in the hope that the new colleagues can adapt to and learn about the Company’s systems, culture, and objectives, and quickly blend in the organization and team through systematic training.

  • Core functional training: The Company establishes an annual training plan and opens courses to achieve the goal of improving talents’ quality in accordance with the Company’s core values, inadequacies and future development of employees, as well as working skills needed for each position and responsibilities.

  • New supervisor training: The Company organizes training courses for newly promoted supervisors periodically to assist them in learning about the roles and positions of managers as well as management skills.

  • Management functional training: The Company provides relevant learning resources regarding the management skills and knowledge

258

required of supervisors at each level, to assist them in working and managing efficiently and to improve the overall operation management performance of the organization.

  • Professional training courses organized per department: Professional training courses are irregularly convened in the departments, or seminars are regularly held based on the status quo of business, etc., to improve colleagues’ professional ability.

  • Sustainable talent cultivation courses: Courses for introduction of sustainability concept are opened, e.g., SDGS sustainability board role-playing games from which colleagues are able to have a deep understanding of sustainability topics through game-oriented learning. Also, online courses are matched to strengthen the ESG concept and implement sustainable development goals.

  • Digital learning courses: The Company also provides ―e‖ training courses which are freed from the restriction of time and space with consistent quality. These courses improve the employees’ willingness to learn, and enable employees and supervisors to plan their personal learning plans and career development by systematically mastering their learning progress.

  • Regulatory requirements: In response to each regulatory requirement, the Company provides employees with relevant common sense on laws and regulations through internal and external training and online teaching in the hope that the employees can conduct business legally according to regulatory requirements to safeguard the corporate image and win customers’ trust when providing professional services and suggestions.

  • (2) External training:

In consideration of the work demand, employees may apply for or be assigned by the Company to participate in the courses opened by external units involving life insurance or other specialties. The external units mentioned here include management consulting companies, the Life Insurance Association, the Taiwan Insurance Institute, the Taiwan Academy of Banking and Finance, etc.

  • (3) Overseas studies:

Overseas studies: By offering diversified and ample overseas study courses, meetings, and visits, the Company enables managers and professionals to cultivate their global thinking and enhance their international outlook.

  • (4) Categories of education and training courses for internal staff in 2023, as well as trained person-times, training hours, and subsidized amount are as follows:

259

External professional courses

xternal professional courses
Per functional department Trained
person-times
Total training
hours
Administration 55
691.0
Policyservices 10
69.3
Financial investment 25
184.0
Business marketing 20
170.3
Information system 30
582.8
Actuarialplanning 84
356.0
Audit and regulatorycompliance 365
3159.0
Total 589
5212.4
(5) P
Category of training course
Trained
person-times
Total amount subsidized
(Unit: NT$)
e
r
Internal training (physical courses
+ digital courses)
31,824
7,052,738
s
External training
587
2,339,550
~~o~~
Overseas training
4
127,570
~~n~~
Total
32,415
9,519,858

times of internal staff subsidized for examinations in 2023 and amount subsidized are as follows:

subsidized are as follows: subsidized are as follows:
Quantitative indicator Number of
persons
subsidized
Amount
subsidized
(Unit: NT$ 1)
LOMA Subsidy
for
registration fee

64

633,443
Examination bonus 46
342,000
License allowance 0
0
Life
Insurance
Management
Institute
Subsidy
for
registration fee

24

14,400
Examination bonus 20
253,000
License allowance 0
0
CFA 0
0
FRM 2
44,245
CSIA 0
0
Actuarial 24
971,354
Annual total 180
2,258,442

260

  1. Retirement system and implementation status:

  2. (1) In order to reward the professional services rendered by internal staff and business supervisors and increase living security for them, the Company established ―Measures for Retirement and Exist of Internal Staff‖ for internal staff, and ―Measures for Retirement and Exist of Business Supervisors‖ and ―Measures for Retirement from Preferential Settlement Projects‖ for business supervisors respectively. Employees who have worked for fifteen years and above with age of 55 or above, or have worked for ten years and above with age of 60 or above, or have worked for more than twenty-five years may apply for retirement and pension. Internal staff and business supervisors must implement compulsory retirement at the age of 65. However, if the Company thinks it necessary to continually retain relevant employees according to the needs of organizational development and human resources, the age limitation for compulsory retirement may be extended.

  3. (2) The measures above do not apply to employees who assumed office or were reinstated after July 1, 1995 (including given date). All relevant provisions on resignation or exit shall be handled in accordance with the Labor Pension Act.

  4. (3) The provisions governing the retirement of employees who assumed office prior to June 30, 2005 (including given date) and didn’t choose the application of the Labor Pension Act shall be handled in accordance with the aforesaid measures.

  5. (4) All the provisions governing the resignation or exit of employees who assumed office prior to June 30, 2005 (including given date) and chose the application of the Labor Pension Act shall be handled in accordance with the Labor Pension Act.

  6. (5) Measures for protecting the work environment and personal safety, and their implementation status:

    • The Company is dedicated to providing employees with a safe and healthy work environment. In addition to the establishment of an occupational safety and health management unit, the allocation of occupational safety and health management personnel, and the drafting, planning, supervision, guidance, and promotion of safety and health management matters, the Company formulates an occupational safety and health management plan every year, and executes relevant safety and health work according to this plan. Besides, the Company has established a code of practice for safety and health and announced it to the colleagues for knowledge and observation. The Company has also established an Occupational Safety and Health Committee which convenes meetings at least once every 3 months. The members of this committee will discuss safety and health

261

issues of the Company, and evaluate whether there are items for improvement, as well as improvement methods and results, for the purpose of creating a safe and sanitary workplace and bettering employees’ performance.

Workplace safety is managed on a walk-through basis. The workplaces are patrolled every quarter to inspect and record whether there are conditions requiring improvement; also, problems reported by colleagues including lamp failures or insufficient air-conditioning are received flexibly. The department in charge of general affairs will fix the problems in time, or engage relevant manufacturers to overhaul relevant facilities in a real-time way. To sum up, the Company dedicates to providing colleagues with safe workplaces.

The Company hires nursing staff and on-site physicians who are specialized in providing worker health services to provide employees with health guidance and promotion services. Colleagues evaluated and confirmed with medium and high risks will be tracked and listed as targets of care or improvement one by one. Also, employee health checkups are provided every year, and classified based on the results of health checkups. Also, health guidance, promotion, and other relevant services are provided for the employees.

The implementation results of Employee Assistance Program (EAP) are provided additionally: In the first stage of 2023, telephone consulting was used by 42 person-times, accounting for a ratio of approximately 2.3%; in the second stage, interview consulting was used by 35 person-times, accounting for a ratio fo approximately 1.92%. A total amount of NT$ 302,800 was invested; also, safety and health related information is advocated periodically to strengthen employees’ knowledge on employees’ safety and health. Moreover, specialist physicians or external professional lecturers are invited to provide symposiums as needed.

The Company engaged in occupational health and safety related business in 2023, including replacement of firefighting equipment, EAP, health education and training, etc., at a price of approximately NT$ 1,020,000.

Details of expenses spent in occupational health and safety related business

business
Item Expense
Replacement of firefighting
equipment,etc.
NT$599,086
EAP NT$302,800
Education and training NT$125,192
Total NT$1,027,078
  1. Labor agreements:

262

Group agreement:

The Company has already established a trade union. However, as of the end of 2023, the trade union did not raise a requirement for group negotiation to the Company, nor sign a group agreement.

  • (II) Losses arising from labor disputes in the most recent fiscal year and as of the publication date of the annual report, and disclosure of the potential estimated amount and responsive measures to date and in the future:

  • Losses suffered from labor disputes in the most recent fiscal year

Unit: NT$1,000

2022 2023 As of February 29,
2024
(1) Number of labor
disputes(PCS)
8 17 9
(2)
Loss
amount
alreadyincurred
0 10 30
(3)
Estimated
loss
amount in the future
2,977 3,731 2,233
(4) The Company’s
responsive measures
Three cases closed,
and five cases being
responded to
Eight cases closed,
and nine cases
beingresponded to
Two cases closed,
and seven cases
beingresponded to
  1. The Company’s violations of the Labor Standards Act due to labor

inspection

inspection
Date of
punishment
Punishment
document
number
Regulatory
provision(s)
violated
Regulatory content
violated
Content of
punishmen
t
Labor
inspection
unit
July 15,
2022
Fu-Shou-Lao
-Tung-
Tzu
No.
1110185165
Article 22,
Paragraph 2 of
the Labor
Standards Act
The wages should be
directly paid to workers
in full amount, unless
otherwise stipulated in
laws and regulations, or
agreed upon by the
workers and employers.
A fine of
NT$ 20,000
Labor Affairs
Bureau of
Taichung City
Government
September
8, 2022
Nan-Shih-La
o-An-Tzu
No.
1111151692
Article 22,
Paragraph 2 of
the Labor
Standards Act
The wages should be
directly paid to workers
in full amount, unless
otherwise stipulated in
laws and regulations, or
agreed upon by the
workers and employers.
A fine of
NT$ 50,000
Labor Affairs
Bureau of
Tainan City
Government
October
27, 2022
Kao-Shih-La
o-Tiao-Tzu
No.
11138002900
Article 22,
Paragraph 2 of
the Labor
Standards Act
The wages should be
directly paid to workers
in full amount, unless
otherwise stipulated in
laws and regulations,or
A fine of
NT$ 50,000
Labor Affairs
Bureau of
Kaohsiung
City
Government

263

Date of
punishment
Punishment
document
number
Regulatory
provision(s)
violated
Regulatory content
violated
Content of
punishmen
t
Labor
inspection
unit
agreed upon by the
workers and employers.
December
9, 2022
Fu-Shou-Lao
-Tung-
Tzu
No.
1110331492
Article 27 of
the Labor
Standards Act
Workers’ wages were
not paid within a time
limit stipulated by the
government.
A fine of
NT$ 20,000
Labor Affairs
Bureau of
Taichung City
Government
January 10,
2023
Nan-Shih-La
o-An-Tzu
No.
1120065898
Article 22,
Paragraph 2 of
the Labor
Standards Act
Workers’ wages were
not paid directly in full
amount.
A fine of
NT$ 100,000
Labor Affairs
Bureau of
Tainan City
Government
March 28,
2023
Fu-Lao-Chie
n-Tzu
1120069764
Article 32,
Paragraph 1 of
the Labor
Standards Act
The
extension
of
working hours was not
approved
by
the
labor-management
meeting.
A fine of
NT$ 50,000
Labor
Inspection
Division of
Taoyuan City
Government
May 2,
2023
Fu-Shou-Lao
-Tung-
Tzu
No.
1120115095
Article 27 of
the Labor
Standards Act
Workers’ wages were
not paid within a time
limit stipulated by the
government.
A fine of
NT$ 30,000
Labor Affairs
Bureau of
Taichung City
Government
May 26,
2023
Kao-Shih-La
o-Tiao-Tzu
No.
11234278900
Article 22,
Paragraph 2 of
the Labor
Standards Act
Workers’ wages were
not paid directly in full
amount.
A fine of
NT$ 50,000
Labor Affairs
Bureau of
Kaohsiung City
Government
July 7,
2023
Fu-Shou-Lao
-Tung-
Tzu
No.
1120189261
Article 27 of
the Labor
Standards Act
Workers’ wages were
not paid within a time
limit stipulated by the
government.
A fine of
NT$ 40,000
Labor Affairs
Bureau of
Taichung City
Government
July 20,
2023
Nan-Shih-La
o-An-Tzu
No.
1120851836
Article 22,
Paragraph 2 of
the Labor
Standards Act
Workers’ wages were
not paid directly in full
amount.
A fine of
NT$ 150,000
Labor Affairs
Bureau of
Tainan City
Government
October
20, 2023
Fu-Shou-Lao
-Tung-
Tzu
No.
11260348621
Article 22,
Paragraph 2 of
the Labor
Standards Act
Workers’ wages were
not paid directly in full
amount.
A fine of
NT$ 20,000
Department of
Labor, Taipei
City
Government
October
27, 2023
Kao-Shih-La
o-Tiao-Tzu
No.
11238396500
Article 22,
Paragraph 2 of
the Labor
Standards Act
Workers’ wages were
not paid directly in full
amount.
A fine of
NT$ 80,000
Labor Affairs
Bureau of
Kaohsiung City
Government
December
1, 2023
Nan-Shih-La
o-An-Tzu
No.
1121539279
Article 22,
Paragraph 2 of
the Labor
Standards Act
Workers’ wages were
not paid directly in full
amount.
A fine of
NT$ 200,000
Labor Affairs
Bureau of
Tainan City
Government
December
11, 2023
Fu-Shou-Lao
-Tung-
Tzu
No.
1120362210
Article 27 of
the Labor
Standards Act
Workers’ wages were
not paid within a time
limit stipulated by the
government.
A fine of
NT$ 50,000
Labor Affairs
Bureau of
Taichung City
Government

VI. Cyber Security Management

264

  • (I) Cyber Security Risk Management Framework:

  • The Company has appointed a Chief Information Security Officer to take charge of promoting information security policies and allocating relevant resources. Also, dedicated information security unit and supervisor have been assigned to plan, monitor, and execute information security management operations. The Chairman, President, Chief Auditor, Supervisor of Regulatory Compliance Office, and Chief Information Security Officer will jointly issue a statement of internal control system regarding the overall implementation status of the information security of the previous year and submit it to the Board of Directors for approval every year.

  • (II) Cyber Security Policy:

The Company has established an information security policy, and an information security organizational structure which is divided into three Levels according to functions, namely, ―Information Security Decision-making‖, ―Information Security Governance and Management‖, and ―Information Security Implementation‖. Also, relevant work responsibilities and principles of division of authority have been clearly established.

  1. Level 1: Information Security Decision-making

  2. (1) Information security decision-making group: The group members include President, head of Information Security Department, and officers of various systems.

  3. (2) Main work responsibilities:

    • Review and examination of promotion direction and strategies of

    • information security and personal information

    • Review and examination of information security and personal

    • information policies and systems

    • Resolutions on major information security and personal information

    • incidents and issues

    • Information security and personal information implementation plans

    • and verification and approval of results

  4. Level 2: Information Security Governance and Management

  5. (1) Information Security Department

  6. (2) Main work responsibilities:

    • Establishment and promotion of information security and personal

    • information strategies

    • Provision of suggestions on information security and personal

    • information policies

    • Drafting of measures to respond to major information security and

    • personal information incidents and issues

    • Management of information security and personal security

    • implementation plans and results

265

– Planning, monitoring, and execution of information security and personal information management work

  • Implementation of information security and personal information

  • work

  • Level 3: Information Security Implementation

  • (1) Information security management team: The team members comprise

  • representatives recommended and assigned by each system.

(2) Main work responsibilities: Take charge of promoting and communicating information security and personal information regulations and policies.

The information security organizational structure is shown in the diagram below:

266

==> picture [366 x 413] intentionally omitted <==

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

Information Security
Decision-making Team
(Including President and officers in
charge of each system)
PIMS Promotion
Organization
Information Security
Department
ISMS Promotion
Organization
Representatives of each
Information Security
system
Response Team
“ Management System “ Information Security
“ Finance System
Engineer/Manager
“ Investment System “ System
“ Operation System
Engineer/Manager
“ Marketing System “ Network Management
“ Auditing Department
Engineer/Manager
“ Information Service
Window
----- End of picture text -----

(III) Specific management plan:

The Company entrusts external impartial institutions with the implementation of the following certification and testing work, the establishment of relevant information security protection mechanism, and the periodical information security practices every year, to strengthen information security management and lower information security risks:

  1. Complete the information security evaluation work of computer system, and obtain relevant information security evaluation report as the basis for subsequent improvement.

  2. Ensure that the Company’s mobile device application program (APP) passes the safety testing, and obtain relevant inspection certificate.

  3. Pass the reexamination of whole-system certification of ISMS Information Security Management System (ISO27001-2013) with the certificate continually valid (Period of validity from March 25, 2023 to October 31, 2025).

  4. Pass the verification of PIMS Personal Information Management Systems

267

(BS 10012-2017). The scope of verification covers the whole company (including head office, branch companies, service centers, regional divisions, and agency offices) (effective period: September 19, 2021-September 18, 2024); also, privacy policy and personal information notifications are released on the official website.

  1. Information security protection:

  2. (1) Revise the standard operating procedure for vulnerability scanning, guidelines for information security control, information security management policy, statement of applicability, computer system information security evaluation plan, regulations governing the safety control of biometric data, regulations governing IoT equipment, regulations governing personal data file checking and risk evaluation, highlights of information security control of mobile application program (APP), regulations governing the protection against leakage of personal information, etc. in response to the changes of external documents as well as related laws and regulations, thus complying with the regulatory requirements, and lower the information security threats and risks.

  3. (2) Continually implement an outgoing mail control mechanism and mail protection, provide monitoring services over phishing websites that pretend to be official website, enlarge endpoint protection software, strengthen system log analysis and warning, add a USB personal data protection and post-tracking and control mechanism, enlarge email storage system, upgrade the firewall management system, replace the online data leakage protection system, etc., spot abnormal behaviors regarding network security, master information security risks in a real-time way, and respond at an early stage, with the objective to lower the probability of information security incidents as well as information security risks.

  4. Conduct periodical drills, education and training, e.g., email social engineering drills, information security incident response drills, personal information leakage drills, DDoS attack drills, vulnerability scanning, penetration tests, disaster recovery drills, information security education and training, etc.

(IV) Resources allocated in the cybersecurity management:

Resources
allocated
2023 2022 2021
Information
security
budgeting
NT$ 48.06 million NT$ 42.1 million NT$ 50.3 million

268

Dedicated
manpower
allocation for
information
security
Chief
Information
Officer/dedicated
supervisor: 1
Dedicated personnel: 11


Chief
Information
Officer/dedicated
supervisor: 1
Dedicated personnel: 11


Chief
Information
Officer/dedicated
supervisor: 1
Dedicated personnel: 10

(V) Losses suffered in the most recent fiscal year due to significant information

security incidents, possible impact therefrom, and responsive measures:

As of
February29, 2024
2023 2022 2021
(1)
Information
securityincidents

0
0 0 0
(2)
Loss
amount
alreadyincurred

NT$ 0
NT$ 0 NT$ 0 NT$ 0
(3)
Estimated
loss
amount in the future

NT$ 0
NT$ 0 NT$ 0 NT$ 0
(4) The Company’s
responsive measures

Although
no
information security
incident occurred, the
Company
still
continually
strengthened
its
information
protection:
Strengthen
information security
early-warning
incident
processing,
strengthen
endpoint
protection,
mail
protection,
and
system log analysis
and
warning,
and
continually
execute
monitoring
services
over
phishing
websites that pretend
to be official website
with the objective to
lower the probability
of
information
securityincidents as




















Although
no
information
security
incident
occurred,
the
Company
still
continually
strengthened
its
information
protection:
Introduce
outsourced
information
security
incident
early-warning
processing services,
strengthen endpoint
protection,
mail
protection,
and
system log analysis
and warning, and
continually execute
monitoring services
over
phishing
websites
that
pretend
to
be
official
website


















Although
no
information
security
incident
occurred,
the
Company
still
continually
strengthened
its
information
protection:
Introduce
outsourced
information
security
incident
early-warning
processing
services,
strengthen
endpoint
protection,
mail
protection,
and
system
log
analysis
and
warning,
and
continually
execute
monitoring











Although
no
information
security
incident
occurred,
the
Company
still
continually
strengthened
its
information
protection:
Introduce
outsourced
information
security
incident
early-warning
processing
services,
strengthen
endpoint
protection,
mail
protection,
and
system
log
analysis
and
warning,
and
continually
execute
monitoring

269

well as information
security risks.

with the objective
to
lower
the
probability
of
information
security
incidents
as
well
as
information
security risks.





services
over
phishing websites
that pretend to be
official
website
with the objective
to
lower
the
probability
of
information
security incidents
as
well
as
information
securityrisks.









services
over
phishing websites
that pretend to be
official
website
with the objective
to
lower
the
probability
of
information
security incidents
as
well
as
information
securityrisks.

VII. Material Contracts

Nature of
contract
Party concerned Period of validity Main content Restrictive
clause
Reinsurance
contracts
Central
Reinsurance
Corporation

July 26, 1993~Natural
termination

Reinsurance of life insurance,
accident
insurance,
health
insurance,
travel
accident
insurance and catastrophe



None
General Reinsurance AG August 6,
1993~Natural
termination
Reinsurance of life insurance,
accident
insurance,
health
insurance, group insurance, travel
accident
insurance
and
catastrophe




None
Swiss
Reinsurance
Company

August 6,
1993~Natural
termination
Reinsurance of life insurance None
Reinsurance Group of
America

January 1,
1999~Natural
termination
Reinsurance of life insurance,
accident insurance and health
insurance


None
Gibraltar Life Insurance January 1,
1999~Natural
termination
Reinsurance of life insurance and
accident insurance

None
Munich
Reinsurance
Company

August 17,
1993~Natural
termination
Reinsurance of life insurance None
SCOR Re January 1,
1996~Natural
termination
Reinsurance of life insurance,
accident insurance and health
insurance


None
Allianz SE January 1,
2004~Natural
termination
Reinsurance of group insurance None
Caisse
Centrale
De
Reassurance

November 6,
2015~Natural
Reinsurance of health insurance None

270

termination
CCR RE January 1,
2017~Natural
termination
Reinsurance
of
accident
insurance, health insurance and
catastrophe


None

271

VI. Financial Information

I. Condensed Balance Sheets and Comprehensive Income Statements in the Last Five Years

(I) Condensed balance sheet

1. 2019-2023

Unit: NT$ 1,000

Year
Item
Year
Item

Financial information in the last five years (Note 1)(Note 2)

Financial information in the last five years (Note 1)(Note 2)

Financial information in the last five years (Note 1)(Note 2)

Financial information in the last five years (Note 1)(Note 2)

Financial information in the last five years (Note 1)(Note 2)

Financial information in the last five years (Note 1)(Note 2)
2019 2020 2021 2022 2023 Financial
information as of
February 29, 2024
in current year
(Note 3)
Cash and cash equivalents 94,480,586
146,181,928

97,184,301

47,827,361

61,359,378


-
Accounts receivables 9,715,726
9,142,186

13,006,272

9,920,626

11,124,019

-
Assets classified as held for sale - - - - - -
Financial assets and loans 1,038,514,135 1,045,562,341 1,126,497,029 1,217,324,214 1,222,858,361
-
Reinsurance contract assets 986,230
861,360

1,629,869

2,204,688

2,550,530

-
Property and equipment 8,442,542
8,418,496

11,785,486

10,772,359

10,714,230

-
Intangible assets 109,047
116,219

103,889

172,861

174,332

-
Other assets 110,307,055
128,554,710

150,360,551

170,011,084

213,023,027

-
Total assets 1,262,555,321 1,338,837,240 1,400,567,397 1,458,233,193 1,521,803,877
-
Accounts payable 6,478,549
6,724,569

6,681,926

4,882,678

6,873,520

-
Liabilities
related
to
assets
classified as held for sale

-
- - - - -
Financial liabilities 7,936,292
9,739,421

8,866,584

12,064,320

8,905,097

-
Insurance liabilities and reserve for
insurance with nature of financial
instrument


1,101,570,789
1,159,232,001 1,203,127,708 1,251,677,922 1,270,237,501
-
Provisions for liabilities 1,354,768
1,207,773

878,984

737,091

592,450

-
Other liabilities 102,589,173
119,821,687

139,573,805

160,022,930

195,254,342

-
Total
liabilities
Before distribution 1,219,929,571 1,296,725,451 1,359,129,007 1,429,384,941 1,481,862,910
-
After distribution 1,219,929,571 1,296,725,451 1,359,129,007 1,429,384,941
4
-
Share capital 23,719,715
25,019,715

26,695,011

40,995,011

50,995,011

-
Capital surplus 1,877,414
1,586,316

911,648

349,659

34,474

-
Retained
earnings
Before distribution 20,375,894
21,674,949

22,891,779

4,323,501

(9,916,874)

-
After distribution 20,375,894
21,674,949

22,891,779

4,323,501

4
-
Other equity (3,347,273)
(6,169,191)

(9,060,048)

(16,819,919)

(1,171,644)

-
Before distribution 42,625,750
42,111,789

41,438,390

28,848,252

39,940,967

-
Total equity After distribution 42,625,750
42,111,789

41,438,390

28,848,252

4
-

Note 1: The condensed balance sheet of 2023 was prepared in accordance with the Regulations Governing the Preparation

272

of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 11304900901 Order; the condensed balance sheet of 2022 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 11104953451 Order; the condensed balance sheet of 2021 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 11104904971 Order; the condensed balance sheet of 2020 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 10904947571 Order; the condensed balance sheet of 2019 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 10904902551 Order.

Note 2: The Company began to adopt a fair value model for the subsequent measurement of investment property on January 1, 2020, and retroactively restated its financial reports of 2019.

Note 3: As of the publication date of the annual report, the financial information of 2024 hasn’t been audited, certified, or reviewed by CPAs.

Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting yet.

(II) Condensed comprehensive income statement

1. Condensed comprehensive income statement-2019-2023

reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
reviewed by CPAs.
Note 4: As of the publication date of the annual report, the Company hasn’t convened the regular Shareholders’ Meeting
yet.
(II) Condensed comprehensive income statement
1. Condensed comprehensive income statement-2019-2023
Unit: NT$1,000
Year
Item
Financial information in the last five years (Note 1) (Note
2)

Financial
information as of
February 29, 2024
in current year
(Note 4)
2019 2020 2021 2022 2023
Operating revenue 179,022,429 157,231,964 143,138,547 109,647,090 123,272,756
Operating cost 169,411,922 151,057,815 139,747,231 120,246,701 131,497,183
Operating expense 4,807,540
4,611,774

4,577,089

4,744,023

4,787,302

Non-operating
income
and expense

131,223

177,936

139,936

285,958

75,744

Profit (loss) before tax 4,934,190
1,740,311
(1,045,837) (15,057,676) (12,935,985)
Profit (loss) after tax 5,011,512
1,444,538

1,090,798
(13,658,802)
(9,515,989)

Other
comprehensive
income

8,685,008

(2,967,401)

(2,764,825)

(7,798,567)

15,557,220

Earnings
per
share
(NT$) (Note 3)

2.08

0.60

0.42

(4.34)

(2.11)

Note 1: The condensed comprehensive income statement of 2023 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 11304900901 Order; the condensed comprehensive income statement of 2022 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 11104953451 Order; the condensed comprehensive income statement of 2021 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 11104904971 Order; the condensed comprehensive income statement of 2020 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 10904947571 Order; the condensed comprehensive income statement of 2019 was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises issued in Chin-Kuan-Pao-Tsai-Tzu No. 10904902551 Order.

Note 2: The Company began to adopt a fair value model for the subsequent measurement of investment property on January 1, 2020, and retroactively restated its financial reports of 2019. Note 3: The earnings per share of previous years were retroactively adjusted due to the use of capital surplus for capital increase in 2021.

Note 4: As of the publication date of the annual report, the financial information of 2024 hasn’t been audited, certified, or reviewed by CPAs.

273

(III) Names of CPAs in the last five years and their verification opinions

Year Name of accounting firm CPAs Verification opinion
2019 KPMG Chou, Pao-Lien, Hsieh,
Chiu-Hua
Unqualified opinion
2020 KPMG Chou, Pao-Lien, Hsieh,
Chiu-Hua
Unqualified opinion
2021 KPMG Chou, Pao-Lien, Hsieh,
Chiu-Hua
Unqualified opinion
2022 KPMG Chou, Pao-Lien, Hsieh,
Chiu-Hua
Unqualified opinion
2023 KPMG Chen, Chun-Kuang,
Hsieh,Chiu-Hua
Unqualified opinion

Note: Due to the internal job adjustment of the accounting firm, the former CPAs were replaced with Chen, Chun-Kuang and Hsieh, Chiu-Hua since the first quarter of 2023.

II. Financial Analysis for the Last Five Years

(I) 2019-2023 Unit: %

(I) 2019-2023 (I) 2019-2023 Unit: %
Year
Analysis item

Financial analysis for the last five years (Note 1)
As of February 29,
2024 in current year
(Note 3)
2019 2020 2021 2022 2023
Financial
structure
Debt ratio 96.62 96.85 97.04
98.02
97.38
All
insurance
liabilities
to
assets
ratio


87.35
86.60 85.93
86.34
83.68
Rate of change in
insurance liabilities

7.31
5.14
3.80

4.61
1.15
Net
increase
in
insurance liabilities to
premium
income


61.31
51.68 45.45
66.75
18.61
The net worth ratio 3.66 3.44 3.28
2.19
2.97
Solvency Investment
from
related
parties
to
equity


6.81
7.10 7.39
17.99
9.32
First-year
premium
ratio

95.06
68.78 47.78
101.30
100.08
Renewal
premium
ratio

95.05
91.95 92.10
85.08
92.95
Operation
performance
Acquisition
expense
ratio

21.40
21.34 14.93
16.15
15.60
Rate of change in
premium income

(4.95)
(10.56) (11.58) (14.19) (6.67)

Rate of change in
equity

47.37
(1.21) (1.60) (30.38) 38.45
Rate of change in net
profit

1,704.13
(71.18) (24.49) (1,352.18) 30.33

274

Fund utilization ratio 98.65 99.03
98.57

98.58
97.24
Persistency rate (13
months)

94.74
95.12 97.03 95.43 96.20
Persistency rate (25
months)

93.21
91.57 92.44 94.49 92.92
Profitability Return on asset 0.44 0.13 0.10
(0.94)
(0.62)
Return on equity 14.01 3.41 2.61 (38.87) (27.67)
Return
on
fund
utilization

3.64
3.32 3.08
2.12
2.37
Return on investment 3.32 2.99 2.74
1.88
2.08
Operating income to
operatingrevenue

2.68
0.99 (0.83) (13.99) (10.56)
Profit before tax to
total revenue

2.75
1.11 (0.73) (13.69) (10.48)
Net margin 2.80 0.92 0.76 (12.46) (7.72)
Earnings
per
share
(NT$)

2.08
0.60 0.42
(4.34)
(2.11)
Investment
property
and loan secured by
real estate
to assets


4.46
4.09 3.84
3.19
2.91
Cash flow Cash flow ratio (Note 2) (Note 2) (Note 2) (Note 2) (Note 2)
Cash flow adequacy
ratio

15524.46
28532.40
7964.30
3984.35%
2685.11%
Cash
reinvestment
ratio

(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
Leverage Operatingleverage 1.43
2.36

(0.84)
0.85
0.83
Financial leverage 1.07
1.24

0.79
0.98
0.97
Please describe the reasons for the changes in each financial ratio in the last two years (Financial ratios with change
(increase/decrease) less than 20% may not be analyzed):
1. The decrease in rate of change in insurance liabilities was due to the decrease of liability reserve and reserves for
fluctuation of foreign exchange for 2023.
2. The decrease in net increase in insurance liabilities to premium income was due to the decrease of policy reserve and
reserves for fluctuation of foreign exchange for 2023.
3. The increase in the net worth ratio was due to the increase in stockholders’ equity.
4. The decrease in investment from related parties to equity was due to the decrease in investments under equity method.
5. The increase in first-year premium ratio was due to the adjustment in marketing structure of insurance products.
6. The increase in rate of change in equity was due to the increase in stockholders’ equity.
7. The changes in the rate of change in net profit, return on assets, return on equity, operating income to operating
revenue, net margin, and earnings per share were due to the decrease in loss after tax in the current period.
8. The decrease inprofit before tax to total revenue was due to the decrease in loss before tax in the currentperiod.

Please describe the reasons for the changes in each financial ratio in the last two years (Financial ratios with change (increase/decrease) less than 20% may not be analyzed):

  1. The decrease in rate of change in insurance liabilities was due to the decrease of liability reserve and reserves for fluctuation of foreign exchange for 2023.

  2. The decrease in net increase in insurance liabilities to premium income was due to the decrease of policy reserve and reserves for fluctuation of foreign exchange for 2023.

  3. The increase in the net worth ratio was due to the increase in stockholders’ equity.

  4. The decrease in investment from related parties to equity was due to the decrease in investments under equity method.

  5. The increase in first-year premium ratio was due to the adjustment in marketing structure of insurance products.

  6. The increase in rate of change in equity was due to the increase in stockholders’ equity.

  7. The changes in the rate of change in net profit, return on assets, return on equity, operating income to operating revenue, net margin, and earnings per share were due to the decrease in loss after tax in the current period.

  8. The decrease in profit before tax to total revenue was due to the decrease in loss before tax in the current period.

Note 1: The Company began to adopt a fair value model for the subsequent measurement of investment property on January 1, 2020, and retroactively restated its financial reports of 2019.

Note 2: Since the Company is an insurance company, the balance sheet prepared in accordance with ―Regulations Governing the Preparation of Financial Reports by Insurance Enterprises‖ applicable since 2011 does not differential current or non-current assets/liabilities. Therefore, the cash flow ratio and cash reinvestment ratio were no longer analyzed since 2012.

275

Note 3: As of the publication date of the annual report, the financial information of 2024 hasn’t been audited, certified, or reviewed by CPAs.

Note 4: The calculation formulas of each financial analysis item are as follows:

  1. Financial structure

  2. (1) Debt Ratio = Total liabilities/Total assets

  3. (2) All insurance liabilities to assets ratio = All insurance liabilities/Total assets

  4. (3) Change ratio of all insurance liabilities = (Closing balance of all insurance liabilities Opening balance of all insurance liabilities) /Opening balance of all insurance liabilities

  5. (4) Ratio of net increase of all insurance liabilities to premiums = Net increase of all insurance liabilities/ Premiums

  6. (5) The net worth ratio = Total equity/Total assets excluding the separate accounts product assets

  7. Solvency

  8. (1) Ratio of investment in related enterprises to equity = Investment in related enterprises/ Total equity

  9. (2) First year premium ratio= Current first year premiums/First year premiums in the prior period

  10. (3) Renewal premium ratio = Current renewal premiums/Renewal premiums in the prior period

  11. Operating performance

  12. (1) New business expense ratio= New business expenses/New business premiums

  13. (2) Change ratio of premiums= (Premiums accumulated for current period

  14. (3) Premiums accumulated for prior period) /premiums accumulated for prior period

  15. (4) Change ratio of equity= (Equity for current period-equity for prior period) /The absolute value of equity for prior period

  16. (5) Change ratio of net income = (Net income for current period- Net income for prior period)/The absolute value of net income for prior period

  17. (6) Funds allocation ratio= Total amount of funds allocation / (All insurance liabilities + Total equity)

  18. (7) Persistency ratio (13-month, 25-month) = PRy = BFx + y/ NB’x×100%

  19. [PRy: Persistency ratio of valid contract incurred at X issue month and have persisted for Y month; NB’x: NBx-(The policy termination, death and totally disabled incurred between X issue month and Y period); NBx: New contracts issued at X month (except for the policy termination) BFx+y: (1). It is [NBx - (The policy termination and suspension incurred between X issue month and Y period) + The policy restatement incurred between X issue month and Y period] when calculates the Persistency ratio by the policy amount.

  20. (2). It is [NBx - (The policy termination, suspension and change incurred between X issue month and Y period) + The policy restatement and change incurred between X issue month and Y period] when calculates the Persistency ratio by basic amount of insurance and annual premium.

  21. Profitability

  22. (1) Ratio or return on total assets= [Net income + Interest expense*(1-tax rate)]/Average total assets

  23. (2) Ratio or return on shareholder’s equity= Net income/Average net shareholder's equity

  24. (3) Ratio of net income from the fund allocation= (Current net investment income + Disposal of equity instruments at fair value through other comprehensive income) / [(Opening utilizable funds + Closing utilizable funds - Current net investment income - Disposal of equity instruments at fair value through other comprehensive income)/2]

  25. (4) Ratio of return on Investment= 2 × (Net investment income + Disposal of equity instruments at fair value through other comprehensive income) / (Opening total assets + Closing total assets - Net investment income - Disposal of equity instruments at fair value through other comprehensive income)

  26. (5) Operating income to operating revenue ratio= Operating income/ Operating revenue

  27. (6) Ratio of before-tax net income to total revenue = Before-tax net income/ (Operating revenue + Non-operating revenue)

  28. (7) Profit ratio= Net income/Operating revenue

  29. (8) Earnings per share= Net income/Weighted average stock shares issued

  30. (9) Ratio of investment real property and loans extended by mortgage on property to assets = Real property investment and loans extended by mortgage on real property/Average total assets

  31. Cash flow

  32. (1) Cash flow ratio = Net cash flows from operating activities/Current liabilities

  33. (2) Cash flow adequacy ratio = Net cash flows from operating activities in the last five years/(Capital expenditure + Inventory increase + Cash dividends)

  34. (3) Cash reinvestment ratio = (Net cash flows from operating activities - Cash dividends)/(Gross of property, plant and equipment + Long-term investments + Other non-current assets + Working capital)

  35. Leverage

  36. (1) Operating leverage = (Net operating revenue - Variable operating cost and expenses/Operating income

  37. (2) Financial leverage = Operating income/(Operating income - Interest expense)

276

III. Audit Committee’s Review Report for the Financial Reports in the Most Fiscal Year

Mercuries Life Insurance Co., Ltd.

Audit Committee’s Review Report

The Board of Directors prepared and submitted the financial statements for the year 2023. After being audited and certified by CPAs Chen, Chun-Kuang and Hsieh, Chiu-Hua from KPMG, these financial statements were submitted to the Audit Committee together with the business report and loss compensation statement, and were found to be true and correct. The Audit Committee hereby issues this Report for verification in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Members of the Audit Committee

Independent director Henry Yang (signature and seal) Independent director Kuo, Wei-Yu (signature and seal) Independent director Tu, Te-Cheng (signature and seal) Independent director Liou, Han-Tzong (signature and seal)

March 14, 2024

277

IV. Financial Reports in the Most Recent Fiscal Year

Independent AuditorsReport

To the Board of Directors of Mercuries Life Insurance Company Ltd.:

Opinion

We have audited the financial statements of Mercuries Life Insurance Company Ltd.(‚the Company‛), which comprise the balance sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and with the International Financial Reporting Standards ( ‚IFRSs‛), International Accounting Standards ( ‚ IASs ‛ ), Interpretations developed by the International Financial Reporting Interpretations Committee (‚IFRIC‛) or the former Standing Interpretations Committee (‚SIC‛) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matter

As stated in note 12(c), the Company has changed the business model for managing financial assets on January 1, 2023 based on the resolution approved during the board meeting held on December 6, 2022. Our audit opinion is not modified with respect to the emphasis of matter.

Other Matter

We did not audit the financial statements of Fuh Hwa Securities Investment Trust Co., Ltd. and Horizon Securities Co., Ltd., which represented investments in other entities accounted for using the equity method of the Company. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Fuh Hwa Securities Investment Trust Co., Ltd. and Horizon Securities Co., Ltd., is based solely on the report of other auditors. The investments in Fuh Hwa Securities Investment Trust Co., Ltd. and Horizon Securities Co., Ltd. accounted for using the equity method constituting 0.01% and 0.11% of total assets at December 31, 2023 and 2022, respectively, and the related share of profit or loss of associates and joint ventures accounted for using the equity method constituting (0.39)% and (1.69)% of total loss before tax for the years then ended, respectively.

278

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. The completeness and accuracy of the recognition of insurance reserves

Please refer to Note 4(p) for the policy of the completeness and accuracy of recording insurance reserves, Note 5(b) for the assessment of insurance reserves of accounting assumptions and estimation uncertainty, Note 6(o) and Note 6(ab) for insurance reserves details, change and adjustment, and disclosure of insurance contract.

How the matter was addressed in our audit:

Various insurance reserves were provided by actuaries in accordance with the ‚Guidelines for Insurance Enterprises Handling All Statutory Reserves‛ based on their professional judgment and experience. The insurance reserves were estimated for different types of insurance, and thus, the provision process of these reserves had a high degree of complexity. Liability reserves involved significant judgment from management due to uncertainty of estimation. In addition, to ensure the adequacy of the recognition of insurance liabilities, significant judgment to the final total settlement value of each insurance claims is required. The Company shall assess the adequacy of the recognition of liabilities through estimating future cash flow for insurance contracts based on current information. If there is any shortfall in the current carrying amount of the insurance liability, the shortfall shall be recognized as liability adequacy reserve. Therefore, the recognition of insurance reserve was determined to be a matter of high concern in our audit.

Our principal audit procedures included:

Testing the effectiveness of the design and implementation of internal controls on the financial reporting process related to insurance reserves, inclusive of the control on the completeness and accuracy of the policy information; performing the analysis on movements and recognition of insurance reserves and checking whether the related information and carrying amount of the worksheet were accurate; sampling unearned premium reserves, liability reserves, claim reserves, premium deficiency reserves, special reserves and liabilities adequacy reserve to assess the accuracy of the premium and claim information, as well as inspecting the provision methodology, and examining whether the provision and hypothesis are in accordance with the ‚Guidelines for Insurance Enterprises Handling All Statutory Reserves‛. In addition, we also assessed the appropriateness of the disclosure that are related to insurance reserves.

2. Valuation of investment assets

Please refer to Note 4(f) for the related accounting policy of valuation of investment, Note 5(a) for the accounting assumptions, judgments and estimation uncertainty of investment assets valuation, Note 6(c) for the detail of investment assets valuation, and Note 6(z)(aa) for valuation details and risk management of financial assets valuation.

How the matter was addressed in our audit:

Fair value measurement of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income for debt instrument without an active market was determined by observable input parameters obtained either directly or indirectly in inactive markets. The fair value was estimated on the basis of the results of various valuation techniques, which involved professional judgment of the Company’s management.

279

Our principal audit procedures included:

Our key audit procedures included performing an assessment over the investment cycle of its initial recognition, subsequent measurements and their disclosures; inspecting the accounting policies related to fair value measurements and disclosures of financial instruments of the Company; obtaining statements for financial assets, understanding the acquisition methods used for fair value of each category, evaluating whether the fair value hierarchy is appropriate, and checking the fair value of the statements with the fair value of the financial assets according to the relevant information obtained from external sources.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Enterprise Engaging in Insurance and with the IFRSs, IASs, IFRC, 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’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 Company 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 Company’ s financial reporting process.

AuditorsResponsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the 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 Company’s internal control.

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

280

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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 Chen, Chun-Kuang and Hsieh, Chiu-Hua.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2024

281

(English Translation of Financial Statements Originally Issued in Chinese)

MERCURIES LIFE INSURANCE COMPANY LTD.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
11000
Cash and cash equivalents (note 6(a))
12000
Accounts receivables (note 6(b))
12600
Current income tax assets
14110
Financial assets at fair value through profit or loss (notes 6(c) and 7)
14190
Financial assets at fair value through other comprehensive income (notes 6(c) and 7)
14145
Financial assets at amortized cost (notes 6(c) and 8)
14150
Investments under equity method, net (notes 6(d) and 7)
14200
Investment property (note 6(e))
14300
Loans (notes 6(f) and 7)
15000
Reinsurance contract assets (note 6(g))
16000
Property and equipment (notes 6(h) and 7)
16700
Right-of-use assets (notes 6(i) and 7)
17000
Intangible assets (note 7)
17800
Deferred tax assets (note 6(w))
18000
Other assets (notes 6(c), (j), 7 and 8)
18900
Separate account assets for unit-linked products (note 6(k))
Total assets
December 31, 2023
Amount
%
$ 61,359,378
4
11,124,019
1
1,021,915
-
115,637,806
8
3,307,427
-
1,013,469,832
67
3,723,204
-
18,823,614
1
67,896,478
4
2,550,530
-
10,714,230
1
342,486
-
174,332
-
20,535,187
1
14,115,879
1
177,007,560
12
December 31, 2022
Amount
%
47,827,361
3
9,920,626
1
727,255
-
79,014,992
5
44,175,492
3
1,000,833,858
69
5,189,087
-
18,854,567
1
69,256,218
5
2,204,688
-
10,772,359
1
172,917
-
172,861
-
15,777,331
1
10,331,685
1
143,001,896
10
1,458,233,193
100
Liabilities and Equity
Liabilities:
21000
Accounts payable (notes 6(l) and 7)
23200
Financial liabilities at fair value through profit or loss (note 6(c))
23500
Bonds payable (notes 6(m) and 7)
23800
Lease liabilities (notes 6(n) and 7)
24000
Insurance liabilities (note 6(o))
24900
Reserves for fluctuation of foreign exchange (note 6(q))
27000
Provisions (note 6(s))
28000
Deferred income tax liabilities (note 6(w))
25000
Other liabilities (notes 6(r) and 7)
26000
Separate account liabilities for unit-linked products (note 6(k))
Total liabilities
Equity:
31100
Common stock (note 6(x))
32000
Capital surplus (note 6(x))
Retained earnings: (note 6(x))
33100
Legal reserve
33200
Special earnings reserve
33300
Accumulated deficit

34000
Other equity (note 6(x))
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2023
Amount % Amount


1,481,862,910
97
1,429,384,941
98


50,995,011
3
40,995,011
3


34,474
-
349,659
-


215,038
-
215,038
-
24,668,396
2
24,048,308
1
(34,800,308)
(2)
(19,939,845)
(1)

$
1,521,803,877
100




(9,916,874)
-
4,323,501
-


(1,171,644)
-
(16,819,919)
(1)



39,940,967
3
28,848,252
2


$
1,521,803,877
100
1,458,233,193
100

See accompanying notes to financial statements. 282

(English Translation of Financial Statements Originally Issued in Chinese)

MERCURIES LIFE INSURANCE COMPANY LTD.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Share)

Operating revenue:
41110
Direct premiums written (notes 6(t) and 7)
51100
Less: Reinsurance expense (note 6(t))
51310
Unearned premium reserve movement (notes 6(o) and (t))
Retained earned premium (note 6(t))
41300
Commission on reinsurance ceded
41400
Fee income (notes 6(k) and 7)
Investment gain (loss), net
41510
Interest income (note 7)
41521
Loss on financial assets (liabilities) measured at fair value through profit or loss (note 6(c))
41526
Net gain arising from derecognition of financial assets measured at amortized cost (note 6(c))
41527
Realized loss on financial assets measured at fair value through other comprehensive income (note 6(c))
41540
Share of gain (loss) of associates and joint ventures accounted for using the equity method (note 6(d))
41550
Gain on foreign exchange
41560
Reserve for fluctuation of foreign exchange movement (note 6(q))
41570
Gain (loss) on investment property (notes 6(e) and 7)
41585
Expected credit losses (reversal of expected credit losses) of investments (notes 6(c) and (f))
41590
Other net income from investments (note 6(d))
41600
Profit or loss reclassified by applying overlay approach (note 6(c))
41800
Other operating income
41900
Separate account revenue for unit-linked products (note 6(k))
Operating costs:
51200
Claims and benefits (note 6(t))
41200
Less: Claims recovered from reinsurers (note 6(t))
Retained insurance claims and benefits incurred (note 6(t))
51300
Other insurance liabilities movement (note 6(o))
51400
Underwriting expenses
51500
Commission expense (note 6(s))
51800
Other operating costs (note 6(n))
51900
Separate account expense for unit-linked products (note 6(k))
Operating expenses: (notes 6(b)(h)(i)(n)(s)(u)(v) and 7)
58100
Sales and marketing expenses
58200
Administrative expenses
58300
Employee training expenses
58400
Expected credit losses (reversal of expected credit losses) of non-investments
Operating loss
59000
Non-operating income and expense
Loss from continuing operations before tax
63000
Less: Income tax benefit (note 6(w))
Losses
83000
Other comprehensive income:
83100
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
83110
Losses on remeasurements of defined benefit plans
83120
Gains on revaluation
83190
Unrealized gains (losses) from investments in equity instruments measured at fair value through other
comprehensive income
83130
Share of other comprehensive loss of associates and joint ventures accounted for using the equity method,
components of other comprehensive income that will not be reclassified to profit or loss
83180
Income (tax) benefit related to components of other comprehensive income that will not be reclassified to
profit or loss
83200
Components of other comprehensive income (loss) that will be reclassified to profit or loss
83290
Unrealized gains (losses) from investments in debt instruments measured at fair value through other
comprehensive income
83240
Share of other comprehensive income of associates and joint ventures accounted for using the equity
method, components of other comprehensive income that will be reclassified to profit or loss
83295
Other comprehensive income (loss) on reclassification under the overlay approach
83280
Income (tax) benefit related to components of other comprehensive income that will be reclassified to profit
or loss
83000
Other comprehensive income (loss)
Total comprehensive income (loss) for the period
Basic earnings per share (In New Taiwan Dollars) (note 6(y))
Diluted earnings per share (In New Taiwan Dollars) (note 6(y))
2023 %
63
3
-
2022 Change
%
%
76
(7)
3
10
-
13
73
(7)
-
120
2
16
32
5
(62)
99
2
(116)
-
105
-
(85)
55
(100)
(6)
159
2
(79)
(1)
111
-
-
3
(426)
-
76
-
2,887
100
12
85
1
2
9
83
1
21
(22)
-
-
6
3
-
14
-
2,887
110
9
-
(12)
4
-
-
133
-
460
4
1
(14)
15
-
(74)
(14)
14
(1)
(144)
(13)
30
-
(189)
1
(100)
-
141
-
(87)
-
(100)
1
(90)
(6)
210
-
(92)
(3)
426
1
(272)
(8)
291
(7)
299
(20)
128
(4.34)
(4.34)
Amount
$ 77,634,133
3,315,048
326,034
Amount
83,180,115
3,023,915
288,810

73,993,051
98,394
2,968,302
36,674,379
(946,716)
(322,931)
13,645
33,836
(143,936)
4,111,104
368,227
84,880
1,258,356
(10,512,215)
60,537
15,533,843
60
-
2
30
(1)
-
-
-
-
4
-
-
1
(9)
-
13

79,867,390
44,631
2,564,506
34,794,244
(67,822,759)
2,026,181
(283,405)
218,440
60,440,820
(6,969,055)
1,782,887
(792,353)
-
3,221,236
34,360
519,967

123,272,756
100
109,647,090

94,705,930
2,703,524
77
2

93,472,132
2,486,329

92,002,406
17,542,088
30,878
5,792,483
595,485
15,533,843
75
14
-
5
-
13

90,985,803
22,550,576
30,728
5,639,225
520,402
519,967

131,497,183
107
120,246,701

386,774
4,208,998
183,395
8,135
-
4
-
-

441,254
4,226,414
78,616
(2,261)

4,787,302
4
4,744,023

(13,011,729)
(11)
(15,343,634)

75,744

-

285,958

(12,935,985)
(3,419,996)
(11)
(3)

(15,057,676)
(1,398,874)

(9,515,989)

(8)

(13,658,802)

(119,825)
-
155,655
506
-

-
-
-
-
-

(41,440)
873,371
(377,502)
3,980
(111,187)
36,336 -
347,222

6,162,001
853
10,512,215

(1,154,185)
5
-
9
(1)

(5,605,545)
10,864
(3,221,236)
670,128

15,520,884

13

(8,145,789)

15,557,220
13
(7,798,567)

$
6,041,231
5
(21,457,369)

$
(2.11)
$
(2.11)

See accompanying notes to financial statements. 283

(English Translation of Financial Statements Originally Issued in Chinese)

MERCURIES LIFE INSURANCE COMPANY LTD.

Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Net loss
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special earnings reserve provided due to reversal of special risk-volatility reserve
Special earnings reserve provided due to net income with the adoption of reserve for
fluctuation of foreign exchange
Provision for gain on disposal of investments in debt instrument
Special reserve used to offset accumulated deficits
Legal reserve used to offset accumulated deficits
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using the equity method
Capital increase in cash
Share-based payments
Appropriation of special catastrophe reserve and special risk-volatility reserve
Appropriation of special earnings reserve due to the Individual Travel Accident Insurance
Balance at December 31, 2022
Net loss
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of retained earnings:
Special earnings reserve provided due to reversal of special risk-volatility reserve
Provision for gain on disposal of investments in debt instrument
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity method
Capital increase in cash
Share-based payments
Disposal of investments accounted for using the equity method
Disposal of revalued property
Appropriation of special catastrophe reserve and special risk-volatility reserve
Appropriation of special earnings reserve due to the Individual Travel Accident Insurance
Balance at December 31, 2023
Share capital
Common stock
$ 26,695,011
Capital surplus
911,648
Retained earnings
Special reserve
Unappropriated
retained earnings
(accumulated
deficit)
20,118,213
1,075,187
Retained earnings
Special reserve
Unappropriated
retained earnings
(accumulated
deficit)
20,118,213
1,075,187
Other equity Other
comprehensive
income (loss) on
reclassification
under the
overlay
approach
(8,936,093)
Total equity
41,438,390
Exchange
differences on
translation of
foreign
financial
statements
Unrealized gain
(loss) on financial
assets measured
at fair value
through other
comprehensive
income
Revaluation
surplus
Legal reserve
1,698,379
Special reserve
20,118,213
1,075,187 (11,717)
(112,238)
-

-
-

-
-

-
-

-
-

(13,658,802)
(38,696)

-
10,864


-
-

(5,301,583)
762,184

-

(3,231,336)

(13,658,802)
(7,798,567)
- - - -
(13,697,498)

10,864




(5,301,583)
762,184



(3,231,336)

(21,457,369)
-
-
-
-
-
-
-
14,300,000
-
-
-
-
-
-
-
-
-
(69)
(703,220)
141,300
-
-
215,038
-
-
-
-
(1,698,379)
-
-
-
-
-
-
240,945
107,519
4,301,629
(853,735)
-
-
-
-
132,315
1,422

(215,038)
(240,945)
(107,519)
(4,301,629)
853,735
1,698,379
-
(4,870,780)
-
(132,315)
(1,422)

-
-
-
-
-
-
-
-
-
-
-



-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-


-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
(69)
8,726,000
141,300
-
-
40,995,011 349,659 215,038
24,048,308

(19,939,845)
(853)
(5,413,821)
762,184

(12,167,429)
28,848,252

-
-

-
-

-
-

-
-

(9,515,989)
(119,902)

-
853



-
-

5,537,769
-


-
10,138,500

(9,515,989)
15,557,220
- - - -
(9,635,891)
853

5,537,769
-

10,138,500

6,041,231
-
-
-
10,000,000
-
-
-
-
-
-
-
(16)
(341,669)
26,500
-
-
-
-
-
-
-
-
-
-
-
-
-
233,497
248,274
-
-
-
-
-
135,819
2,498

(233,497)
(248,274)
-
(4,633,331)
-
835
28,012
(135,819)
(2,498)
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
(835)
-
-
(28,012)
-
-
-
-

-
-
-
-
-
-

-
-
-

-
-
(16)
5,025,000
26,500
-
-
-
-
$
50,995,011
34,474 215,038
24,668,396

(34,800,308)
- 123,113
734,172

(2,028,929)
39,940,967

See accompanying notes to financial statements. 284

(English Translation of Financial Statements Originally Issued in Chinese)

MERCURIES LIFE INSURANCE COMPANY LTD.

Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Loss before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net loss on financial assets or liabilities at fair value through profit or loss
Net (gain) loss on financial assets or liabilities at fair value through other comprehensive income
Interest expense
Net gain (loss) arising from derecognition of financial assets measured at amortized cost
Interest income
Net change in insurance liabilities
Net change in reserve for fluctuation of foreign exchange movement
(Reversal of expected credit losses) expected credit losses of investments
Expected credit losses (reversal of expected credit losses) of non-investments
Share-based payments
Share of profit of associates and joint ventures accounted for using the equity method
Loss (profit) reclassified by applying overlay approach
Loss (gain) on disposal of property and equipment
Gain on disposal of investment properties
Gain on disposal of investments accounted for using the equity method
Unrealized foreign exchange gain
Gain on fair value adjustment of investment property
Total adjustments to reconcile loss
Changes in operating assets and liabilities:
Changes in operating assets:
(Increase) decrease in accounts receivable
Increase in financial assets at fair value through profit or loss
Increase in reinsurance contract assets
Increase in other assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in accounts payable
Decrease in provisions
Decrease in other liabilities
Others
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash outflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows used in operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Acquisition of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Proceeds from early redemption and repayment of financial assets at amortized cost
Acquisition of investments accounted for using the equity method
Proceeds from disposal of investments accounted for using the equity method
Acquisition of property and equipment
Proceeds from disposal of property and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in loans
Acquisition of investment properties
Proceeds from disposal of investment properties
Net cash flows from investing activities
Cash flows from (used in) financing activities:
Increase in guarantee deposits received
Payment of lease liabilities
Proceeds from capital increase in cash
Net cash flows from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2023
$ (12,935,985)
408,864
97,117
946,716
(13,645)
402,192
322,931
(36,674,379)
17,868,122
(4,111,104)
(84,880)
8,135
26,500
(33,836)
10,512,215
64
(2,608)
(1,254,491)
(1,690,837)
(5,967)
2022
(15,057,676)
406,732
83,035
67,822,759
283,405
400,056
(2,026,181)
(34,794,244)
22,839,386
6,969,055
792,353
(2,261)
141,300
(218,440)
(3,221,236)
(162,700)
(1,292,975)
-
(85,481,172)
(22,461)

(13,278,891)

(27,483,589)

(1,255,245)
(44,931,710)
(106,231)
(165,246)

3,011,868
(83,384,324)
(333,722)
(573,983)

(46,458,432)

(81,280,161)

1,990,842
(264,466)
(2,806)
451,820

(1,777,541)
(183,333)
(44,097)
25,566,507

2,175,390

23,561,536

(44,283,042)

(57,718,625)

(57,561,933)

(85,202,214)

(70,497,918)
27,641,999
3,683,221
(402,192)
(466,300)

(100,259,890)
31,128,213
3,565,379
(421,763)
(601,466)

(40,041,190)

(66,589,527)

-
-
215,702
(2,913,921)
32,056,374
12,269,531
-
2,755,553
(184,238)
52
177,562
(94,760)
1,392,986
(6,084)
45,612

(13,817,870)
9,512,936
27,978
(54,402,954)
23,647,159
35,158,118
(2,182,500)
-
(373,809)
280,723
789,462
(144,408)
1,248,753
(8,537)
8,233,866

45,714,369

7,968,917

3,019,252
(185,414)
5,025,000

724,787
(187,117)
8,726,000

7,858,838

9,263,670

13,532,017
47,827,361

(49,356,940)
97,184,301

$
61,359,378

47,827,361

See accompanying notes to financial statements. 285

(English Translation of Financial Statements Originally Issued in Chinese)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Mercuries Life Insurance Company Ltd. (the ‚Company‛) was incorporated on June 12, 1993 as a company limited who engages in life insurance business. The Company has its head office located in Taipei, with registered office at 1F., No. 58, Shitan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.). It also has branches in Taipei, Taichung, Chiayi, Tainan and Kaohsiung.

The Company’s parent company is Mercuries & Associates, Holding Ltd. (formerly known as Mercuries & Associates Ltd., and has been renamed to Mercuries & Associates, Holding Ltd. since January 13, 2015.) The Company formed a strategic alliance with Mass Mutual Financial Group (Mass Mutual) by acquiring it through its parent and affiliated companies on November 30, 2010. Then in 2001, Mass Mutual was renamed to Mercuries Life Insurance Company. In addition, the Company officially listed on December 18, 2012.

(2) Approval date and procedures of the financial statements:

The Board meeting authorized the financial statements on March 13, 2024.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards ( ‚IFRSs‛) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2023:

  • Amendments to IAS 1 ‚Disclosure of Accounting Policies‛

  • Amendments to IAS 8 ‚Definition of Accounting Estimates‛

  • Amendments to IAS 12 ‚Deferred Tax related to Assets and Liabilities arising from a Single Transaction‛

The Company has initially adopted the new amendment, which do not have a significant impact on its financial statements, from May 23, 2023:

  • Amendments to IAS 12 ‚International Tax Reform—Pillar Two Model Rules‛

286 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2024, would not have a significant impact on its financial statements:

  • Amendments to IAS 1 ‚Classification of Liabilities as Current or Non-current‛

  • Amendments to IAS 1 ‚Non-current Liabilities with Covenants‛

  • Amendments to IAS 7 and IFRS 7 ‚Supplier Finance Arrangements‛

  • Amendments to IFRS 16 ‚Lease Liability in a Sale and Leaseback‛

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
IFRS 17‚Insurance
Contracts‛
Content of amendment
The new standard of accounting for
insurance contracts contain recognition,
measurement, presentation and disclosure
of insurance contracts issued, and the main
amendments are as follows:
●Recognition: an entity recognizes a
group of insurance contracts that it
issues from the earliest of :
- the beginning of the coverage period
of the group of contracts;
- the date when the first payment from
a policyholder in the group because
due; and
- for a group of onerous contracts,
when the group becomes onerous, if
facts and circumstances indicate that
there is such a group.
●Measurement: on initial recognition, an
entity
shall
measure a
group
of
insurance contracts at the total of the
fulfilment cash flows and the contractual
service
margin.
For
subsequent
measurement, the entity shall estimate
the cash flows, discount rates and the
adjustment for non-financial risk.
●Presentation
and
disclosure:
the
presentation of insurance revenue is
based on the provision of service pattern
and investment components excluded
from insurance revenue.
Effective date per
IASB
January 1, 2023

287 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

Standards or
Interpretations
Amendments to IFRS 17
‚Insurance Contracts‛
Amendments to IFRS 17
‚Initial Application of IFRS
17 and IFRS 9 – Comparative
Information‚
Content of amendment
The fundamental principles introduced
when the Board first issued IFRS 17 in
May
2017
remain
unaffected.
The
amendments are designed to:
●reduce costs by simplifying some
requirements in the Standard;
●make financial performance easier to
explain; and
●ease transition by deferring the effective
date of the Standard to 2023 and by
providing additional relief to reduce the
effort required when applying IFRS 17
for the first time.
The amendment adds a new transition
option to IFRS 17 (the‘classification
overlay ’ )
to
alleviate
accounting
mismatches in comparative information
between insurance contract liabilities and
related financial assets on the initial
application
of
IFRS
17.
It
allows
presentation of comparative information
about financial assets to be presented in a
manner that is more consistent with IFRS 9
Financial Instruments.
Effective date per
IASB
January 1, 2023
January 1, 2023

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • Amendments to IFRS 10 and IAS 28 ‚Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture‛

  • Amendments to IAS21 ‚Lack of Exchangeability‛

(4) Summary of material accounting policies:

The material accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

288 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (a) Statement of Compliance

These financial statements have been prepared in accordance with the ‚Regulations Governing the Preparation of Financial Reports by Enterprises Engaging in Insurance‛ (hereinafter referred to as the Regulations) and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC).

(b) Basis of Preparation

  • (i) Basis of Measurement

The financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value (Derivative financial instruments are included);

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) Reinsurance contract assets, insurance liabilities and provisions for insurance contracts with the feature of financial instruments are measured in compliance with the ‚ ‛ Regulations Governing Various Reserves by Insurance Enterprises .

  • 4) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation; and

  • 5) Investment properties are measured at fair value.

  • (ii) Functional and presentation currency

The Company interim financial statements are presented in New Taiwan Dollar, which is the Company's functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

(c) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for non-monetary assets which are measured at fair value and recognized its difference in other comprehensive income.

289 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (d) Distinction of classification for current/non – current assets and liabilities

The Company primarily engages in life insurance business. In the insurance industries, there is no clear standard distinction for the length of operating cycle depending on the nature of the insurance contracts and the different durations of the insurance claim processing. Therefore, the Company does not present the classification of current or non-current assets, and current or non-current liabilities.

  • (e) Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits and high liquid investments that can be converted into fixed amount of cash at any time, with low risk of change in value.

A time deposit with maturity less than a year is qualified as a cash equivalent when it is subject to an insignificant risk of changes in value and is held for the purpose of short-term cash commitments rather than for investment or other purposes.

Bank overdrafts are those that are immediately repaid and are part of the Company's overall cash management and are classified as cash and cash equivalents in the statements of the cash flows.

  • (f) Financial Instruments

Financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset or financial liability is initially measured at fair value plus, transaction costs that are directly attributable to its acquisition or issue.

  • (i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL.

The Company shall reclassify all affected financial assets only when it changes its business model for managing its financial assets.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

290 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

’ Dividend income is recognized in profit or loss on the date on which the Company s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above (e.g. financial assets held for trading and those that are managed and whose performance is evaluated on a fair value basis) are measured at FVTPL, including derivative financial assets and accounts receivable. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

291 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

4) Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses other than insignificant interest on short-term receivables. Transaction accounting is used when buying or selling financial assets in accordance with trading practices.

Loans consist of policy loans, auto premium loans, and mortgage loans. Policy loans are loans guaranteed by the policy. Auto premium loans are premiums paid by the Company according to the policy. Mortgage loans include loans and overdue loans that have been secured by real estate, chattel and securities, loans and overdue loans approved by the competent authority. Loans are stated at the outstanding principal without unearned revenue. The amortized cost and interest income are measured using the effective interest method.

5) Overdue loans

When the principal or interest of a loan is overdue by more than three months, or payment has been requested by the Company, or when the collateral has been disposed of, it is recorded as a delinquent loan.

A delinquent loan is transferred to an overdue loans account within six months after its due date, or when there is a direct evidence to reveal that the financial capability of the accommodator is insufficient to pay off. For delinquent loans transferred to overdue loans, the accrued interest is not accrued internally but externally, and it continues to be included in the request for payment. Unpaid interest for a delinquent loan accrued before it is transferred to the overdue loans account is transferred to overdue loans together with the principal.

Accrued premium receivables, interest receivables and other receivables are classified as delinquent receivables when they are more than three months overdue. Claims recoverable from reinsurers and due from other insurers previously were classified as delinquent receivables when they were more than nine months overdue.

6) Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • ‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management ’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

292 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • ‧ how the performance of the portfolio is evaluated and reported to the Company management;

  • ‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.

  • 7) Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

  • ‧ contingent events that would change the amount or timing of cash flows;

  • ‧ terms that may adjust the contractual coupon rate, including variable rate features;

  • ‧ prepayment and extension features; and

  • ‧ terms that limit the Company s claim to cash flows from specified assets (e.g. non-recourse features).

  • 8) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable, amortized costs, loans and guarantee deposit paid), debt investments measured at FVOCI. The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

293 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company ’ s historical experience and informed credit assessment as well as forward-looking information.

The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’ ’ s .

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due or the credit rating of financial instrument has been defined as lower than the investment grade and equal or lower than the initial purchase rating by 2 notches.

The Company considers a financial asset to be in default when the financial asset is more than 90 days past due or the borrower is unlikely to pay its credit obligations to the Company in full.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 90 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧ it is probable that the borrower will enter bankruptcy or other financial reorganization.

294 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

Other than the assessment described above, in accordance with the ‚Guidelines for Handling Assessment of Assets, Loans Overdue, Receivable on Demand, and Bad Debts by Insurance Enterprises, ‛ the Company classifies the loan assets into Class 1 ‚normal‛, Class 2 ‚ under notice‛, Class 3 ‚possible to be recovered‛, Class 4 ‚difficult to be recovered‛, and Class 5 ‚with no chance of recovery‛, and sets aside an allowance for doubtful accounts. The above-mentioned regulation is the minimum requirement of allowance for doubtful accounts, and the sum of the allowance for doubtful accounts must not be less than the following standards:

  • a) The total balance of 0.5% of claim balance of Class-1 loan assets after deducting life insurance loans, automatic premium loans and government debt, 2% of claim balance of Class-2 loan assets, 10% of Class 3, 50% of Class 4, and the entire claim balance of Class-5 loan assets.

  • .The sum of loans overdue and receivables on demand which are valuated as no collaterals.

  • . 1.5% of the total balance of the policy-related loan, which are started from January 1, 2011, being deducted from the sum of housing purchase, renovating loans, and the building loans, the remaining sum has to be recognized annually before the end of 2016 in order to strengthen the ability of the insurance companies to undertake the loss of specific loans, according to Jin-Guan-Bao-Tsai No. 10402506096 issued by the FSC.

  • b) 1% of the total balance of Class 1 to 5 loan assets deducting life insurance loans, automatic premium loans, and government debt.

The amount of doubtful account is estimated as the higher of the results of the two methods used above.

The Company shall provide the related allowance for doubtful accounts according to the above-mentioned guidelines if the assessed amount of impairment loss in accordance with the third amendment of the IFRS 9 Financial Instruments.

  • 9) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

295 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized. Please refer to Note 6(af).

10) Overlay approach

The Company has designated financial assets to adopt the ‚overlay approach‛ in accordance with IFRS 4 ‚Insurance Contracts‛, to reduce the financial impact and differences as a result of the different implementation dates between IFRS 9 and IFRS 17, whereby IFRS 17 is expected to be effective at a later date.

  • 11) Reclassification on financial assets

In accordance with IFRS 9, the Company is allowed to apply the reclassification on all its impacted financial assets only when it changes the business model for managing its financial assets. After reclassifying a financial asset out of fair value through other comprehensive income into amortized cost, its fair value measured at the reclassification date will become its new carrying amount; cumulative gain or loss previously recognized in other comprehensive income will be removed from equity and adjusted against the fair value of the financial asset at the reclassification date, as if the financial asset had been ’ measured at amortized cost in the past. The reclassification will affect the Company s other comprehensive income but will not affect its profit or loss.

(ii) Derivative financial instruments and hedge accounting

The Company holds derivative financial instruments to hedge the risk of fluctuation of price, foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

More information about the Company's accounting policies and risk management activities related to derivative financial instruments is provided in Note 6(c)(i)(2).

(iii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt or equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual agreement.

2) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

296 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 3) Short term liabilities

Bonds issued under repurchase agreement in financing activities are recorded to short term debts notes and bonds issued under repurchase agreement at trading date. When the notes and bonds are repurchased, the difference between the repurchase price and original sale price is recognized as interest expenses.

  • 4) Other financial liabilities

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 5) Derecognition of financial assets and liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • (iv) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

Information about the Company's accounting policies relating to offsetting of financial assets and financial liabilities is provided in Note 6(z)(ii) for further details.

  • (v) A structured entity has been specially designed so that voting right or other similar rights do not dominate the entity. That is, the voting right can only affect the administrative tasks, all the key operating decisions are negotiated and determined on the contract basis. The Company consolidates the structured entities into its financial statement when the following criteria are made:

  • 1) having the rights over the structured entity’s activity, such as, but not limit to, voting right;

  • 2) having the rights to obtain the structured entity’s reward by involving in such structure entity;

  • 3) having the capability to exercise its rights over the structured entity to have influences over the entity’s reward.

297 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (vi) Interest rate benchmark reform

When the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortized cost changed as a result of interest rate benchmark reform, the Company will update the effective interest rate of the financial asset or financial liability to reflect the change that is required by the reform.

A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met:

  • . the change is necessary as a direct consequence of the reform; and

  • . the new basis for determining the contractual cash flows is economically equivalent to the previous basis – i.e. the basis immediately before the change.

When changes were made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Company will first update the effective interest rate of the financial asset or financial liability to reflect the change that is required by interest rate benchmark reform. After that, the Company will apply applied the policies on accounting for modifications to the additional changes.

(g) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies. When the Company holds between 20% and 50% of the voting rights of the investee company, it is assumed to have a significant influence.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

The financial statements include the Company’s share of the profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align their accounting policies with those of the Company, from the date that significant influence commences until the date that significant influence ceases.

If the proprietary right of the company in related corporations or joint ventures decreases despite according investment being continued classified as such, the company should reclassify its profit and loss proportionally from other comprehensive income with the reduction seen above.

(h) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost and includes transaction cost of acquiring the asset. Cost includes expenditure that is directly attributable to the acquisition of the investment property. Costs of self-constructed investment property include cost of raw materials and direct labor, and any other costs and capitalized costs directly attributable to bring the investment property to a working condition for their intended use. In accordance with IAS 40, investment property is subsequently measured at fair value. Gains or losses arising from the changes in fair value must be included in net profit or loss for the period in which they arise.

298 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Investment property should be derecognized on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal and recognized in profit or loss.

The Company transfer investment property in or out based on its actual use. Transfers between categories should be based on market values and accounting treatment should be conducted in ‚ ‛ accordance with IAS 40 Investment Property .

According to Gin-Guan-Bao-Tsai No.10904917647 letter issued on May 11, 2020, in order to maintain the soundness and stability of its financial structure in insurance industry, the Company needs to set aside a special reserve equal to the net amount of the adjustments on investment properties and the accumulated excess net amount after tax of the adjustment from subsequent measurement based on the fair value. The special reserve will then be subsequently set aside only for valid contract based on IFRS 17 ‚Insurance Contracts‛, the policy of the fair value evaluation of valid insurance contract in the insurance industry, and the other regulations designated by the authority.

(i) Reinsurance contract assets

The Company arranges the reinsurance business based on the business need and the related insurance laws to limit the losses caused by certain events. For reinsurance ceded business, the Company cannot refuse to fulfill their obligations to insured even if the reinsurer refuses to fulfill its obligation.

Reimbursement expenses and income arising from the reinsurance business, and the amount of income payable or reimbursement from the relevant insurance contract shall be recognized in the same period. The net entitlement of the reinsurance contract, including the reinsurance reserve asset, claims and payment recoverable from reinsurers, and intercompany reinsurance receivables shall be recognized in accordance with the reinsurance contract and the relevant insurance contract liabilities. The assets or liabilities and the incomes or expenses of the reinsurance contract shall not be offset against the loss or benefit of the relevant insurance liabilities and related insurance contracts.

Reinsurance contract assets, claims and payment recoverable from reinsurers, and intercompany reinsurance receivables held by ceding companies are periodically assessed for impairment. If the reinsurance asset is impaired, its carrying amount is reduced accordingly, and impairment loss thereon is recognized in profit or loss. A reinsurance asset is impaired if, and only if, there is objective evidence that the Company may not receive all amounts due them under the terms of the contract as a result of an event that occurred after initial recognition of the reinsurance asset; and the impact of that event to the amounts that the Company will receive from the reinsurer can be measured reliably.

In determining the classification of a reinsurance contract, the Company considers whether a significant insurance risk should be transferred to the reinsurer. If there is no significant insurance risk that are being transferred, the contract shall be recognized and measured in accordance with deposit accounting.

299 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

If the Company can measure the constituent elements of its savings separately, the insurance component of the reinsurance contract and the elements of the savings shall be recognized separately. That is to say, the Company will deduct the insurance component from the reinsurance contract after receiving (or paying) the consideration of the contract, and is recognized as financial liabilities (or assets), not income (or expense). The financial liabilities (or assets) are recognized and measured at fair value and are based on discounted future cash flows as a basis for fair value measurement.

(j)

Insurance contracts

The Company classifies a contract as an insurance contract when the Company accepts significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specified uncertain future event (the insured event) adversely affects the policyholder. The definition of an insurance risk is that, a risk, other than financial risk, is being transferred from the holder of a contract to the issuer. The definition of a financial risk is that, a risk came from a possible future change in one or more of the variables (including specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating and credit index or other variable). If one of the above variables is a non-financial variable, it must not be specific to a party to the contract. Insurance contracts may also transfer some of financial risks.

The Company deems a risk to be significant if, and only if, an insured event could cause the Company to pay significant additional benefits in any scenario except a scenario that lacks commercial substance. At inception, a contract that qualifies as an insurance contract shall still be considered an insurance contract until all rights and obligations are extinguished or expire. Contracts that do not transfer a significant insurance risk are classified as financial instruments, and if a significant insurance risk is subsequently transferred, the Company shall reclassify the contracts as insurance contracts.

Sub-classification of insurance contracts and financial instruments will depend on whether they contain discretionary participation features or not. Discretionary participation feature is a contractual right to receive additional benefits as a supplement to guaranteed benefits:

  • (i) That are likely to be a significant portion of the total contractual benefits;

  • (ii) Whose amount or timing is contractually at the discretion of the issuer; and

  • (iii) That are contractually based on:

  • 1) The performance of a specified pool of contracts or a specified type of contract;

  • 2) The realized and/or unrealized investment returns on a specified pool of assets held by the issuer; or

  • 3) The profit or loss of the Company, fund or other entity that issues the contract.

When the economic characteristic and risk of embedded derivatives do not closely relate to that of their host contract, the Company shall separate the embedded derivatives from the host contract, and measure them at fair value and record the changes in fair value in profit or loss. However, the Company need not to separate an embedded derivative from the host contract if it meets the definition of an insurance contract, or when the entire insurance contract are measured at fair value and the changes in fair value are recognized as profit or loss.

300 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributed to the acquisition of the assets. The cost of a selfconstructed asset comprised material, labor, any cost directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Reclassification to investment property

A property is reclassified to investment property at its fair value when the use of the property changes from owneroccupied to investment property.

  • (iii) Subsequent cost

Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Company. The carrying amount of those parts that are replaced is derecognized. Ongoing repairs and maintenance is expensed as incurred.

(iv) Depreciation

The depreciable amount of an asset is determined after deducting its residual amount and it shall be allocated over the useful life thereof using the straight-line method. The items of property, plant and equipment with the same useful life may be grouped in determining the depreciation charge. The remainder of the items may be depreciated separately. The depreciation charge for each period shall be recognized in profit or loss.

If there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, the period of expected use is the useful life of the asset; otherwise, the asset is depreciated over the shorter of the lease term and its useful life.

The land asset is not depreciated.

The estimated useful life for the current and comparative years of significant items of property, plant and equipment are as follows:

1) Buildings 2~55 years
2) Computer equipment 2~7 years

301 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 3) Transport and office equipment

2~5 years

  • 4) Fixtures and fitting: Based on the shorter of the lease term and its useful life. Maximum expectation years are 5 years.

Depreciation methods, useful lives, and residual values should be reviewed at least at each financial year-end. If expectations are different from the previous estimates, the changes are accounted for as changes in an accounting estimate.

  • (l) Leases

  • (i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • 1) The contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) The customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) The customer has the right to direct the use of the asset throughout the period of use only if either:

    • a) the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

    • b) the relevant decisions about how and for what purpose the asset is used are predetermined and:

  • - the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

  • - the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

  • (ii) As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received.

302 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Company does not have the incremental borrowing rate due to the industry characteristics. Because of this, the Company uses the Group’s incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) Fixed payments;

  • 2) Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) Amounts expected to be payable under a residual value guarantee; and

  • 4) Payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change in the assessment of the underlying asset cell option;

  • 4) there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 5) there is any lease modification.

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

303 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of leased assets that have a lease term of 12 months or less or leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a practical expedient, the Company elects not to assess all rent concessions that meets all the conditions as follows are lease modifications or not:

  • 1) the rent concessions occurring as a direct con sequence of the COVID-19 pandemic;

  • 2) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • 3) any reduction in lease payments affects only payments originally due on or before June 30, 2022; and

  • 4) there is no substantive change to other terms and conditions of the lease.

In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

  • (iii) As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

  • (m) Intangible Assets

Intangible assets originally recognized at cost. Then the remaining balance less accumulated amortizations and accumulated impairment losses would be the carrying amount. Depreciable amount is the cost of an asset less its residual values.

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated maximum useful life of computer software is 7 years.

The residual value, the amortization period and the amortization method for computer software shall be reviewed at least at the end of each financial year. Such change shall be accounted for as changes in accounting estimates.

304 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(n) Impairment of asset other than financial asset

For non-financial assets other than deferred tax assets and employee benefits, the Company assesses whether the impairment has occurred at the end of each reporting period, and estimates its recoverable value. If the recoverable value cannot be estimated individually, the Company estimates the recoverable amount of the cash generating unit of the asset to assess the impairment.

The recoverable amount is the higher of the individual assets’ fair value or cash generating units less the cost of sale, and the value of their use. If the recoverable value of an individual asset or cash generating unit is less than the carrying amount, the carrying amount of the individual asset or cash generating unit shall be write down to the recoverable amount and the impairment loss shall be recognized.

The Company reassesses the impairment loss of nonfinancial assets other than goodwill at the end of each reporting period, checking whether the impairment loss no longer exists or is reduced. If the recoverable value has increased, the impairment loss is written off in accordance with the changed of recoverable value. However, the amount added back cannot exceed the individual asset or cash generate unit’s carrying amount less any depreciation expense from last year.

  • (o) Separate account assets and liabilities

The Company sells investment-linked products. The insurer’s costs and expenses shall be deducted (according to the agreed method) from the premiums paid by insurance applicants, and such residual premiums shall be recorded in a separate account according to the arrangements for investment allocation agreed or designated by the insurance applicants. The value of assets under separate accounts shall be calculated according to the fair value on the valuation date, and the net values of such assets shall be calculated in accordance with applicable laws and regulations and IAS.

In accordance with the ‚Regulations Governing the Preparation of Financial Reports by Enterprises Engaging in Insurance‛, the assets and liabilities under separate accounts (whether they are resulted from insurance contracts or insurance contracts with financial instruments features) are recorded as ‚ Separate account assets for unit-linked products ‛ and ‚ Separate account liabilities for unit-linked products‛; the revenues and the expenses under separate accounts which are the sum of revenues and expenses of separate account that fulfill the definition provided by IFRS 4 (including investment-linked products with discretionary participating features) are respectively recorded as ‚ Separate account revenue for unit-linked products ‛ and ‚ Separate account expense for unit-linked products.‛

(p) Insurance liabilities

The reserve for both the insurance contracts and the investment contracts with or without discretionary participation feature of the Company determines reserves for insurance contracts in accordance with the Regulations Governing the Provision of Various Reserve, Regulation of Reserves for Operating Investment in Life Insurance, Regulation of Various Reserves for Operating Investment in Life Insurance and Directions for Interest-Sensitive Annuity Insurance Policy Premium Rates. The methodologies used to determine the reserve are certified by the appointed actuary who is authorized by the FSC. Except for the reserve for short-term group insurance which shall be calculated on the actual premiums or the premiums conforming to the rule prescribed in Jin-Guan-Bao-Tsai No. 11004925801 letter, whichever is higher, the bases for determining other reserves or provision for liabilities are as follows:

305 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

In addition, some of the Company's insurance contracts contain discretionary participation features and guarantee factors, but the Company did not separately identify them, so the overall contract is classified as liabilities.

(i) Unearned premium reserve

Unearned premium reserves for effective insurance contracts with a term less than one year and accident insurance for effective insurance contracts with a term of more than one year, universal variable life insurance and universal life insurance with a term over one year are calculated based on the gross premiums of the insurance contracts which have not matured yet on the balance sheet date.

(ii) Claims reserve

Claim reserve is provided based on the incurred but not reported claims and reported but unpaid claims. For reported but unpaid cases, the claim reserves are provided based on the actual claim case by case. For incurred but not reported cases, the reserve is provided based on historical claim experiences and expenses along with the insurance types, including accident insurance, health insurance and life insurance with a term less than one year via the method conforming to actuarial principles (ex: Loss Development Triangle Method).

(iii) Policy reserve

The provision for future policy benefits is calculated in accordance with both the modified method of article 12 of the Enforcement Rules of Insurance Law and the calculation prescribed by the competent authority.

Starting from 2003, for effective insurance contracts which adopt the dividend calculation formula prescribed under the Jin-Guan-Bao-Tsai No. 11004931041 letter, the policy reserve is provided based on the currently reduced amount of dividend caused by the offset between interest margin and mortality margin for long term effective insurance contracts.

Starting from 2012, in accordance with the Jin-Guan-Bao-Tsai No. 10102500530 letter issued on January 19, 2012, a liability reserve based on 3% of sales is provided for purposes of writing off allowance for bad debts and calculated based on the terms of the "Regulations Governing the Provision of Various Reserve", the recovery of the special catastrophe reserve. In accordance with the Jin-Guan-Bao-Tsai No. 10202124790 letter issued on November 21, 2013, additional liability reserve is not provided, since 2013.

When an insurer chooses to measure its investment property at fair value, the value of its insurance liabilities must also comply with the condition of measurement designated by the authority every year. If the results of the measurements indicate that the fair value of the insurance liabilities exceeds the book value, the difference should be reserved for insurance liabilities and the retained earnings must be reduced. The Company has changed its accounting policy for subsequent measurement of investment property from cost model to fair value model starting 2020. The results of the measurements indicated that the fair value of the insurance liabilities did not exceed its book value, therefore, there was no need to increase the reserves for insurance liabilities.

306 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • (iv) Special reserve

The special reserve provided for retention business with a term within one year is divided into three categories, which are special catastrophe reserve, special contingency risk reserve and other special needs reserve. The methods for providing these reserves are as follows:

1) Special catastrophe reserve

A special catastrophe reserve covering all types of insurance is provided at a rate prescribed by the competent authority. For the actual catastrophe claim exceeding $30,000 thousand dollars, the excess amount is offset against special catastrophe reserve. For special catastrophe reserve that remains outstanding for over 15 years, it is written off based on the evaluation of an actuary and after being reported to the competent authority for inspection.

The above-mentioned new provision of special catastrophe reserve, net of income tax pursuant to IAS 12, is accounted for under special reserve of stockholders’ equity.

2) Special contingency risk reserve

If the net amount of actual claim minus the related special catastrophe reserve is lower than the amount of expected claim, a special contingency risk reserve is provided at a rate of 15% of the difference between the net amount of actual claim and the amount of expected claim.

If the net amount of actual claim minus the related special catastrophe reserve is higher than the expected claim amount, the difference is debited to special contingency risk reserve. However, the amount and type of insurance are reported to the competent authority for inspection. If the total accumulated amount of the special contingency risk reserve is over 30% of premium earned of the year, the excess is treated under reclaim rule.

The above-mentioned balance for write down or reclaim, net of income tax, is offset against the special reserve for contingency risk of equity in accordance with IAS 12. The new provision of special reserve for contingency risk, net of income tax pursuant to IAS 12, is accounted for under special reserve of stockholders’ equity rule.

In addition, the special contingency risk reserve after tax, which returned to the Company, should be recognized as special reserve with the shareholders’ approval in the next annual meeting. The reserve cannot be used for other purpose without the authorization from the competent authorities.

  • 3) Any increase or write-down in other special reserve arise from other needs required the approval from the authority.

In accordance with the " Regulations Governing the Preparation of Financial Reports by Insurance Enterprises ", if the real estate measured at fair value experiences appreciation in value, the appreciation shall be firstly used to offset the adverse impact of the first adoption of the IFRSs on other accounting items, and the remainder shall be appropriated as a special provision in the line item of liabilities.

307 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Additionally, from January 1, 2013, the excess amount of the enhancement of liability reserve, calculated in accordance with November 27, 2012 Jin-Guan-Bao-Tsai No. 10102515285, could be transferred to ‚liability reserve insurance contract liability measured at fair value‛ in accordance with November 30, 2012 Jin-Guan-Bao-Tsai No. 10102515281. For remaining outstanding reserve, it is accounted for under special reserve of stockholders’ equity, either recognized by 80% of which at first year or recovered by 5 years with the restriction up to $10 billion each year.

  • (v) Premium deficiency reserve

For life insurance, health insurance, or annuities with an insurance term over one year, and polices issued after January 1, 2001, a deficiency reserve is provided when the actual premium written is less than the premium on the policy reserve prescribed by the competent authority.

In addition, the Company shall evaluate expected future claims and expenses for in-force contracts with contract term less than one year and for accident insurance contracts with terms over one year, and if the amount exceeds unearned premium reserve and expected future premium income, a premium deficiency reserve should be provided for the difference.

  • (vi) Unqualified reinsurance reserve

If a reinsurance contract on the ceded date or balance sheet date is deemed unqualified ceded reinsurance under the ‚ Regulations Governing Insurance Enterprises Engaging in Operating Reinsurance and Other Risk Spreading Mechanisms ‛ , the Company utilizes ‚ The Provision of Unqualified Reinsurance Reserve ‛ to evaluate the effect of unqualified reinsurance in supervision reports, and the results are disclosed in its financial statements.

  • (vii) Liability adequacy reserve

Liability adequacy reserve is a reserve that is provided depending on the results of the liability adequacy test prescribed under IFRS 4 endorsed by the FSC.

(q) Reserve for insurance contracts with financial instrument features

Reserves for the financial instruments that are not separate account and insurance products without discretionary participation features under general account are provided in accordance with the ‚Regulations Governing Insurance Enterprises for Setting Aside Various Reserves‛ and related regulations to set aside reserves.

  • (r) Reserve for fluctuation of foreign exchange

Since March 1, 2012, the Company has provided a reserve for fluctuation of foreign exchange under liabilities for foreign investment assets (excluding nonunitlinked life insurance products denominated in foreign currencies) in accordance to the Regulations Governing Insurance Enterprises for Setting Aside Various Reserves. Based on the regulations, the Company may reclassify a portion of special reserves to the reserve for fluctuation of foreign exchange as its beginning balance; however, the reclassified amount should not exceed 50% of the special catastrophe reserve and the special riskvolatility reserves under liabilities based on the former ROC generally accepted accounting principles as of December 31, 2011.

308 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (i) Second and third points of "Directions Concerning Provision of Life Insurance Reserve for Fluctuation of Foreign Exchange" were amended and issued in accordance with Jin-Guan-Bao No. 11204169421, which the Company has adopted beginning on March 24, 2023.

In accordance with the Directions Concerning Provision of Life Insurance Reserve for Fluctuation of Foreign Exchange and other associated regulations, the cap on accumulated balance, the provision and reversal mechanism, and other compliance regulations of the reserve for fluctuation of foreign exchange are as follows:

  • 1) The initial amount of reserves for fluctuation of foreign exchange shall be repaid to the special earnings reserves in three years since the start date. The provided amount in the first year shall not be less than one third of the initial amount after tax. The accumulated amount provided in the first two years shall not be less than two third of the initial amount after tax. Because the special catastrophe reserve recorded under liability reserves should be provided as the initial amount of reserves for fluctuation of foreign exchange, the abovementioned provision of the special earning reserve should be taken account for the reduced recovery amount of the special catastrophe reserve while calculating based on the "Regulations Governing Insurance Enterprises for Setting Aside Various Reserves.

  • 2) Reserve amount:

  • a) Fixed reserve: The amount to be reserved during the month is calculated by multiplying the net exposure to foreign investments by the fixed reserve ratio.

  • b) Additional reserve for the exchange gains on unhedged foreign currency assets and liabilities: If any, the amount to be reserved during the month is calculated by multiplying the foreign exchange gains from the unhedged foreign currency assets and liabilities by the additional reserve ratio.

  • c) Additional reserve for the traditional hedging cost: If the current month’s average hedging cost rate of oneyear TWD/USD swap is lower than the historical average hedging cost rate, the amount to be reserved during the month is calculated by multiplying the principal amount of traditional hedging by the difference between the hedging cost rates mentioned above, divided by twelve, and then multiplied by the additional reserve ratio.

3) Withdrawal amount:

  • a) Additional withdrawal for the exchange gains on unhedged foreign currency assets and liabilities: If any, the amount to be withdrawn during the month is calculated by multiplying the foreign exchange losses from the unhedged foreign currency assets and liabilities by the additional withdrawal ratio.

  • b) Additional withdrawal for the traditional hedging cost: If the current month s average hedging cost rate of oneyear TWD/USD swap is greater than the historical average hedging cost rate, the amount to be withdrawn during the month is calculated by multiplying the principal amount of traditional hedging by the difference between the hedging cost rates mentioned above, divided by twelve, and then multiplied by the additional withdrawal ratio.

309 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 4) Lower limit of reserve: The balance of the reserve at the ended of each month shall not be less than six times the average monthly fixed reserved amount of the previous five years.

  • 5) If the balance of the reserve decrease to the lower limit continuously for 3 months, the reserve shall be increased by 75%, and to be at least 3 times the lower limit.

The monthly fixed reserve ratio, additional reserve ratio and additional withdrawal ratio mentioned above are as follows:

  - a) The fixed reserve ratio is 0.05%. The ratio will be 0.06% when comply with the following condition.

  - b) The additional reserve ratio and additional withdrawal ratio are 50%. It will be 60% when comply with the following condition.

  - c) The additional reserve ratio and the additional withdrawal ratio for the traditional hedging cost are both 25%.

  - Note: The condition mentioned above is only applicable when the average hedging cost is greater than or equal to 2%. The average hedging cost is calculated annually using the 1year TWD/USD swap rate whose period begins in December of the previous year until November of the current year.
  • 6) The upper limit of the reserve is the value at risk for foreign exchange of the average net exposure to foreign investments in the previous year.

  • 7) The savings in costs from hedging due to this rule shall be provided as special earnings reserves each year. If the retained earnings are insufficient in the current year, the Company shall make up the insufficiency in the following year while it becomes sufficient.

  • 8) If there are earnings after tax in the current year, 10% of the earnings amount should be provided as special earnings reserves. However, the Company may not provide such reserves if the regulatory authority approves. Besides, in accordance with ShouHuiGui No.1090201026, the calculation basis on set aside reserve should be based on the "amount of net profit after tax, plus, items other than net profit after tax for the current period included in the unappropriated earning for the year."

  • (ii) The Company previously adopted the following before March 24, 2023:

  • 1) The initial amount of reserves for fluctuation of foreign exchange shall be repaid to the special earnings reserves in three years since the start date. The provided amount in the first year shall not be less than one third of the initial amount after tax. The accumulated amount provided in the first two years shall not be less than two third of the initial amount after tax. Because the special catastrophe reserve recorded under liability reserves should be provided as the initial amount of reserves for fluctuation of foreign exchange, the abovementioned provision of the special earning reserve should be taken account for the reduced recovery amount of the special catastrophe reserve while calculating based on the "Regulations Governing Insurance Enterprises for Setting Aside Various Reserves.

310 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 2) Reserve amount: the amount to be reserved during the month is calculated by multiplying the total amount of its foreign investment assets in the current month by the exposure ratio, and then by fixed reserve ratio. If any, the additional amount to be reserved during the month is calculated by multiplying the foreign exchange gain from the unhedged foreign currency assets by additional reserve ratio.

  • 3) Withdrawal amount: If any, the amount to be withdrawn during the month is calculated by multiplying the foreign exchange loss from the unhedged foreign currency assets by additional withdrawal ratio. The balance of the reserve at the end of each month shall not be less than the lower limit (calculated as the average of the reserve balance in the prior years since 2012 plus an additional 20%).

  • 4) If the balance of the reserve decrease to the lower limit continuously for 3 months, the reserve shall be increased by 75%, and to be at least 3 times the lower limit.

The monthly fixed reserve ratio, additional reserve ratio and additional withdrawal ratio mentioned above are as follows:

  • a) The fixed reserve ratio is 0.05%. The ratio will be 0.06% when comply with the following condition.

  • b) The additional reserve ratio and additional withdrawal ratio are 50%. It will be 60% when comply with the following condition.

  • Note: The condition mentioned above is only applicable when the average hedging cost is greater than or equal to 2%. The average hedging cost is calculated annually using the 1year TWD/USD swap rate whose period begins in December of the previous year until November of the current year.

  • 5) The upper limit of the reserve is considered to be 9.5% of the total amount of its foreign investment assets at the end of each year.

  • 6) The savings in costs from hedging due to this rule shall be provided as special earnings reserves each year. If the retained earnings are insufficient in the current year, the Company shall make up the insufficiency in the following year while it becomes sufficient.

  • 7) If there are earnings after tax in the current year, 10% of the earnings amount should be provided as special earnings reserves. However, the Company may not provide such reserves if the regulatory authority approves. Besides, in accordance with ShouHuiGui No.1090201026, the calculation basis on set aside reserve should be based on the "amount of net profit after tax, plus, items other than net profit after tax for the current period

311 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (s) Premium income

  • (i) Premium income and acquisition costs

First-year and renewal premiums of insurance contract and financial instruments with discretionary participation features are respectively recognized as income when premiums are received and the policies are approved or due. Acquisition costs, including commissions and other costs related to acquiring new business, are recognized as expenses as incurred.

Premiums collected from the financial instruments without discretionary participation features under general account shall be recognized on the balance sheet as "reserve for insurance contract with financial feature." Acquisition costs related to acquiring new business are charged to "reserve for insurance contract with financial feature" as the insurance contracts become effective. Premiums collected from the financial instruments without discretionary participation features under separate account for unit-linked products shall be recognized as premium income to the extent of insurance component. The remaining, after being subtracted by other revenues, including up-front fee or investment management service fee income, shall be fully recognized as "separate account liabilities" on the balance sheet.

  • (ii) Accounting for service charge on investment-linked insurance contracts classified as financial products without discretionary participation features.

The service charges normally collected from the policyholder of insurance contracts, which do not belong to investment-linked insurance and which are classified as financial products non- discretionary participation features, include contract administrative charge, investment administrative charge, rescinding charge and others. These charges are recognized as revenue upon collection. When the Company receive certain service charge which makes them obligated to provide future service (ex: front-end load), this service charge is initially treated as a deferred revenue and is recognized as revenue based on the proportion of the period of service provision, amortized by the straight line method. Besides, the amount of amortization is recognized under fee income.

In addition, the costs incurred by the policies of investment management services, including commission fees and incremental fees directly related to the issuance of the new contract, are subject to deferred approval and are provided under "deferred acquisition costs". And amortized by the proportion of the service rendered on the straight-line basis, with expense classified under "other operating costs".

  • (iii) Interest income

Income from bank deposits, loans, and bonds investments is recognized as interest income by effective interest rate.

  • (iv) Profit or loss from investment property

The rental income arising from the investment property is recognized as a part of the total leasing income during the lease period, and the incentive for the lease is recognized as a decrease in the rental income by the straight-line method during the lease term.

312 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(t) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

  • (ii) Defined benefit plans

A defined benefit plan is a postemployment benefit other than a defined contribution plan. The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the thennet defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • (iii) Shortterm employee benefits

Shortterm employee benefit obligations are benefits which the Company plans to pay in full within twelve months after the reporting date of the year that employee services are provided. The benefits are measured on an undiscounted basis and are recognized as expenses when the related services are provided.

A liability is recognized for the amount expected to be paid under shortterm cash bonus or profitsharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

313 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(u) Income Taxes

Income tax expense is the sum of current tax expense and deferred income tax. Except for other comprehensive income or loss items already recognized in other comprehensive income or loss, income tax expense items should be recognized as current income or loss.

Current income tax refers to the current income tax payable or tax refund receivable calculated by current taxable profit or loss, and any adjustments to income tax payable or tax refund receivable in the prior year.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities at the reporting date and their respective tax bases. A deferred tax liability is recognized according to the future income tax payable due to the temporary difference for taxable income. A deferred tax asset should be recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized. Deferred income tax assets and liabilities may be offset against each other only when the entity has the legally enforceable right to settle current tax assets and current tax liabilities on a net basis; and the taxing of current tax assets and liabilities is levied by the same tax authority which permits the entity to make or receive a single net payment, or the taxing of current tax assets and liabilities is levied by different tax authorities, but where each such entity intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Current and deferred income tax shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

A deferred tax asset shall be reevaluated on each reporting date. If it is not probable that future taxable profit will be available against which a portion or all of the deferred tax asset can be realized, the unrealizable portion should be deducted from the carrying amount of the deferred tax asset. If it is probable that future taxable profit will be available for the previously deducted portion, the deferred tax asset shall be reversed to the extent that it is probable to be realized.

A surtax of 5% on the undistributed earnings is recorded as income tax expense in the year that the shareholders decide the appropriation of earnings.

(v) Earnings per share

The Company discloses the Company’s basic earnings per share attributable to ordinary equity holders of the Company. The calculation of basic earnings per share is the profit attributable to the ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding. For the purpose of calculating diluted earnings per share, the Company adjusts profit or loss attributable to ordinary equity holders of the Company, and the weighted average number of shares outstanding, for the effects of all dilutive potential ordinary shares.

314 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (w) Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses relating to transactions with other components within the Company. All the operating results of the segment are reviewed regularly by the Company's chief operating decision maker to make decisions pertaining to the allocation of resources to the segment and to assess its performance, for which discrete financial information is available.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Enterprises Engaging in Insurance requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.

Significant accounting assumptions and judgments which may cause adjustments in the next period were as follows:

  • (a) The fair value and impairment of financial instrument

  • (i) Fair value

The Company holds certain financial instruments without active markets, including financial instruments lacking active market quotes and financial instruments that turned out to be inactive due to market conditions (ex: low market liquidity). When a market is inactive, it is usually only a few or no observable market data available to measure the fair value of financial instruments. Determination of the existence of an active market for a financial instrument requires management’s judgments.

If the market of an investment held by the Company is not active, the fair value of the instrument is determined with valuation techniques. When the fair value may be publicly obtained from independent sources, it shall be adopted. Overall, the Company would decide a source and / or a valuation technique as a fair value determination method that can reflect the price achieved between market participants through regular trading as of the balance sheet date. Valuation techniques include adoption of recent arm's length transactions, reference to other instruments with substantially identical basis, application of discounted cash flow analysis, etc., which may also include a number of assumptions related to each variable (such as credit risk and interest rate). The fair value also reflects consider of credit risk. Adoption of different valuation techniques or assumptions may lead to significant discrepancies in fair value determination results.

Please refer to note 6(z) financial risk management relating to the fair value of financial instruments content description for the above the estimated fair value of financial instruments.

315 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(ii) Impairment

Financial assets measured at amortized cost and financial assets measured at FVOCI are estimated for loss allowance at an amount equal to the 12-month expected credit losses since initial recognition, despite the existence of evidence of objective impairment. Should credit risk on a financial instrument increase significantly, or there exists evidence of objective impairment, recognized the expected credit losses of the duration then the loss allowance might be increased, and effected profit or loss.

(b) Insurance liabilities

The Company measures insurance liabilities based on the Regulations Governing Insurance Enterprises for Setting Aside Various Reserves.

A policy reserve for life insurance is provided using the lock-in interest ratios assumptions at issue instead of the current market rate.

Unearned premium reserve should be provided based on the unexpired risk. The methods adopted to provide the reserve shall be determined by the actuary in accordance with the characteristics of the types of insurance.

A claim reserve is estimated based on the loss development triangle method. The major assumptions are loss development factors and expected claim rates; this results in an estimate of ultimate claim costs. The loss development factors and expected loss ratios are based on the Company’s historical claim experience.

For life insurance, health insurance, or annuities with an insurance term over one year, a deficiency reserve is provided when the actual premium written is less than the premium on the policy reserve prescribed by the competent authority. In addition, the Company shall evaluate expected future claims and expenses for in-force contracts with contract term less than one year and for accident insurance contracts with terms over one year, and if the amount exceeds unearned premium reserve and expected future premium income, a premium deficiency reserve should be provided for the difference.

A liability adequacy test is performed based on the Life-Insurance Sector Actuarial Practice Guidance of IFRS 4 Contracts Classification and Liability Adequacy Test issued by the Actuarial Institute of the Republic of China. The Company performs the liability adequacy test using estimates of future insurance benefits, premiums, and related fees, and other reasonable current estimates of future cash flows under its insurance contracts.

The professional judgment applied to the above-mentioned liability evaluation process will affect the movement in the insurance liability.

316 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (c) Judgment of whether the Company has substantive control over its investees

The Company previously owned 30.71% outstanding shares of Fuh Hwa Securities Investment Trust Co., Ltd., and up to 30.75% of outstanding shares along with other associates. The remaining of shares had been held by minority shareholders and corporate shareholders who are related parties to each other and hold more than 5% of shares. Based on the previous experience, the Company still cannot obtain more than half of the total number of the directors easily, and it also cannot obtain more than half of the voting rights at a shareholders’ meeting. Therefore, it had been determined that the Company only had had significant influence on Fuh Hwa Securities Investment Trust Co., Ltd.

The Company sold its entire shares in Fuh Hwa through the equity transactions and accounting treatment on March 20, 2023, based on a resolution approved during the board meeting held on December 29, 2022, resulting in the Company to lose significant influence over Fuh Hwa as of December 31, 2023.

(6) Explanation of significant accounts:

  • (a) Cash and Equivalents
Cash on hand
Bank deposits
Reverse repurchase agreement
December 31,
2023
$ 2,865
31,591,830
29,764,683
December 31,
2022

4,285

33,954,221

13,868,855

$
61,359,378



47,827,361
  • (b) Accounts Receivables

The accounts receivables were as follows:

Notes receivable
Interest receivable
Other receivables
Other receivables-delinquent receivables
Less: Allowance-interest receivable
Allowance-other receivables-delinquent receivables
December 31,
2023
$ 73,532
8,668,463
2,090,840
377,797
December 31,
2022

58,938

8,931,134

846,000

126,422

11,210,632
(19,132)
(67,481)



9,962,494

(19,512)

(22,356)

$
11,124,019



9,920,626

The movement in allowance for interest receivable is presented in Note 6(c).

317 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(c) Financial Assets

The financial assets and liabilities held by the Company were as follows:

**Item ** December 31,
2023
$ 50,464,627
17,142

13,143,750
4,354,366
37,859,726
220,735
-
1,678,760
7,898,700
December 31,
2022
Financial assets measured at FVTPL:
Mandatorily measured at FVTPL:
Common stocks
Preferred stocks
Forward foreign exchange contracts, non-deliverable forward
and foreign exchange swaps
Financial bonds
Beneficiary certificates and others
Foreign stocks
Foreign depository receipts
Foreign bonds
Foreign beneficiary certificates

Financial liabilities measured at FVTPL:
Forward foreign exchange contracts, non-deliverable forward and
foreign exchange swaps
Financial assets measured at FVOCI:
Debt investments at FVOCI:
Government bonds
Corporate bonds
Financial bonds
Foreign bonds
Equity investments measured at FVOCI:
Unquoted stocks
Financial assets at amortized cost:
Government bonds
Corporate bonds
Financial bonds
Beneficiary certificates
Foreign bonds
Less: Guarantee deposits paid

29,150,454

17,436

6,035,151

4,254,628

17,704,190

2,143,561
368,560

1,657,683

17,683,329

$
115,637,806



79,014,992


$
62,114



3,389,686

$ -
-
-
2,726,152


9,888,641
19,095,238
2,743,401

11,806,891

2,726,152



43,534,171

581,275



641,321

$
3,307,427



44,175,492

$ 93,806,447
66,090,092
15,272,624
999,966
850,441,273
(13,140,570)



92,918,241

59,493,218

21,174,934

1,999,926

834,605,379

(9,357,840)

$ 1,013,469,832



1,000,833,858

318 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (i) Financial assets and liabilities measured at FVTPL

  • 1) Gain or loss on valuation of financial assets recognized in the account of gain or loss on financial assets (liabilities) measured at FVTPL were gain amounted to $20,948,386 thousand and loss amounted to $3,817,730 thousand for the years ended December 31, 2023 and 2022, respectively.

  • 2) Derivatives

The Company's derivative instruments included forward foreign exchange contracts and foreign exchange swaps contracts. Relevant information is as follows:

  • a) Type, purpose, contract (principal) value and carrying amount

The Company’s forward foreign exchange contracts and foreign exchange swaps contracts are mainly used to avoid the risk arise from changing in interest rate.

The Company’s hedging strategy is aimed to avoid most of the market price risk. The Company uses derivatives (which fair values are inversely proportional to the assets being hedged) as hedging instruments and assesses it regularly. However, the derivatives do not meet the conditions of hedge accounting, thus, they are classified as financial assets held for trading. The details of the derivative instruments held by the Company which does not meet the conditions of hedge accounting are as follows:

Items De cember 31, 20 23 De cember 31, 2 022
Amount
8,575,000
7,468,000
210,100
106,000
Carrying
amount
Currencies Amount Carrying
amount
Currencies
Financial assets measured at FVTPL:
Forward foreign exchange contracts, non-deliverable forward
and foreign exchange swaps
Financial liabilities measured at FVTPL:
Forward foreign exchange contracts, non-deliverable forward
and foreign exchange swaps
Forward foreign exchange contracts
Forward foreign exchange contracts
$ 13,143,750
USD

USD

AUD
NZD
13,909,000
50,000
35,000
-
6,035,151
USD

3,137,667
USD

123,484
AUD
128,535
NZD
3,389,686

$ 19,595
42,519
-
$
62,114
  • b) Fair Value

The fair value of the derivative is the amount that the Company may claim or have to pay if the contract is terminated on the reporting date. It generally includes unrealized gains and losses from outstanding contracts for the current period. The fair value of the Company’s derivatives is calculated from the quotation of financial institutions.

319 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • c) Presentation of derivatives on financial statement

Derivatives of the Company (including foreign exchange forward) presented under balance sheet are as follows:


Financial assets at fair value through profit or loss
Financial liabilities at fair value through profit or loss
December 31,
2023
$
13,143,750
December 31,
2022
6,035,151

$
62,114

3,389,686
  • (ii) Financial assets measured at FVOCI:

  • 1) Debt instruments measured at FVOCI

    • a) The Company identifies that debt instruments are held within a business model whose main objective is achieved both by collecting contractual cash flows and by selling securities, and recognized these instruments as financial assets measured at FVOCI.

    • b) The accumulated loss allowance for the years ended December 31, 2023 and 2022 derived from financial assets measured at FVOCI are as follows:

12-month
expected
credit loss
Balance as of January 1, 2023
$ 4,723
Loss allowance on net measurement
(112)
Reclassification of financial assets into
amortized cost
(4,565)
Foreign exchange and other differences
(4)
Balance as of December 31, 2023
$
42
Balance as of January 1, 2022
$ 2,011
Loss allowance on net measurement
2,455
Additions in the current period
559
Disposals in the current period
(308)
Foreign exchange and other differences
6
Balance as of December 31, 2022
$
4,723
12-month
expected
credit loss
Balance as of January 1, 2023
$ 4,723
Loss allowance on net measurement
(112)
Reclassification of financial assets into
amortized cost
(4,565)
Foreign exchange and other differences
(4)
Balance as of December 31, 2023
$
42
Balance as of January 1, 2022
$ 2,011
Loss allowance on net measurement
2,455
Additions in the current period
559
Disposals in the current period
(308)
Foreign exchange and other differences
6
Balance as of December 31, 2022
$
4,723
Lifetime
expected
credit
loss –
non-credit
loss
-
-
-
-
Lifetime
expected
credit
loss - cre
dit loss
-
-
-
-
Sum
4,723
(112)
(4,565)
(4)

$
42
- -
42
$ 2,011
2,455
559
(308)
6
-
-
-
-
-
-
-
-
-
-
2,011
2,455
559
(308)
6
$
4,723
- - 4,723

As of December 31, 2023 and 2022, the accumulated impairment loss on interest receivable from financial assets measured at FVOCI were $0 thousand and $21 thousand, respectively.

As the carry amount of the financial assets measured at FVOCI is presented at fair value, the loss allowance described above has not been presented in the balance sheet.

320 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 2) Equity instruments measured at FVOCI

  • a) The Company identifies that equity instruments are held within a business model whose main objective is to hold the securities for the long term, and recognized these instruments as financial assets held for sale and financial assets measured at FVOCI.

  • b) The Company did not dispose, or receive any dividends from, the equity instruments designated as FVOCI for the years ended December 31, 2023 and 2022.

Disposals in the current period
Holding at the reporting date
2023
$ 1,291
12,354
2022

3,681
135,813
139,494

$
13,645

For the years ended December 31, 2023 and 2022, the investee company reduced its capital and refunded its share capital. Therefore, the derecognition were designated as shares at FVOCI as follows:

Fair value when derecognize 2023
$
215,702
2022
27,978
  • (iii) Financial assets measured at amortized costs

  • 1) The accumulated loss allowance for the years ended December 31, 2023 and 2022, derived from financial assets measured at amortized costs (including statutory refundable deposits) are as follows:

Balance as of January 1, 2023
Due to changes in financial instruments
recognized at the beginning of the period:
Financial assets derecognized in the
current period
Loss allowance on net measurement
Additions in the current period
Reclassification of financial assets at fair
value through other comprehensive
income
Foreign exchange and other differences
Balance as of December 31, 2023
12-month
expected
credit loss
$ 104,343


(3,653)
(48,098)
84


4,565
60
Lifetime
expected
credit loss –
non-credit
loss

-

-

-

-

-
-
Lifetime
expected
credit
loss - credi
t loss
821,709
-
(2,621)
-
-
722
Sum

926,052
(3,653)

(50,719)
84
4,565
782
$
57,301
- 819,810 877,111

321 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Balance as of January 1, 2022
Due to changes in financial instruments
recognized at the beginning of the
period:
Converted to lifetime expected credit
loss - credit loss
Financial assets derecognized in the
current period
Loss allowance on net measurement
Additions in the current period
Foreign exchange and other differences
Balance as of December 31, 2022
12-month
expected
credit loss
$ 26,415


(514)

(2,135)
72,261
6,043
2,273
Lifetime
expected
credit loss –
non-credit
loss

-

-

-

-

-
-
Lifetime
expected
credit
loss - credi
t loss
-
514
-
821,139
-
56
Sum
26,415

-
(2,135)

893,400
6,043
2,329

$
104,343
- 821,709
926,052

As of December 31, 2023 and 2022, the accumulated impairment losses on interest receivable from financial assets measured at amortized cost were $19,132 thousand and $19,491 thousand, respectively. As of December 31, 2023 and 2022, the accumulated impairment loss on guarantee deposits paid were $154 thousand and $118 thousand.

  • 2) For the years ended December 31, 2023 and 2022, the current gains (losses) of financial assets measured at amortized costs and the derecognized carrying amount are as follows:
Derecognized carrying amount
Recognized current gain
2023
$
32,379,305
2022
21,678,001

$
(322,931)

2,026,181

The Company sells its financial assets measured at amortized cost if the bond issuer has redeemed units prior to the maturity date, the credit risk of the bond issuer has increased, the individual and total sale are not material amount, and the financial asset is due to expire and which the selling price is close to the rest of the contractual cash flows.

  • (iv) Please refer to note 12(c) for the Company's information about reclassification on financial assets.

  • (v) According to the insurance law, the Company uses government bonds as business security guarantee and as security deposit for foreign exchange transactions. For the related information, please refer to note 8.

  • (vi) Disclosure of credit, currency, interest rate risks, and financial risk management related to financial products of the Company, please refer to note 6(aa).

322 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • (vii) The Company has applied IFRS 9 together with IFRS 4 ‚Insurance Contracts‛ in 2018 using the ‚overlay approach‛ to recognize the gains and losses. The financial assets eligible for the overlay approach in connection with the insurance contracts issued by the Company are presented below:
Financial assets measured at FVTPL:
Common stocks
Preferred stocks
Beneficiary certificates and others
Financial bonds
Foreign beneficiary securities
Foreign stocks
Foreign depository receipts
Foreign bonds
Total
December 31,
2023
$ 50,464,627
17,142
37,859,726
4,354,366
7,898,700
220,735
-
1,678,760
December 31,
2022

29,150,454

17,436

17,704,190

4,254,628

17,683,329

2,143,561
368,560
1,657,683

$
102,494,056

72,979,841

For the years ended December 31, 2023 and 2022, the reclassification of profit or loss and other comprehensive income as a result of designating financial assets with the overlay method is as follows:

Gains (losses) on adopting IFRS 9
Less: Gains (losses) if IAS 39 were adopted
Gains (losses) adjustment on adopting the overlay approach
2023
$ 18,134,323
7,622,108
2022

(10,167,129)
(6,945,893)

$
10,512,215

(3,221,236)

Also, the loss increased from $946,716 thousand to $11,458,931 thousand, and the loss decreased from $67,822,759 thousand to $64,601,523 thousand, in financial assets measured at FVTPL for the years ended December 31, 2023 and 2022 , respectively.

In relation to financial assets which did not fulfill the conditions to adopt the overlay approach in the past, the Company has not designated these financial assets to adopt the overlay approach in the current year, although they fulfill the conditions for the years ended December 31, 2023 and 2022. Hence, there was no change in designation in the current year.

(d) Investments under the equity method

The Company’s financial information for investments in associates under the equity method that were individually insignificant at the end of the financial reporting period, and the carrying amount were as follows:

were as follows:
Associates December 31,
2023
$
3,723,204
December 31,
2022
5,189,087

323 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

(i) Associates

The Company acquired the shares of NFC II Renewable Power Co., Ltd. for $157,500 thousand on March 25, 2022, holding 21% of outstanding shares; the Company acquired the new shares of CMG International One Co. Ltd. and CMG International Two Co. Ltd. for $900,000 thousand and $1,125,000 thousand on May 25, 2022, respectively, holding 45% of outstanding shares of both companies.

The investments in associates that the Company invested in have quoted prices in active market are as follows:

Carrying amount
Fair value
December 31,
2023
$
101,278
December 31,
2022
96,943

$
83,738

65,864

The Company's financial information for investments in individually insignificant associates under the equity method at the reporting date was as follows. The relevant financial information is included in the financial statements.

The amounts belong to the Company:
Income before income tax from continuing operations
Other comprehensive income (loss), net
Comprehensive income
2023
$ 33,836
1,359
2022

218,440
14,844

$
35,195

233,284

The Company sold its entire shares in Fuh Hwa Securities Investment Trust Co., Ltd. with the approval of its board on December 29, 2022, and the equity transactions and accounting treatment to dispose its entire shares in Fu Hwa had been done on March 20, 2023. The Company ’ s proceeds and investment income (accounted for other net income from investments) amounted to $2,755,553 thousand and $1,254,491 thousand, respectively.

(ii) Collateral

As of December 31, 2023 and 2022, the aforesaid investments under the equity method were not pledged as collateral.

(e) Investment property

Investment property Investment property
Land
Balance at January 1, 2023
$ 15,808,148
Follow-up cost
-
Disposals
(31,464)
Gain (loss) on fair value adjustment of investment
property
40,370
Balance at December 31, 2023
$
15,817,054
Buildings

3,046,419
6,084

(11,540)
(34,403)
Total

18,854,567

6,084

(43,004)
5,967

$
15,817,054

3,006,560

18,823,614

324 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Land
Balance at January 1, 2022
$ 19,382,369
Follow-up cost
-
Disposals
(4,882,071)
Transfers from property and equipment
1,410,993
Gain (loss) on fair value adjustment of investment
property
(103,143)
Balance at December 31, 2022
$
15,808,148
Land
Balance at January 1, 2022
$ 19,382,369
Follow-up cost
-
Disposals
(4,882,071)
Transfers from property and equipment
1,410,993
Gain (loss) on fair value adjustment of investment
property
(103,143)
Balance at December 31, 2022
$
15,808,148
Buildings

4,460,455
8,537

(2,058,820)

510,643
125,604
Total

23,842,824

8,537

(6,940,891)

1,921,636
22,461

$
15,808,148

3,046,419

18,854,567
  • (i) Investment property is a commercial real estate leased to others, for more information please refer to note 6(v).

  • (ii) The fair value of investment properties was based on a valuation by a qualified independentappraiser who performed the appraisal based on the ‚Regulations on Real Estate Appraisal‛,with the valuation dates on December 31, 2023 and 2022

Name of the appraisal firm December 31,
2023
Li, Ching Tang
Wu, Chih Hao,
Li, Wei Ju

December 31,
2022
Wu, Yu Chun,
Chen, Yi Chun
Tsai, Yu Hsiang,
Hsu, Hsiang Yi
HomeBan Real Estate Appraisers Joint Firm
CCIS Real Estate Joint Appraisers Firm
Jin Han Real Estate Appraisers Joint Firm
REPro International Appraisals
  • (iii) The fair value of investment property is based on a valuation by a professional evaluation agency and supported by market evidence. Appraising methods include the comparison approach, income approach (including direct capitalization method and Discount cash flow (DCF) method). Commercial office buildings are appraised mainly using the comparison approach and income approach because of the market liquidity, and easier access to comparable sales and rental cases in the neighboring areas. Marketplaces depending on their characteristics, terms of rental contracts and reference of similar cases are generally appraised using the comparison approach as a primary method as well as cost approach, direct capitalization method and DCF method of the income approach. Factories are appraised by comparison approach, capitalization method of the income approach, and cost approach.

The inputs applied are as follows:

Income capitalization rate
Discount rate
December 31, 2023
about0.87%~2.52%
-
December 31, 2022
about1.75%~3.23%
-

Professional valuation agencies use the market extraction method, search several comparable properties similar to the subject property, and consider the liquidity risk and future disposal risk premium to decide on the income capitalization rate and discount rate.

325 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The investment properties held by the Company are subsequently measured using the fair value model, and categorized into Level 3. When the main inputs, discount rate and income capitalization rate, has increased, the fair value will decrease, and vice versa.

As of December 31, 2023 and 2022, the Company’s investment property was not used as collaterals.

(f) Loans

Policy loans
Automatic premium loans
Secured loans
Less: Loss allowance
Policy loans
Automatic premium loans
Secured loans
Less: Loss allowance
**December ** 31, 2023
Delinquent
loan

-

-
2,378
Normal
loan
$ 31,664,195
11,646,671
24,957,605

68,268,471
(373,190)


2,378
(1,181)

$
67,895,281

1,197

December

31, 2022
Delinquent
loan

-

-
-
Normal
loan
$ 30,526,503
11,960,426
27,176,907

69,663,836
(407,618)

-
-

$
69,256,218
-

As of December 31, 2023, all of the Company's receivable past due more than 6 months has been transferred to the delinquent loan. As of December 31, 2022, there was no receivable past due more than 6 months.

326 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

For the years ended December 31, 2023 and 2022, the loss allowances recognized and eliminated were as follows:

For theyears ended December 31, 2023
12-month
expected credit
loss
Lifetime expected
credit loss –
non-credit loss
Lifetime expected
credit
loss -credit loss
Loss allowance
recognized on
implementation
of IFRS 9
Loss allowance based
onGuidelines for
Handling Assessment
of Assets, Loans
overdue, Receivable on
Demand and Bad Debts
by Insurance
Enterprises
Total
Opening balance
$ -
5
95
100
407,518
407,618
-Reclassification to credit loss
-
(4)
4
-
-
-Derecognition of financial assets in the period
-
-
(3)
(3)
(3)
Loss allowance on net measurement
4
-
(13)
(9)
(9)
Addition of new financial assets
1
-
-
1
1
Loss allowance based on "Guidelines for Handling
Assessment of Assets, Loans overdue, Receivable
on
Demand
and
Bad
Debts
by
Insurance
Enterprises:"-movement in the current period
-
-
-
-
(33,245)
(33,245)
Foreign exchange and other differences
-
-
9
9
9
Closing balance
$
5
1
92
98
374,273
374,371
For theyears ended December 31, 2022
12-month
expected credit
loss
Lifetime expected
credit loss –
non-credit loss
Lifetime expected
credit
loss- credit loss
Loss allowance
recognized on
implementation
of IFRS 9
Loss allowance based
onGuidelines for
Handling Assessment
of Assets, Loans
overdue, Receivable on
Demand and Bad Debts
by Insurance
Enterprises
Total
Opening balance
$ 6
4
686
696
437,340
438,036
-Derecognition of financial assets in the period
-
-
(71)
(71)
(71)
Loss allowance on net measurement
(1)
(3)
(520)
(524)
(524)
Loss allowance based on "Guidelines for Handling
Assessment of Assets, Loans overdue, Receivable
on
Demand
and
Bad
Debts
by
Insurance
Enterprises:"-movement in the current period
-
-
-
-
(29,822)
(29,822)
Foreign exchange and other differences
(5)
4
-
(1)
(1)
Closing balance
$
-
5
95
100
407,518
407,618
For theyears ended December 31, 2023
Lifetime expected
credit loss –
non-credit loss
Lifetime expected
credit
loss -credit loss
Loss allowance
recognized on
implementation
of IFRS 9
Loss allowance based
onGuidelines for
Handling Assessment
of Assets, Loans
overdue, Receivable on
Demand and Bad Debts
by Insurance
Enterprises
**Total **
12-month
expected credit
loss
5
95
100
407,518
407,618
(4)
4
-
-
-
(3)
(3)
(3)

-
(13)
(9)
(9)

-
-
1
1
-
-
-
(33,245)
(33,245)
-
9
9
9
$
5

1
92
98
374,273
374,371


For theyears ended December 31, 2022
Lifetime expected
credit loss –
non-credit loss
Lifetime expected
credit
loss- credit loss
Loss allowance
recognized on
implementation
of IFRS 9
Loss allowance based
onGuidelines for
Handling Assessment
of Assets, Loans
overdue, Receivable on
Demand and Bad Debts
by Insurance
Enterprises
Total
12-month
expected credit
loss



$
-
5
95
100
407,518
407,618

(g) Reinsurance reserve assets

The Company's net balances of reinsurance reserve assets were as follows:

Claims and payment recoverable from reinsurers
Intercompany reinsurance receivables
Reinsurance reserve asset:
Ceded unearned premium reserve
Ceded claims reserve

Total
December 31,
2023
$ 1,385,976
34,209
December 31,
2022

1,291,244

22,710

1,420,185



1,313,954

496,095
634,250



431,129

459,605

1,130,345



890,734

$
2,550,530



2,204,688

327 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(h) Property and equipment

The cost and depreciation of the property and equipment of the Company were as follows:

Cost:
Balance at January 1, 2023
Additions
Scraps
Disposals
Balance at December 31, 2023
Accumulated depreciation:
Balance at January 1, 2023
Depreciation (note)
Scraps
Disposals
Balance at December 31, 2023
Carrying amount:
Balance at January 1, 2023
Balance at December 31, 2023
2023 2023 Total

12,590,790

184,238

(32,130)
(848)
Land
$ 6,922,109
-
-
-
Buildings

4,370,119
11,393
-
-
Computer
equipment
and others
1,298,562
172,845
(32,130)
(848)
$
6,922,109
4,381,512
1,438,429

12,742,050

$ -
-
-
-

892,858
118,220
-
-

925,573
124,031
(32,014)
(848)


1,818,431

242,251

(32,014)
(848)
$
-
1,011,078
1,016,742

2,027,820
$
6,922,109

3,477,261

372,989

10,772,359

$
6,922,109

3,370,434

421,687

10,714,230

Note: Including capitalized cost $17,607 thousand.

Cost:
Balance at January 1, 2022
Additions
Follow-up cost
Scraps
Disposals
Revaluation surplus
Transfers to investment property
Balance at December 31, 2022
Accumulated depreciation:
Balance at January 1, 2022
Depreciation (note)
Scraps
Disposals
Transfers to investment property
Balance at December 31, 2022
2022 2022 Total

13,587,518

238,114
135,695

(46,141)
(134,010)
873,371
(2,063,757)
Land
$ 7,836,239
-
-
-
(83,572)
580,435
(1,410,993)
Buildings

4,644,959
-
135,695
(269)

(50,438)

292,936
(652,764)
Computer
equipment
and others
1,106,320
238,114
-
(45,872)
-
-
-

$
6,922,109

4,370,119
1,298,562
12,590,790

$ -
-
-
-
-

940,786
116,047
(115)
(21,739)
(142,121)

861,246
104,601
(40,274)
-
-


1,802,032

220,648

(40,389)
(21,739)
(142,121)
$
-

892,858
925,573
1,818,431

328 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Carrying amount:
Balance at January 1, 2022
Balance at December 31, 2022
2022 2022 Total
11,785,486
Land
$
7,836,239
Buildings
3,704,173
Computer
equipment
and others
245,074

$
6,922,109

3,477,261

372,989

10,772,359

Note: Including capitalized cost $895 thousand.

The Company assesses whether the property and equipment are impaired at the end of each reporting period, and if there is any indication of impairment, then the Company estimates the recoverable amount.

(i) Right-of-use assets

The Company leases many assets including buildings, office equipment and transportation equipment. Information about leases for which the Company as a lessee is presented below:

Cost:
Balance at January 1, 2023
Additions
Derecognized
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Derecognized
Balance at December 31, 2022
Accumulated depreciation:
Balance at January 1, 2023
Depreciation
Derecognized
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation
Derecognized
Balance at December 31, 2022
Carrying amount:
Balance at January 1, 2023
Balance at December 31, 2023
Balance at January 1, 2022
Balance at December 31, 2022
Buildings
$ 371,613
297,044
(290,082)
Office
equipment

71,781

59,624
(24,477)
Transportation
equipment
9,752
4,167
(3,818)
Total

453,146

360,835
(318,377)

$
378,575

106,928

10,101

495,604

$ 392,752
158,594
(179,733)


55,315

21,419
(4,953)

18,022
-
(8,270)


466,089
180,013
(192,956)

$
371,613

71,781

9,752

453,146

$ 235,790
161,017
(283,036)


38,375

21,001
(24,477)

6,064
2,202
(3,818)


280,229

184,220
(311,331)

$
113,771

34,899

4,448

153,118

$ 188,041
170,503
(122,754)


30,872

12,456
(4,953)

8,717
4,020
(6,673)


227,630

186,979
(134,380)

$
235,790

38,375

6,064

280,229

$
135,823

33,406

3,688

172,917

$
264,804

72,029

5,653

342,486

$
204,711

24,443

9,305

238,459

$
135,823

33,406

3,688

172,917

329 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(j) Other assets

Other assets
Refundable deposits
Prepayments
Others
December 31,
2023
$ 13,191,626
150,512
773,741
December 31,
2022

9,586,457

361,107
384,121

$
14,115,879

10,331,685
  • (k) Separate Account for Unit-Linked Products

The Company’s separate account for unit-linked products was as follows:

Separate account assets for unit-linked products:
Financial assets at FVTPL
Bank deposits
Other receivables
Separate account liabilities for unit-linked products:
Separate account value reserve
Other payables
December 31, 2023
Separate
accounts
insurance
contracts and
financial
instruments
with
discretionary
participation
features
Separate
accounts
financial
instruments
without
discretionary
participation
features
Total
$ 68,264,861
103,618,883
171,883,744
3,413,906
794,866
4,208,772
915,044
-
915,044
December 31, 2023
Separate
accounts
insurance
contracts and
financial
instruments
with
discretionary
participation
features
Separate
accounts
financial
instruments
without
discretionary
participation
features
Total
$ 68,264,861
103,618,883
171,883,744
3,413,906
794,866
4,208,772
915,044
-
915,044

$
72,593,811
104,413,749

177,007,560


$ 68,566,822
104,413,749
4,026,989
-


172,980,571
4,026,989

$
72,593,811
104,413,749

177,007,560

330 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Separate account assets for unit-linked products:
Financial assets at FVTPL
Bank deposits
Other receivables
Separate account liabilities for unit-linked products:
Separate account value reserve
Other payables
December 31, 2022
Separate
accounts
insurance
contracts and
financial
instruments
with
discretionary
participation
features
Separate
accounts
financial
instruments
without
discretionary
participation
features
Total
$ 60,240,114
76,833,253
137,073,367
3,534,036
1,489,955
5,023,991
904,538
-
904,538
December 31, 2022
Separate
accounts
insurance
contracts and
financial
instruments
with
discretionary
participation
features
Separate
accounts
financial
instruments
without
discretionary
participation
features
Total
$ 60,240,114
76,833,253
137,073,367
3,534,036
1,489,955
5,023,991
904,538
-
904,538

$
64,678,688
78,323,208

143,001,896


$ 60,457,197
78,323,208
4,221,491
-

138,780,405
4,221,491

$
64,678,688
78,323,208

143,001,896

The related revenues and expenses of separate accounts - insurance contracts and financial instruments with discretionary participation features were as follows:

Separate account for unit-linked products revenues:
Premium income
Gain (loss) on valuation of financial liability at FVTPL
Gain (loss) on disposal of financial liability at FVTPL
Gain (loss) on exchange
Interest revenue
Separate account for unit-linked products expenses:
Insurance benefits
Early termination charge
Separate account value reserve net change
Management fee
2023
$ 9,109,645
7,091,360
(364,540)
(977,469)
674,847
2022
8,301,403
(8,069,884)
(592,877)
279,175
602,150

$
15,533,843

519,967

$ 289,447
5,306,485
8,118,633
1,819,278

85,611
4,281,382
(5,579,911)
1,732,885

$
15,533,843

519,967

As a result of selling investment-linked products, the Company received sales rebates from counterparties amounting to $1,599,194 thousand and $1,309,658 thousand for the years ended December 31, 2023 and 2022, respectively, which were recorded within fee income.

331 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(l) Other payable

Other payable
Notes payable
Claims and benefits payable
Due to reinsurers and ceding companies
Commissions payable
Other payables
Accrued Expenses
Accrued Interests
Taxes Payable
Collections payable
Bonds payable
Cumulative perpetual subordinated debts
December 31,
2023
$ 132
687,160
1,698,147
808,387
2,819,591
789,218
21,449
10,665
38,771
December 31,
2022

182

694,034

1,558,138

785,455

1,004,236

770,172

21,449

10,547

38,465

$
6,873,520



4,882,678

December 31,
2023
$
8,500,000


December 31,
2022

8,500,000
  • (m) Bonds payable

  • (i) The Company issued the first perpetual cumulative subordinated corporate bond in accordance with Jin-Guan-Bao-Shou No. 10302131650 and Jin-Guan-Cheng-Fa No.1030048645 on December 29, 2014. The term sheet for the bond was set as follows:

    • 1) Issue Amount: $5,000,000 thousand.

    • 2) Principal Amount and Issue Price: The issued bond sells at the par value of 1,000 thousand.

    • 3) Maturity date: No maturity date

    • 4) Coupon rate: Fixed rate of 3.9% from the date of issuance to December 29, 2024, and adjusted to 4.9% if the Company does not redeem the bond in 10 years from the date of issuance.

    • 5) Payment of interest: Interest is payable annually upon coupon rate, beginning on the issue date.

    • 6) Redemption: The corporate bond has no maturity date. After ten years of issuance, if the Company's risk-based capital ratio after redemption, upon calculation, is more than twice the required minimum risk based capital ratio at the time of calculation, with the consent of the competent authority, the bond may be redeemed earlier at face value plus accrued interest. The bond can be redeemed once quarterly.

    • 7) Form of bond: No physical certificate issued.

332 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (ii) The Company issued the first perpetual cumulative subordinated corporate bond in accordance with Jin-Guan-Bao-Shou No. 10502121190 and letter No. 10500315231 of Taipei Exchange Rules Governing Management on November 24, 2016. The term sheet for the bond was set as follows:

  • 1) Amount Issued: $2,500,000 thousand.

  • 2) Principal Amount and Issue Price: The issued bond sells at the par value of 1,000 thousand.

  • 3) Maturity date: No maturity date.

  • 4) Coupon rate: Fixed rate of 3.7% from the date of issuance to November 24, 2026, and adjusted to 4.7% if the Company does not redeem the bond in 10 years from the date of issuance.

  • 5) Payment of interest: Interest is payable annually upon coupon rate, beginning on the issue date.

  • 6) Redemption: The corporate bonds have no maturity date. After ten years of issuance, if the Company's risk-based capital ratio after redemption, upon calculation, is more than twice the required minimum risk based capital ratio at the time of calculation, with the consent of the competent authority, the bond may be redeemed earlier at face value plus accrued interest. The bond can be redeemed once quarterly.

  • 7) Form of bond: No physical certificate issued.

  • (iii) The Company issued the first perpetual cumulative subordinated corporate bond in accordance with Jin Guan Bao Shou No. 1100424942 and letter No. 11000097201 of Taipei Exchange Rules Governing Management on September 10, 2021 The term sheet for the bond was set as follows:

  • 1) Amount Issued: $1,000,000 thousand

  • 2) Principal Amount and Issue Price: The issued bond sells at the par value of 1,000 thousand.

  • 3) Maturity date: No maturity date.

  • 4) Coupon rate: Fixed rate of 3.3%.

  • 5) Payment of interest: Interest is payable annually upon coupon rate, beginning on the issue date.

  • 6) Redemption: The corporate bonds have no maturity date. After ten years of issuance, if the Company's risk based capital ratio after redemption, upon calculation, is more than twice the required minimum risk based capital ratio at the time of calculation, with the consent of the competent authority, the bond may be redeemed earlier at face value plus accrued interest. The bond can be redeemed once quarterly.

  • 7) Form of bond: No physical certificate issued.

333 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(n) Lease liabilities

The Company Lease liabilities were as follows:

Within one year
One to five years
December 31,
2023
$ 135,515
207,468
December 31,
2022

123,541
51,093

$
342,983

174,634

For maturity analysis, please refer to note 6(aa), financial risk management.

The amounts recognized in profit or loss were as follows:

The amounts recognized in profit or loss were as follows:
Interest on lease liabilities
Variable lease payments not included in the measurement of lease
liabilities
Expenses relating to short-term leases
Expenses relating to leases of low-value assets, excluding short-term
leases of low-value assets
2023
$
3,503
2022
2,458

$
5,248

5,047

$
14,833

33,433

$
160

125

The amounts recognized in the statement of cash flows for the Company were as follows:

Total cash outflow for leases 2023

(i) Real estate leases

The Company leases buildings for its office space, which typically run with lease terms ranging from 2 to 5 years. The leases of office buildings do not contain any extension and cancellation options.

(ii) Other leases

The Company leases its office equipment and transportation equipment with lease terms ranging from 3 to 5 years. Those leases do not contain any extension and cancellation options.

The leases of equipment are short-term or leases of low-value items. Therefore, the Company has elected not to recognize its right-of-use assets and lease liabilities for these leases.

334 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(o) Insurance liabilities

Unearned premium reserve
Claims reserve
Policy reserve
Special reserve
Premium deficiency reserve
Ceded unearned premium reserve
Ceded claims reserve
Net
December 31,
2023
$ 5,277,681
2,331,310
1,260,406,963
793,375
1,428,172
December 31,
2022

4,886,672

2,077,828

1,242,463,092

755,758
1,494,572

1,270,237,501

1,251,677,922

496,095
634,250


431,129
459,605

1,130,345

890,734

$ 1,269,107,156

1,250,787,188

The reserves of the Company ’ s insurance contracts and financial instruments containing discretionary participation features and the reconciliation schedules were as follows:

(i) Unearned premium reserve

  • 1) The details of the Company's unearned premium reserve were as follows:
Personal life insurance
Personal accident insurance
Personal health insurance
Group insurance
Investment-linked insurance
Total
Less: Ceded unearned premium reserve
Personal life insurance
Personal accident insurance
Personal health insurance
Group insurance
Total
Net
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 3,854
-
3,854
2,223,759
-
2,223,759
2,825,115
-
2,825,115
167,309
-
167,309
57,644
-
57,644
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 3,854
-
3,854
2,223,759
-
2,223,759
2,825,115
-
2,825,115
167,309
-
167,309
57,644
-
57,644

5,277,681
-

5,277,681

$ 82,561
-
15,252
-
391,647
-
6,635
-

82,561
15,252
391,647
6,635

496,095
-

496,095

$
4,781,586
-

4,781,586

335 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Personal life insurance
Personal accident insurance
Personal health insurance
Group insurance
Investment-linked insurance
Total
Less: Ceded unearned premium reserve
Personal life insurance
Personal accident insurance
Personal health insurance
Group insurance
Total
Net
December 31, 2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 3,385
-
3,385
2,012,406
-
2,012,406
2,640,269
-
2,640,269
173,183
-
173,183
57,429
-
57,429
December 31, 2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 3,385
-
3,385
2,012,406
-
2,012,406
2,640,269
-
2,640,269
173,183
-
173,183
57,429
-
57,429

4,886,672
-

4,886,672

$ 79,017
-
18,209
-
327,592
-
6,311
-

79,017
18,209
327,592
6,311

431,129
-

431,129

$
4,455,543
-

4,455,543

2) The reconciliations of changes in unearned premium reserve previously described were as follows:

Balance as of January l, 2023
Provision
Reversal of provision
Gain or loss on exchange
Balance as of December 31, 2023
Less: Ceded unearned premium reserve:
Net balance as of January 1, 2023
Increase
Decrease
Gain or loss on exchange
Net balance as of December 31, 2023
Balance as of December 31, 2023
2023 Total
4,886,672
5,978,892
(5,587,879)
(4)
Insurance
Contract

5,277,681
-

5,277,681

$ 431,129
-
496,149
-
(431,170)
-
(13)
-

431,129
496,149
(431,170)
(13)

496,095
-

496,095

$
4,781,586
-

4,781,586

336 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Balance as of January l , 2022
Provision
Reversal of provision
Gain or loss on exchange
Balance as of December 31, 2022
Less: Ceded unearned premium reserve:
Net balance as of January 1, 2022
Increase
Decrease
Gain or loss on exchange
Net balance as of December 31, 2022
Balance as of December 31, 2022
2022 Total
4,532,742
5,548,855
(5,195,007)
82
Insurance
Contract
4,886,672
-
4,886,672

$ 365,791
-
431,051
-
(366,013)
-
300
-

365,791
431,051
(366,013)
300
431,129
-
431,129

$
4,455,543
-

4,455,543
  • (ii) Claims reserve

  • 1) The details of the Company’s claims reserve and claim reserve were as follows:

Personal life insurance
-reported and unpaid
Personal accident insurance
-reported and unpaid
-unreported and unpaid
Personal health insurance
-reported and unpaid
-unreported and unpaid
Group insurance
-reported and unpaid
-unreported and unpaid
Investment-linked insurance
-reported and unpaid
Total
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 59,380
-
59,380
62,513
-
62,513
429,674
-
429,674
382,731
-
382,731
1,153,670
-
1,153,670
27,350
-
27,350
215,220
-
215,220
772
-
772
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 59,380
-
59,380
62,513
-
62,513
429,674
-
429,674
382,731
-
382,731
1,153,670
-
1,153,670
27,350
-
27,350
215,220
-
215,220
772
-
772
2,331,310
-
2,331,310

337 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Less: Ceded claims reserve
Personal life insurance
Personal accident insurance
Personal health insurance
Total
Net
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 233,925
-
233,925
5,390
-
5,390
394,935
-
394,935
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 233,925
-
233,925
5,390
-
5,390
394,935
-
394,935

634,250
-

634,250

$
1,697,060
-

1,697,060
Personal life insurance
-reported and unpaid
Personal accident insurance
-reported and unpaid
-unreported and unpaid
Personal health insurance
-reported and unpaid
-unreported and unpaid
Group insurance
-reported and unpaid
-unreported and unpaid
Investment-linked insurance
-reported and unpaid
Total
Less: Ceded claims reserve
Personal life insurance
Personal accident insurance
Personal health insurance
Total
Net
December 31, 2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 68,669
-
68,669
51,172
-
51,172
408,965
-
408,965
308,637
-
308,637
981,778
-
981,778
27,358
-
27,358
203,283
-
203,283
27,966
-
27,966
December 31, 2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 68,669
-
68,669
51,172
-
51,172
408,965
-
408,965
308,637
-
308,637
981,778
-
981,778
27,358
-
27,358
203,283
-
203,283
27,966
-
27,966

2,077,828
-

2,077,828

$ 166,726
-
1,875
-
291,004
-

166,726
1,875
291,004

459,605
-

459,605

$
1,618,223
-

1,618,223

338 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • 2) The reconciliations of changes in claims reserve and ceded claim reserve previously described were as follows:
Balance as of January 1, 2023
Provision
Reversal of provision
Gain or loss on exchange
Balance as of December 31, 2023
Less: Ceded claims reserve:
Net balance as of January l, 2023
Increase
Decrease
Gain or loss on exchange
Net balance as of December 31, 2023
Balance as of December 31, 2023
Balance as of January 1, 2022
Provision
Reversal of provision
Gain or loss on exchange
Balance as of December 31, 2022
Less: Ceded claims reserve:
Net balance as of January l, 2022
Increase
Decrease
Gain or loss on exchange
Net balance as of December 31, 2022
Balance as of December 31, 2022
2023 Total
2,077,828
2,328,286
(2,074,652)
(152)
Insurance
Contract

2,331,310
-

2,331,310

$ 459,605
-
314,980
-
(140,336)
-
1
-

459,605
314,980
(140,336)
1
634,250
-
634,250

$
1,697,060
-

1,697,060

2022

Total
1,868,509
2,071,884
(1,863,077)
512
Insurance
Contract
2,077,828
-
2,077,828

$ 283,847
-
279,491
-
(103,744)
-
11
-

283,847
279,491
(103,744)
11
459,605
-
459,605

$
1,618,223
-

1,618,223

339 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (iii) Policy reserve

  • 1) The details of the Company's policy reserve were as follows:

December
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Personal life insurance
$ 895,463,705
-
Personal health insurance
355,672,137
-
Annuities insurance
239,391
6,356,250
Investment-linked
insurance
1,759,497
-
Reversal of accident
10,008
-
Reserve for operating loss
-
-
Amount
payable
to
insurance holders
-
-
Total
$ 1,253,144,738
6,356,250
December
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Personal life insurance
$ 902,612,662
-
Personal health insurance
326,250,459
-
Annuities insurance
219,488
11,059,195
Investment-linked
insurance
1,420,394
-
Reversal of accident
10,008
-
Reserve for operating loss
-
-
Amount
payable
to
insurance holders
-
-
Total
$ 1,230,513,011
11,059,195
**December ** 31, 2023 Total
895,463,705
355,672,137
6,595,641
1,759,497
10,008
677,110
228,865
Insurance
Contract
Others
-
-

-
-
-
677,110
228,865
$ 1,253,144,738
6,356,250

905,975

1,260,406,963


**December **

31, 2022

Total
902,612,662
326,250,459
11,278,683
1,420,394
10,008
677,110
213,776
Insurance
Contract
Others
-
-

-
-
-
677,110
213,776
$ 1,230,513,011
11,059,195

890,886

1,242,463,092

Amount payable to insurance holders are recognized in reserves in accordance with Bao-Jyu (Shou) No. 10704548180.

340 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 2) The reconciliations of changes in policy reserve previously described were as follows:
2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Others
Balance as of January l,
2023
$ 1,230,513,011
11,059,195
890,886
Provision
95,393,880
(2,174,362)
15,089
Reversal of provision
(73,181,180)
(2,545,826)
-
Gain or loss on exchange
419,027
17,243
-
Balance as of December 31,
2023
$ 1,253,144,738
6,356,250
905,975
2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Others
Balance as of January l,
2022
$ 1,175,324,215
18,471,573
907,282
Provision
101,070,370
(2,458,311)
(16,396)
Reversal of provision
(71,032,578)
(5,269,805)
-
Gain or loss on exchange
25,151,004
315,738
-
Balance as of December 31,
2022
$ 1,230,513,011
11,059,195
890,886
2023 2023 Total
1,242,463,092
93,234,607
(75,727,006)
436,270
Insurance
Contract
Others

890,886

15,089

-
-
905,975
1,260,406,963



2022

Total
1,194,703,070
98,595,663
(76,302,383)
25,466,742
Insurance
Contract
Others

907,282

(16,396)

-
-
890,886
1,242,463,092
  • (iv) Special reserve

  • 1) The details of the Company's special reserve were as follows:

December
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Personal accident insurance $ 86,536
-
Personal health insurance
558,666
-
Gain on appreciation of real
estate
-
-
Total
$
645,202
-
December 31, 2023 Total
86,536
558,666
148,173
Insurance
Contract
Others
-
-
148,173
$
645,202
-

148,173

793,375

341 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

December
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Personal accident insurance $ 82,850
-
Personal health insurance
524,735
-
Gain on appreciation of real
estate
-
-
Total
$
607,585
-
December 31, 2022 Total
82,850
524,735
148,173
Insurance
Contract
Others
-
-
148,173
$
607,585
-

148,173

755,758

According to Tai-Tsai-Bao No. 831496851, the Company shall approve the special reserve for short-term products with low-dollar claims.

In addition, according to Article of ‚Regulations Governing Preparation of Financial and Operational Reports by Enterprises Engaging in Insurance of the Person‛, the fair value of the real estate has increased, the increase will be used to offset the adverse impact due to the initial application of IFRS, the remaining amount will be added to special debt provision. Based on Jin-Guan-Bao No. 10102515281 issued on November 30, 2012 and approved by the competent authority in 2013, the recovery of gain on appreciation of real estate special reserve does not include the surplus per share.

  • 2) The reconciliations of changes in special reserve previously described were as follows:
2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Others
Balance as of January l, 2023 $ 607,585
-
148,173
Provision
37,617
-
-
Balance as of December 31,
2023
$
645,202
-
148,173
2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Others
Balance as of January l, 2022 $ 670,413
-
148,173
Provision
(62,828)
-
-
Balance as of December 31,
2022
$
607,585
-
148,173
2023 2023 Total
755,758
37,617
Insurance
Contract
Others
148,173
-
148,173
793,375


2022

Total
818,586
(62,828)
Insurance
Contract
Others
148,173
-
148,173
755,758

342 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

(v) Premium deficiency reserve

  • 1) The details of the Company's premium deficiency reserve were as follows:
Personal life insurance
Personal health insurance
Group insurance
Total
Personal life insurance
Personal health insurance
Group insurance
Total
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 1,134,580
-
1,134,580
268,385
-
268,385
25,207
-
25,207
December 31, 2023
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 1,134,580
-
1,134,580
268,385
-
268,385
25,207
-
25,207

$
1,428,172
-

1,428,172


December 31, 2022
Insurance
Contract
Financial
instruments
containing
discretionary
participation
features
Total
$ 1,303,843
-
1,303,843
175,501
-
175,501
15,228
-
15,228

$
1,494,572
-

1,494,572
  • 2) The reconciliations of changes in premium deficiency reserve previously described were as follows:
Balance as of January l, 2023
Provision
Reversal of provision
Gain or loss on exchange
Balance as of December 31, 2023
2023 Total
1,494,572
(42,564)
(24,467)
631
Insurance
Contract
$
1,428,172
-
1,428,172

343 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Balance as of January l, 2022
Provision
Reversal of provision
Gain or loss on exchange
Balance as of December 31, 2022
2022 Total
1,204,801
290,350
(19,682)
19,103
Insurance
Contract

$
1,494,572
-

1,494,572
  • (vi) Liability adequacy reserve

The Company tested the following liability adequacy in accordance with the IFRS 4 on December 31, 2023 and 2022:

  • 1) The type of products using total premium evaluation method, the details of their liability adequacy reserve were as follows:

Insurance contracts and

Insurance contracts and
financial instruments containing discretionary December 31, December 31,
participation features 2023 2022
Policy reserve $ 1,259,490,980 1,241,562,199
Unearned premium reserve 5,100,699 4,703,853
Premium deficiency reserve 1,402,965 1,479,344
Other provisions of the law or voluntary increase for the
strengthening of financial reserves 1,332,320 1,294,703
Carrying amount of insurance liability $ 1,267,326,964 1,249,040,099
Estimated future cash flows amount $ 1,002,995,088 982,205,888
Balance of liability adequacy reserve $ - -

The carrying amount of insurance liabilities is adequate compared with the amount using current estimates of future cash flows under insurance contracts on December 31, 2023 and 2022. As a result, the Company does not have to set aside the liability adequacy reserve.

2) The type of products using expected cost method, the details of their liability adequacy reserve were as follows:

Insurance contracts and
financial instruments containing discretionary
participation features
December 31,
2023
$ 176,982
25,207
December 31,
2022
Unearned premium reserve
Premium deficiency reserve
Carrying amount of insurance liability
Expected premium income in the future

182,819
15,228

$
202,189

198,047

$
367,380

361,005

344 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Insurance contracts and
financial instruments containing discretionary
participation features
December 31,
2023
$
473,868
December 31,
2022
Expected claims and expenses in the future
Balance of liability adequacy reserve

494,708

$
-


-

The carrying amount of insurance liabilities and expected premium income in the future is adequate compared with the expected claims and expenses of future under insurance contracts on December 31, 2023 and 2022. As a result, the Company does not have to set aside the liability adequacy reserve.

The Company does the following liability adequacy tests:

Method The following two types of products are the test bases:
(1)For Long Term Life Insurance, Universal Life Insurance, Investment
Insurance (General account with value-added benefits), Long Term
Health Insurance, Long Term Accident Insurance, Immediate Annuity
Insurance and Interest-Sensitive Annuity Insurance / Variable Annuity
Insurance Annuitization Policy, Interest-Sensitive Insurance, and
One-Year Life Insurance, Accident Insurance and Health Insurance
attached to the long-term insurance, use the‚total premium
evaluation method‛.
(2)For Personal Life Insurance less than one year, Personal Health
Insurance, Personal Accident Insurance, Travel Accident Insurance and
Group Insurance (excluding Group Interest-Sensitive Annuity
Insurance), use the‚expected cost method‛.
Population All valid contracts as a whole
Description of The Company adopts the assumption basis from the Appointed Actuary
Important report to establish the actuarial assumptions for this test.
Assumptions Discount rate:

Referring to the company overall portfolio investment yields rate under the best estimate scenario (adopt the unbiased hypothesis in 30 year later) stated in the Actuarial Standard of Practice in the Life Insurance Industry. Starting from 2012, the date of filing for financial report has been advanced to the end of March, the deadline for annual Appointed Actuary report is also adjusted accordingly. The application in practice is as follows: The discount rate of the liability adequacy test of the first quarter should be the same as that of the Appointed Actuary report in March. As for the related assumptions of the discount rate from the second to fourth quarter in the same year, they will be based according to the calculation used on the discount rate in the first quarter. When considering current information, the principle of consistency should be applied to the reevaluation of discount rate assumptions.

Other key actuary assumptions:

Other key actuary assumptions are set by the principle of actuarial assumption of reserve adequacy stated in the Actuarial Standard of Practice in the Life Insurance Industry.

345 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • (p) Reserve for insurance with nature of financial instrument

  • (i) The details of the reserve for the insurance contract with the nature of the financial instruments issued by the Company without the nature of unit-linked contracts and discretionary participation features are as follows:

participation features are as follows:
Life insurance December 31,
2023
$
-
December 31,
2022
-
  • (ii) As mentioned above, the movements in the reserve for the insurance contract with the nature of the financial instruments are as follows:
Ending balance (beginning balance) 2023
$
-
2022
-
  • (q) Reserves for fluctuation of foreign exchange

  • (i) According to the "Regulations Governing Insurance Enterprises for Setting Aside Various Reserves," the Company has provided a reserve for fluctuation of foreign exchange under liabilities for foreign investment assets (excluding non-investment-linked life insurance products denominated in foreign currencies). As of December 31, 2023 and 2022, the accumulated balances were $3,269,656 thousand and $7,380,760 thousand, respectively. The details of the reserve for fluctuation of foreign exchange of the Company were as follows:

Beginning balance
Addition:
General provision
Additional provision
Subtotal
Recovery
Total
2023
$ 7,380,760
2022
411,705

1,363,060
5,158,312

919,351
11,429,520

6,521,372

12,348,871

(10,632,476)

(5,379,816)

$
3,269,656

7,380,760

The above-mentioned beginning balance, in accordance with the Regulations Governing Insurance Enterprises for Setting Aside Various Reserves, was reclassified from special catastrophe reserve of liabilities under the former ROC generally accepted accounting principles as of December 31, 2011, within the maximum limitation. For the special catastrophe reserve reclassified to reserve for fluctuation of foreign exchange as its beginning balance, the Company should provide the same amount as special earnings reserve within three years after the Regulations Governing Insurance Enterprises for Setting Aside Various Reserves are implemented. In addition, the Company should provide both the decrease in hedge cost due to the adoption of the reserve for fluctuation of the foreign exchange mechanism, and 10% of current-year net income as special earnings reserve every year. Please refer to note 6(x).

346 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (ii) The effect on income, liabilities, and equity under the circumstance of not providing a reserve for fluctuation of foreign exchange was as follows:
Item
December 31, 2023
Reserve for fluctuation of foreign exchange
Equity
December 31, 2022
Reserve for fluctuation of foreign exchange
Equity
**Item **
Amount
without the
adoption of
reserve for
fluctuation of
foreign
exchange
$ -
42,556,692
-
34,752,860
Amount
without the
adoption of
reserve for
fluctuation of
foreign
exchange
$ (12,804,872)
(2.83)
(8,083,558)
(2.57)
Amount with
the adoption
of reserve
for
fluctuation
of foreign
exchange
3,269,656

39,940,967
7,380,760

28,848,252
Amount with
the adoption
of reserve
for
fluctuation
of foreign
exchange

(9,515,989)

(2.11)

(13,658,802)

(4.34)
Effect

3,269,656

(2,615,725)

7,380,760

(5,904,608)
Effect

3,288,883

0.72

(5,575,244)

(1.77)
2023
Net income (loss)
Earnings per share (after tax)
2022
Net loss
Earnings per share (after tax)

(iii) Hedge policy and risk exposure of foreign exchange

According to "Risk Management Best-Practice Principles for Insurance Enterprises (FSC Enterprise Risk Management Framework)" the Company set up a system of managing and hedging foreign exchange risk, including the control system of the foreign exchange exposure ratio, the calculation basis of the foreign exchange exposure ratio, the scope of the foreign exchange exposure and its relevant hedging instruments and strategies. The hedging strategy of the Company mainly relied on USD hedge supplemented by AUD and NZD hedge, and the hedging instruments include foreign exchange forwards, foreign exchange swaps and cross currency swaps contracts.

347 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(r) Other liabilities

(r)
Other liabilities
Unearned receipts
Guarantee deposits received
Others
(s)
Provisions
Employee benefit
Others
December 31,
2023
$ 49,785
5,396,529
173,142
December 31,
2022

84,831

2,377,277

140,901

$
5,619,456



2,603,009

December 31,
2023
$ 588,592
3,858


December 31,
2022

723,490

13,601

$
592,450



737,091

Employee benefit reserves

(i) Defined benefit plans

The present value of defined benefit obligations and the fair value adjustments of the plan assets for the Company were as follows:

Present value of benefit obligations
Fair value of plan assets
Recognized liabilities for defined benefit obligations
December 31,
2023
$ 1,729,025
(1,140,433)
December 31,
2022

1,671,838

(948,348)

$
588,592



723,490

The Company makes defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Act) entitle a retired employee to receive an annual payment based on years of service and average salary for the six months prior to retirement.

1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Labor Pension Fund Supervisory Committee. With regard to the utilization of the funds, minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with interest rates offered by local banks.

The Company’s Bank of Taiwan labor pension reserve account balance amounted to $1,140,433 thousand for the year ended December 31, 2023. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Labor Pension Fund Supervisory Committee.

348 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 2) Movements in present value of the defined benefit obligations:

The movements in present value of defined benefit obligations for the Company in the financial year 2023 and 2022 were as follows:

2023
Defined benefit obligation at 1 January
$ 1,671,838
Current service costs and interest cost
53,859
Remeasurements of defined benefit liability (asset)
-Actuarial gains and losses arising from demographic
assumption adjustment
10,600
-Actuarial gains and losses arising from financial
assumption adjustment
69,725
-Actuarial gains and losses arising from experience
assumption adjustment
39,919
Benefits paid by the plan
(116,916)
Defined benefit obligation at 31 December
$
1,729,025
2023
Defined benefit obligation at 1 January
$ 1,671,838
Current service costs and interest cost
53,859
Remeasurements of defined benefit liability (asset)
-Actuarial gains and losses arising from demographic
assumption adjustment
10,600
-Actuarial gains and losses arising from financial
assumption adjustment
69,725
-Actuarial gains and losses arising from experience
assumption adjustment
39,919
Benefits paid by the plan
(116,916)
Defined benefit obligation at 31 December
$
1,729,025
2022

1,708,193

38,983

(7,404)

82,954

29,570
(180,458)

$
1,729,025

1,671,838
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Company in the financial year 2023 and 2022 were as follows:

2023
Fair value of plan assets at 1 January
$ 948,348
Remeasurements of defined benefit liability
-The return on plan assets, excluding amounts included in
interest
419
Contributions made
292,839
Benefits paid by the plan
(116,916)
Interest income on plan assets
15,743
Fair value of plan assets at 31 December
$
1,140,433
2023
Fair value of plan assets at 1 January
$ 948,348
Remeasurements of defined benefit liability
-The return on plan assets, excluding amounts included in
interest
419
Contributions made
292,839
Benefits paid by the plan
(116,916)
Interest income on plan assets
15,743
Fair value of plan assets at 31 December
$
1,140,433
2022

843,292

63,680

215,904

(180,458)
5,930

$
1,140,433

948,348
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

Operating cost
Administration expenses
2023
$ (2,297)
40,413
2022

579
32,474

$
38,116

33,053

349 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • 5) Actuarial gains and losses recognized in other comprehensive income

The Company’s actuarial gains and losses recognized in other comprehensive income were losses amounted to $119,825 thousand and $41,440 thousand for the years ended December 31, 2023 and 2022, respectively.

6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increasing rate
December 31,
2023
1.33%
2.00%
December
31, 2022
1.67%
2.00%

The Company expects to pay $1,285,611 thousand and $1,198,279 thousand in contributions to its defined benefit plans for 2023 and 2022, respectively.

The weighted average duration of the defined benefit obligation is both 14 years for the years ended December 31, 2023 and 2022.

7) Sensitivity analysis

When calculating the present value of the defined benefit obligations, the Company uses judgments and estimations to determine the actuarial assumptions, including discount rate, employee turnover rates and future salary changes, as of the reporting date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

As of December 31, 2023 and 2022, the effects of changes in major actuarial assumptions on the defined benefit obligation were as follow:

December 31, 2023
Discount rate
Future salary increasing rate
December 31, 2022
Discount rate
Future salary increasing rate
Effects on the defined
benefit obligation
0.5% increase
0.5% decrease
$ (101,943)
109,986
106,884
(100,130)
(104,695)
113,373
110,644
(103,254)
0.5% increase
$ (101,943)
106,884
(104,695)
110,644

The sensitivity analysis above is based on the analysis for single assumption change effects while other assumptions remain constant. In practice, many changes in assumptions are related. Sensitivity analysis method is in accordance with the method for calculating net defined benefit liability on balance sheet.

The sensitivity analysis method adopted in this period is the same as prior period.

350 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (ii) Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to$420,193 thousand and $199,360 thousand for the years ended December 31, 2023 and 2022, respectively.

  • (t) Retained premiums and retained claims and benefits

  • (i) Retained premiums

The Company’s retained premiums were as follows:

Premium written
Less: Reinsurance expense
Net change in unearned premium reserves
Subtotal
Retained premium
Premium written
Less: Reinsurance expense
Net change in unearned premium reserves
Subtotal
Retained premium
2023 Total
77,634,133
Insurance
Contract


3,315,048
-
326,034
-

3,315,048
326,034

3,641,082
-

3,641,082

$
73,987,356
5,695

73,993,051


2022

Total
83,180,115
Insurance
Contract


3,023,915
-
288,810
-

3,023,915
288,810

3,312,725
-

3,312,725

$
79,862,317
5,073

79,867,390

351 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

(ii) Retained insurance claims and benefits

The Company's retained insurance claims and benefits were as follows:

Insurance claims
Less: Claims recoverable from reinsurers
Retained insurance claims and benefits
Insurance claims
Less: Claims recoverable from reinsurers
Retained insurance claims and benefits
2023 Total
94,705,930
2,703,524
Insurance
Contract

$
89,470,865
2,531,541

92,002,406


2022

Total
93,472,132
2,486,329
Insurance
Contract

$
85,744,001
5,241,802

90,985,803
  • (u) Remuneration to employees, directors and supervisors

The Company's articles of incorporation, which were authorized by the Board of Directors but has yet to be approved by the shareholders, require that earnings shall first be offset against any deficit, then, a minimum of 0.01% will be distributed as employee remuneration, and a maximum of 1% will be allocated as remuneration to directors. However, if the Company has accumulated deficits the profit should be reserved to offset the deficit.

Since the Company incurred deficits for the years ended December 31, 2023 and 2022, no remuneration to employees and directors were accrued during the periods. The information is available on the Market Observation Post System website.

  • (v) Operating lease

The Company rents investment properties under an operating lease. For related information, please refers to note 6(e).

352 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date is as follows:

Within one year
One to two years
Two to three years
Three to four years
Four to five years
Over five years
Undiscounted lease payments
December 31,
2023
$ 339,173
252,963
179,375
148,367
123,880
250,894
December 31,
2022

339,316

281,804

192,928

143,368

125,085
273,606

$
1,294,652

1,356,107

The rental income from investment properties are $359,758 thousand and $467,451 thousand for the years ended December 31, 2023 and 2022, respectively.

The Company rents investment properties under an operating lease. The direct operating expenses incurred in the investment properties were as follows:

The direct operating expenses incurred in the investment property that
generate rental income in current period
The direct operating expenses incurred in the investment property that did
not generate rental income in current period
2023
$
14,260
2022
11,899

$
4,053

386
  • (w) Income tax

(i) The Company’s income tax expenses (benefits) were as follows:

Current income tax expense
Current period
Income tax adjustment in previous period
Deferred income tax benefits
Origination and reversal of temporary differences
Total income tax benefits
2023
$ 169,207
(262)
2022

330,055
896

168,945
330,951

(3,588,941)

(1,729,825)

$
(3,419,996)

(1,398,874)

(ii) The Company’s income tax expenses (benefits) recognized in other comprehensive profit and loss were as follows:

Items that will not be reclassified to income:
Revaluation surplus
2023
$
-
2022
111,187

353 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Items that may be reclassified subsequently to income:
Unrealized gain (loss) from debt instruments measured at
FVOCI
Other comprehensive income (loss) on reclassification under the
overlay approach
(iii) The amount of income tax recognized in equity
Current tax benefits
Revaluation surplus
Deferred tax expense
Revaluation surplus
Income tax related to components of equity
2023
$ 780,470
373,715
2022

(680,228)
10,100

$
1,154,185

(670,128)

2023
$ 2,695
(2,695)

2022

-
-

$
-
-

(iv) The reconciliation between income tax benefit and the amount computed at the statutory income (loss) tax rates is summarized as follows:

2023
Loss excluding income tax
$
(12,935,985)
Income tax expense using the Company’s domestic tax rate
$ (2,587,832)
Effect on loss carryforwards of addback tax-exempt dividend income
445,757
Tax-exempt gain on sale of domestic securities
(904,858)
Foreign withholding income tax
171,077
Share of profit or loss of associates and joint venture accounted for
using the equity method
(6,767)
Tax-exempt income on disposal of land
(1,279)
Impairment loss (reversal of impairment loss)
(3,653)
Tax-exempt domestic cash dividend income
(450,950)
Prior years’income tax adjustments
(262)
Provision for allowance for deferred income tax assets (liabilities)
-
Others
(81,229)
Income tax benefit
$
(3,419,996)
2023
$
(12,935,985)
2022
(15,057,676)


(3,013,475)

457,575

1,651,332

258,912

(43,688)

(236,268)

5,078

(365,371)

896
(163,344)
49,479

$
(3,419,996)

(1,398,874)

354 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (v) The Company’s deferred income tax assets and liabilities were as follows:
Beginning
balance
Temporary differences
Financial assets (liabilities) at fair
value through profit or loss
$ (529,093)
Financial assets at fair value
through other comprehensive
income and financial assets at
fair value through profit and
loss-overlay approach
1,187,454
Investment property
(283,545)
Employee benefit liabilities
(203,010)
Loss (gain) on foreign exchange
(6,021,617)
Impairment loss
178,645
Loss carryforward
14,411,232
Deferred
income
tax
assets
(liabilities)
$
8,740,066
Presented on balance sheet
Deferred income tax assets
$ 15,777,331
Deferred income tax liabilities
(7,037,265)
$
8,740,066
Beginning
balance
(Restated)
Temporary differences
Financial assets (liabilities) at fair
value through profit or loss
$ (648,392)
Financial assets at fair value
through other comprehensive
income and financial assets at
fair value through profit and
loss-overlay approach
517,326
Investment property
(279,130)
Employee benefit liabilities
(166,440)
Loss (gain) on foreign exchange
6,643,541
Impairment loss
3,259
Loss carryforward
381,136
Deferred
income
tax
assets
(liabilities)
$
6,451,300
Presented on balance sheet
Deferred income tax assets
$ 7,545,262
Deferred income tax liabilities
(1,093,962)
$
6,451,300
2023 Ending
balance
(2,616,327)
33,269
(310,480)
(253,956)
(6,176,907)
182,924
20,318,994
Recognized in
profit
or loss

(2,087,234)

-

(29,630)

(50,946)

(155,290)

4,279

5,907,762
Recognized
in other
comprehensive
income

-
(1,154,185)

-

-

-

-

-
Recognized
in equity
-
-
2,695
-
-
-
-

s
$
8,740,066



3,588,941


(1,154,185)
2,695
11,177,517

$ 15,777,331
(7,037,265)






2022

20,535,187
(9,357,670)

$
8,740,066

11,177,517

Ending
balance
(529,093)
1,187,454
(283,545)
(203,010)
(6,021,617)
178,645
14,411,232
Recognized in
profit
or loss
Recognized in
other
comprehensive
income

-
670,128

(111,187)

-

-

-

-
Recognized in
equity

119,299

-

106,772

(36,570)

(12,665,158)

175,386

14,030,096
-
-
-
-
-
-
-

s
$
6,451,300



1,729,825


558,941
-
8,740,066

$ 7,545,262
(1,093,962)






15,777,331
(7,037,265)

$
6,451,300

8,740,066

355 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • (vi) As of December 31, 2023, the Company’s profit tax settlement declaration has been approved by the tax authorities for the year through 2021.

  • (vii) According to the Income Tax Act, as of December 31, 2023, the Company’s unused loss carryforward available to offset future taxable income and the expiry years was as follows:

Loss year
2021 (approved)
2022 (assessed)
2023 month (estimated)
Amount
$ 2,755,020
69,781,605
29,058,344
$
101,594,969
**Expiry year **
2031
2032
2033
  • (x) Equity

  • (i) Issuance of common stocks

A resolution was passed during the board meeting held on December 23, 2021 for the issuance of 430,000 thousand ordinary shares, with par value of $10 per share, amounting to $4,300,000 thousand. The discounted shares were issued at $8.20 per share for the capital increase dated March 21, 2022, and the relevant statutory registration procedures have been completed at April 20, 2022.

A resolution was passed during the board meeting held on July 14, 2022 for the issuance of 1,000,000 thousand ordinary shares, amounting to $10,000,000 thousand, with par value of $10 per share. The discounted shares were issued at $5.20 per share for the capital increase dated November 11, 2022, and the relevant statutory registration procedures have been completed.

A resolution was passed during the extraordinary shareholders' meeting held on September 29, 2022 to authorize the board to issue no more than 2,000,000 thousand ordinary shares through a private placement within a year after the above date. Due to the inability to complete the process within the legally stipulated deadline, it was resolved by the board on September 14, 2023 not to proceed further. The resolution was reported during the extraordinary shareholders' meeting held on November 3, 2023.

A resolution was passed during the board meeting held on December 22, 2022 for the issuance of 500,000 thousand ordinary shares amounting to $5,000,000 thousand, with par value of $10 per share. The discounted shares were issued at $5.05 per share for the capital increase dated

A resolution was passed during the board meeting held on August 11, 2023 for the issuance of 500,000 thousand ordinary shares, with par value of $10 per share, amounting to $5,000,000 thousand. The discounted shares were issued at $5.00 per share for the capital increase dated December 8, 2023, and the relevant statutory registration procedures have been completed.

A resolution was passed during the extraordinary shareholders' meeting held on November 3, 2023 to authorize the board to issue no more than 2,000,000 thousand ordinary shares through a private placement within a year after the above date.

356 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

As of December 31, 2023 and 2022, the Company's authorized capital were 7,500,000 thousand ordinary shares and 7,500,000 thousand ordinary shares, respectively, with par value of $10 per share, amounted to $75,000,000 thousand and $75,000,000 thousand, respectively. The aforementioned capital included common stocks and preferred stocks. As of December 31, 2023 and 2022, the issued common stocks have amounted to 5,099,501 thousand shares and 4,099,501 thousand shares, respectively. Both funds from the issued stocks were fully received.

The reconciliations of outstanding stocks were as follows:

(In Thousands of shares)

Beginning balance
Cash capital increase
Ending balance
Ordinary shares
2023
2022
4,099,501
2,669,501
1,000,000
1,430,000
Ordinary shares
2023
2022
4,099,501
2,669,501
1,000,000
1,430,000
2023
4,099,501
1,000,000

5,099,501

4,099,501

(ii) Capital reserve

According to the Company Act, realized capital reserves can only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Regulations Governing the Offering and Issuance of Securities, the amount of capital reserves to be reclassified under share capital shall not exceed 10% of the actual share capital amount.

The capital reserves of the Company were as follows:

December 31,
2023
Changes in capital surplus - associates accounted for using the equity
method
$ 24,493
Employee share options
-
Others
9,981
$
34,474
December 31,
2023
Changes in capital surplus - associates accounted for using the equity
method
$ 24,493
Employee share options
-
Others
9,981
$
34,474
December 31,
2022

24,515
315,169
9,975

$
34,474

349,659

(iii) Retained earnings

1) Legal reserve

According to the Insurance Law, the Company must retain 20% of its annual income as a legal reserve each year until such retention equals the amount of authorized common stock. According to the Company Law, when the legal reserve has exceeded 25% of the Company's paid-in capital, the excess may be transferred to capital or distributed in cash based on the resolution of the shareholders' meeting. Based on Jin-Guan-Bao-Tsai No. 10202501991 on February 8, 2013, the Company shall meet certain qualification to prove the stability of its business and finance status by providing supporting documents and get approval from the FSC when the Company decides to distribute its legal reserve and the capital reserve in cash in the proportion to the number of shares being held by the shareholders in accordance with Article 241 of the Company Act. The legal reserve

357 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

amounted to $1,698,379 thousand was used to offset the proposal for accumulated deficit in 2021 after being approved by the resolution of the shareholder's meeting on June 17, 2022.

2) Special reserve

The special reserves of the Company were as follows:

Provisions for reversal of special risk-volatility reserves
Special catastrophe reserve and special risk-volatility reserves
Provisions for reversal of special reserve for gain on
revaluation increment on investment property
Provisions for reserve for fluctuation of foreign exchange
Adoption of fair value model for investment property
Provision for gain on disposal of investments in debt
instrument
Provisions for the travel accident insurance premiums
December 31,
2023
$ 474,442
3,180,201

592,694
107,519
2,469,671

17,838,722
5,147
December 31,
2022

240,945

3,044,382

592,694

107,519

2,469,671

17,590,448

2,649

$
24,668,396



24,048,308

In accordance with the provision of Tai-Tsai-Bao No. 0910074195, and the Article 20, Item 1, Clause 3 of the ‚Regulations Governing Insurance Enterprises for Setting Aside Various Reserves‛, the Company reversed the special risk-volatility reserves and transferred them to special reserves under stockholders' equity after being approved in the shareholders’ meeting. The Company reverses the net amount after tax for reversal of special risk-volatility reserves amounted to $233,497 thousand and $240,945 thousand for the year ended 2022 and 2021, and transferred them to special reserve under stockholders' equity after being approved by the resolution of the shareholders' meeting in 2023 and 2022, respectively.

The accumulated deficit amounted to $3,789,944 thousand for the year ended 2021 was offset by the provisions for special reserve generated from the reversal of special risk-volatility reserve amounted to $247,571 thousand, the provisions for the reserve for fluctuation of foreign exchange amounted to $357,522 thousand, the provisions for the reserve for the saving in costs from hedging amounted to $248,642 thousand and the legal reserve amounted to $1,698,379 thousand, respectively. The use of the provisions for special reserve generated from the reversal of special risk-volatility reserve and the provisions for the reserve for fluctuation of foreign exchange, mentioned above, were approved by the FSC, with the provision of Jin-Guan-Bao-Shou No.1110415475 dated April 28, 2022.

In accordance with the ‚Regulations Governing Insurance Enterprises for Setting Aside Various Reserves ‛ , the Company calculated the major accident reserve and risk-volatility reserves and provided for the special reserve under stockholders' equity. The withdrawal and reversal of the major accident and special risk-volatility reserves were amounting to $135,819 thousand and $132,315 thousand for the years ended 2023 and 2022.

358 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

In addition, according to the mechanism of reserve for fluctuation of foreign exchange applicable to the Company, the Company need to provide for the special reserve based on the 10% of the amount of net profit after tax, plus, items other than net profit after tax, for the current year included in the unappropriated earning, and be approved during the shareholders’ meeting for the next year. The provisions for the reserve for fluctuation of foreign exchange amounted to $107,519 thousand for the year ended 2021 were set aside a special reserve after being approved by the resolution of the shareholder's meeting in 2022.

In accordance with Article of the "Regulations Governing Preparation of Financial and Operational Reports by Enterprises Engaging in Insurance ", the Company added in other accounting items due to the adverse effects from the first adoption of the IFRSs, and provided the surplus of the increase in the fair value of the fixed assets as a special provision under liabilities when there is surplus on the fair value measurement of the fixed assets. In addition, in accordance with Jin-Guan-Bao-Tsai No. 10102515281 dated November 30, 2012, life insurance businesses shall determine the amount of policy reserve that needs to be strengthened in accordance with the fair value standards for effective contract stipulated in Jin-Guan-Bao-Tsai No. 10102515285 dated November 27, 2012, and transfer the aforementioned special reserve to the ‚ policy reserves – insurance contract liability fair value‛ on January 1, 2013. If there is a remaining surplus subsequent to the transfer, the Company may reverse 80% of the surplus in the first year or reverse it on a straight-line basis over the following consecutive five years and recognize the reversal as special earnings reserve under the stockholders' equity. However, the annual reversal and the provision for the special earnings reserve are limited to $10 billion. The Company reversed all amount of special reserve of real estate– gain on revaluation increments that approved by FSC in 2013 in the first year. The Company reversed the amount of $592,694 thousand and recognized it to special reserve under stockholder’s equity after being approved by the resolution of the shareholders' meeting in 2014.

In accordance with Jin-Guan-Bao-Tsai No.11004920441, when distributing earnings, the insurers shall provide a special reserve equal to the amount incurred under the deduction of other equity (including the exchange differences on translation of foreign financial statements, unrealized gains and losses from financial assets measured at FVOCI, gains and losses on hedging instruments, revaluation increment cumulative amount) from the net profit after tax, plus, items other than net profit after tax, for the current year included in the unappropriated earning. If the unappropriated earning is still insufficient in the current year, the Company shall appropriate the insufficiency from the previous year. The accumulated net amount of the deduction of other equity from the previous year shall be set aside a special reserve and prohibited to use in distribution of earnings based on the authority’s letter. If there was reversal for the deduction of other equity, the part of reversal may be used to reverse the special reserve, and the reversal of special reverse can be perform to distribution of earnings.

359 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Beginning 2020, the Company changed its accounting policy for subsequent measurement of investment property from cost model to fair value model. Due to the Company’ s initial adoption of the above accounting policy, the Company needs to set aside a special reserve equal to the net amount of the adjustments on investment properties, less, the reserve amount that was evaluated based on the fair value of the valid contract which had been approved by the authority, in order to maintain the soundness and stability of its financial structure in the insurance industry based on Gin-Guan-Bao-Tsai No.10402501001 letter issued on January 23, 2015. As of January 1, 2020, the special reserve that was set aside by the Company amounted to $2,416,650 thousand, which does not qualify for earnings distribution.

In accordance with Jin-Guan-Bao-Tsai No.10904917647, the Company needs to set aside a special reserve equal to the net amount after tax of the accumulated incremental gain on investment properties due to the subsequent measurement based on the fair value.

In accordance with Directions for Conduct by Life Insurance Enterprises of Interest-Sensitive Insurance Products Business, if there were still distributable earnings after the provision of special reserve based on the other laws and letters for the end of each fiscal year, the Company shall set aside a provision to special reserves in an amount equal to the after-tax increase in the asset value exceeds the reserve provision in each current-year segregate account.

In accordance with Jin-Guan-Bao-Tsai No.10904939031, the Company needs to set aside a special reserve under the equity equal to 10% of the total after-tax amount of premium income based on ‚ the table of Standard Premiums for Accident, Death, and Disability Benefits Under Individual Travel Accident Insurance ‚ at the end of each fiscal year, and according to the policy sold about the accident, death, and disability benefits under individual travel accident insurance in the current year, to calculate the premium income by the insurance amount and insurance days incurred . The Company set aside a special reserve amounted to $2,498 thousand and $1,422 thousand for the year ended 2023 and 2022, respectively.

In accordance with Jin-Guan-Bao-Tsai No.11004908861, beginning 2020, the Company needs to set aside a special reserve equal to the amount of next profit after tax in related to the disability insurance. If the net profits after tax are insufficient in the current year, the Company shall make up the insufficiency in the following year while it becomes sufficient. If there was deficit in the disability insurance for the subsequent year, the Company shall offset the deficit by reversing the initial provision of the special reserve.

The withdrawal (recovery) of special surplus reserve for unexpired debt instruments regulated by letters based on the after tax amount of 20% of the nominal tax rate can be distributed and amortized annually until its expiration date. On the other hand, for those whose remaining maturity period cannot be determined, its amortized period would be determined by 10 years, beginning January 1, 2019, in accordance with Jin Guan Bao Tsai No.11204939731 issued on November 13, 2023.

360 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The movement in accumulated amount of gains or losses on disposal of unexpired debt instruments for the Company are as follows:

instruments for the Company are as follows:
Gains or losses on disposal of debt instruments Amount
1. Accumulated amount of gains or losses on disposal of debt
instruments on December 31, 2022

17,838,722
2. Reserved (recovered) amount, after tax (realized capital gains
(losses) before tax of$(312,092)
thousand, minus the net income tax
of$(62,418)
thousand, for the year ended December 31, 2023


(249,674)
3. Net amortization (Reversal) for the year ended December 31, 2023 923,984
4. Accumulated amount of gains or losses on disposal of debt
instruments on December 31, 2023

16,665,064

Pursuant to the mechanism above, the Company set aside the special reserve amounting to $17,838,722 thousand as of 2022. On December 31, 2023, the appropriation (recovery) of the movement of $(1,173,658) thousand as special reserve will resolved during the shareholders’ meeting. The accumulated amount of special reserve was $16,665,064 thousand after appropriation (recovery).

The details on amortization at the end of each year for the accumulated amount beginning balance and new provision arising from the following mechanism:

Year Beginning balance -the
amortizable amount of
accumulated amount of
gains or losses on disposal
on December 31, 2022(1)

Appropriated
(Recovered) special
reserve set aside from
gains or losses on
disposal, after tax, for
the year ended
December 31, 2023(2)
Ending balance -the
amortizable amount of
accumulated amount of
gains or losses on disposal
on December 31, 2023
(1)+(2)
2023 1,035,516
(111,532)

923,984
2024 1,009,551
(71,237)

938,314
2025 946,815
(33,483)
913,332
2026 893,786
(11,468)
882,318
2027 837,001
(11,468)

825,533
2028 789,314
(6,417)

782,897
2029 785,374
905

786,279
2030 761,908
905

762,813
2031 762,283
905

763,188
2032 761,104
(3,040)
758,064
2033 to 2042 6,930,186
(3,744)
6,926,442
2043 to 2052 2,345,953
-
2,345,953
2053 to 2062 (16,395)
-
(16,395)
2063 to 2071 (3,674) - (3,674)
Total 17,838,722
(249,674)
16,665,064

Note: The total amount excludes the amount in 2023.

361 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

3) Distribution of earnings

According to the Company’s articles of incorporation, annual earnings after income tax shall firstly be used to offset any deficit, to be appropriated as legal reserve pursuant to regulatory requirements, and to be recognized as or to reverse the special reserve according to the shareholders or the competent authority. Subsequently, the remainder, if any, together with the undistributed profit at beginning of the period, may be distributed as dividends.

In accordance with the article of association, dividend policy is based on a sound capital structure and a good capital adequacy ratio, not only to accumulate capital, but also take care of rights. Dividend is generally distributed in stock or cash. The bonuses distributed to shareholders shall not be less than 20% of the distributable profits for the current year and the distributed cash dividends shall not be less than 10% of the total dividends, but when cash dividend is less than $0.1 per share, stock dividend will replace cash dividend. The ratio of the stock dividend to the cash dividend shall be adjusted moderately according to the relevant laws and regulations, and shall be proposed by the board of directors and submitted to the shareholders' meeting for resolution. In accordance with the stipulation of Jin Guan Bao Tsai No. 10202501992 issued by the FSC on February 8, 2013, if a life insurance enterprise intends to distribute its earnings by cash dividends, excluding the appropriated cash dividends on preferred stock liability, it should apply for approval from the authorities.

The proposals made by the Company to offset the deficit incurred in 2022 and 2021 were approved by the shareholders' meeting on June 15, 2023 and June 17, 2022, respectively. There were no dividends distributed to shareholders in 2022 and 2021.

(iv) Other equity

The reconciliations of changes in other equity are as follows:

Exchange
differences on
translation of
foreign financial
statements
Balance as of January 1, 2023
$ (853)
Exchange differences on subsidiaries accounted
for using the equity method
853
Unrealized gain (loss) from financial assets
measured
at
fair
value
through
other
comprehensive income:
Unrealized gain (loss)
-
Financial
assets
measured
at
FVOCI,
associates and joint ventures accounted for
using the equity method
Other comprehensive income
(loss) on reclassification
under the overlay approach:
Unrealized gain (loss)
-
Disposal of investments accounted for using the
equity method
-
Disposal of revalued property
-
Reclassification effects
-
Balance as of December 31, 2023
$
-
Exchange
differences on
translation of
foreign financial
statements
Unrealized
gains (losses)
from financial
assets measured
at FVOCI
Revaluation
surplus
Other
comprehensive
income (loss) on
reclassification
under the
overlay
approach
Total

(5,413,821)

-
190,406
583
-
(835)
-
5,346,780

762,184
-

-

-

-
(28,012)

-

(12,167,429)
-
-
10,138,500
-

-
-

(16,819,919)
853
190,406
583

10,138,500
(835)
(28,012)
5,346,780
$
-

123,113


734,172

(2,028,929)


(1,171,644)

362 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Exchange
differences on
translation of
foreign financial
statements
Balance as of January 1, 2022
$ (11,717)
Exchange differences on subsidiaries accounted for using
the equity method
10,864
Unrealized gain (loss) from financial assets measured at
fair value through other comprehensive income:
Unrealized gain (loss)
-
Cumulative gain (loss) reclassified to profit or loss on
disposal of investments in debt instrument at fair
value through other comprehensive income
-
Financial assets measured at FVOCI, associates and
joint ventures accounted for using the equity
method
-
Revaluation surplus:
-
Unrealized gain (loss)
-
Other comprehensive income (loss) on reclassification
under the overlay approach:
Unrealized gain (loss)
-
Balance as of December 31, 2022
$
(853)
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at
FVOCI
Revaluation
surplus
Other
comprehensive
income (loss) on
reclassification
under the overlay
approach
Total

(112,238)

-
(5,725,719)
422,900
1,236
-
-
-

-
-

-

-

-
-
762,184
-
(8,936,093)
-
-
-
-
-

-
(3,231,336)

(9,060,048)
10,864
(5,725,719)
422,900
1,236
-
762,184

(3,231,336)
$
(853)

(5,413,821)

762,184


(12,167,429)



(16,819,919)

In accordance with IFRS 9, the Company has changed the business model for managing financial assets on January 1, 2023 based on the resolution approved during the board meeting held on December 6, 2022. Please refer to note 12(c) for more information.

(y) Earnings per share of common stock

Earnings per share and diluted earnings per share were computed as follows:

2023
2022
Earnings per share (New Taiwan Dollars):
Net income (loss) for common stockholders
$
(9,515,989)
(13,658,802)
Current weighted-average number of common shares outstanding
(thousand shares)
4,520,049
3,146,159
Basic earnings per share (New Taiwan Dollars)
$
(2.11)
(4.34)
2023
2022
Diluted earnings per share (New Taiwan Dollars):
Net income (loss) for common stockholders
$
(9,515,989)
(13,658,802)
Weighted-average number of shares outstanding used for computing
diluted earnings per share (thousand shares)
4,520,049
3,146,159
Diluted earnings per share (New Taiwan Dollars):
$
(2.11)
(4.34)
Earnings per share of inapplicable foreign exchange valuation reserves was as follows:
2023
2022
Basic earnings per share (New Taiwan Dollars):
Inapplicable foreign exchange valuation reserves (note 6(q))
(2.83)
(2.57)
2023
$
(9,515,989)
2022
(13,658,802)

3,146,159

$
(2.11)

(4.34)

2023
$
(9,515,989)

2022
(13,658,802)

3,146,159

$
(2.11)

(4.34)

363 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Diluted earnings per share (New Taiwan Dollars):
Inapplicable foreign exchange valuation reserves
2023
(2.83)
2022
(2.57)
  • (z) Fair value of financial instruments

  • (i) Fair value and carrying amount

The Company does not disclose the fair value for short-term financial instruments, such as cash and cash equivalents, accounts receivable/payable, loans, intercompany reinsurance receivables, claims and payments recoverable from reinsurers, refundable deposit, and guarantee deposits received. Since these financial instruments have relatively shorter maturity date, their carrying amount can be fairly presented as the fair values and the lease liabilities does not need to disclose the fair value. Besides, the Company does not disclose the fair value of investment under the equity method due to the lack of quoted price in an active market and difficulties in measuring it. Furthermore, the fair values of financial assets and financial liabilities were summarized as follows:

summarized as follows:
Financial assets:
Financial assets measured at FVTPL
Financial assets measured at FVOCI
Financial assets measured at amortized cost
Non-financial assets:
Investment property
Financial liabilities:
Financial liabilities measured at FVTPL
Bonds payable
December 31, 2023
Fair value
115,637,806
3,307,427
800,956,897
18,823,614
62,114
8,433,380
December 31, 2022
Carrying
amount
$ 115,637,806
3,307,427
1,013,469,832
18,823,614
62,114
8,500,000
Carrying
amount
79,014,992
44,175,492
1,000,833,858
18,854,567
3,389,686
8,500,000
Fair value
79,014,992
44,175,492
774,299,958
18,854,567
3,389,686
8,490,265

1) Valuation techniques and assumptions used in fair value determination

a) Short-term financial products

Its fair value is estimated based on its carrying amount on the balance sheet. Since the maturity date of the products is short, carrying amount should be a reasonable basis for estimating its fair value. This method applies to cash and cash equivalents, notes receivable and notes payable, accounts receivable and accounts payable, and other financial assets.

b) Loans

Since all the financial assets are interest-bearing, therefore, the carrying amount after deducting the allowance for bad debt is close to the current fair value.

364 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • c) Equity investments and debt securities

If there is an active market, then the fair value of the asset is the market price. If no market price is available for reference, the method of estimation is the same as those used by the market participants in the pricing of financial products. The discount rate used by the Company is equal to that of the financial products with the same terms and characteristics.

d) Derivative instruments

The fair value of the forward foreign exchange contract, if available, is based on the market price. If the market price is unavailable, the fair value is the difference between the forward price of the contract and the current forward price. The remaining period of the contract is discounted.

The fair value of the interest rate exchange is based on the quotation of the broker, which is derived from estimated future cash flows based on the terms and maturities of each contract, using the present value of the market interest rate of similar instruments to test its reasonableness.

  • e) Investment property

Fair value of investment property is determined based on the rules stipulated in the ‚ Regulations Governing the Preparation of Financial Reports by Insurance Enterprises‛. The fair value of investment property is based on the valuation by a professional appraisal agency and supported by market evidence. Please refer to Note 6(e) for details.

f) Non-derivative financial liabilities

The fair value of non-derivative financial liabilities is calculated by the cash flow of principal and interest in the future discounted to the fair value used the market interest rate as of the reported date.

2) Fair value hierarchy

The following valuation methods are for analyzing the financial instrument measured at fair value. Each level of fair valued hierarchy is defined as follows:

  • a) Fair value of financial instruments classified in Level 1 is based on the quoted price for an identical financial instrument in an active market. The definition of active market includes all of the following conditions: A) the products traded in the market are homogeneous, B) willing parties are available anytime in the market, and C) price information is available for the public.

  • b) Fair value of financial instruments classified in Level 2 is based on inputs other than quoted prices in active markets including observable input parameters obtained either directly (i.e., as prices) or indirectly (i.e., derived from prices) in active markets. Examples of observable inputs are as follows:

365 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • i) The quoted price for a similar financial instrument in an active market means the market transaction price for a similar financial instrument based on its characteristics and terms of transaction. The fair value of a financial instrument has to be adjusted according to the observable market price of the identical financial instrument. The reasons for adjustments include time lag of the market transaction prices for an identical financial instrument, wherein the quoted price does not represent the fair value at the measurement date. The reasons also include the difference in transaction terms for financial instruments, transaction prices involving related parties, and the relationship between the observable transaction prices of identical financial instruments and the market prices of held financial instruments.

  • ii) The quoted market price of an identical or similar financial instrument in an inactive market.

  • iii) The fair value is estimated on the basis of the results of a valuation technique, and the market inputs (i.e., interest rate, yield curve, and volatility rate) used are based on data obtainable from the market. An observable input can be derived from market data and reflects the expectation of market participants when it is used in evaluating the prices of financial instruments.

  • iv) A majority of the inputs are derived from observable market data, or the input correlation can be tested based on observable market data.

  • c) Input for a fair value measurement for a financial instrument classified in Level 3 is not based on data obtainable from the market. An unobservable input, such as volatility for a share option derived from the share’s historical price, does not generally represent current market expectations about future volatility.

Financial assets measured at
FVTPL
Common stocks
Preferred stocks
Forward
foreign
exchange
contracts,
non-deliverable
forward and foreign
exchange swaps
Financial bonds
Beneficiary
certificates
and others
Foreign stocks
Foreign bonds
Foreign
beneficiary
certificates
Subtotal
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount

$ 50,464,627
17,142



13,143,750
4,354,366

37,859,726
220,735
1,678,760

7,898,700
Fair value
Level 1
50,464,627
17,142
-
-
36,619,283
220,735
-
7,581,196
Level 2
-
-
13,143,750
4,354,366
-
-
1,678,760
-
Level 3
-
-
-
-
1,240,443
-
-
317,504
Total
50,464,627
17,142
13,143,750
4,354,366
37,859,726
220,735
1,678,760
7,898,700

115,637,806

94,902,983
19,176,876
1,557,947

115,637,806

366 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Financial assets measured at
FVOCI
Foreign bonds
Unquoted stocks
Subtotal
Investment property
Total
Financial
liabilities
measured at FVTPL
Forward
foreign
exchange
contracts,
non-deliverable
forward and foreign
exchange swaps
Financial assets measured at
FVTPL
Common stocks
Preferred stocks
Forward
foreign
exchange
contracts,
non-deliverable
forward and foreign
exchange swaps
Financial bonds
Beneficiary
certificates
and others
Foreign stocks
Foreign
depository
receipts
Foreign bonds
Foreign
beneficiary
certificates
Subtotal
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount

$ 2,726,152
581,275
Fair value
Level 1
-
-
Level 2
2,726,152
-
Level 3
-
581,275
Total
2,726,152
581,275

3,307,427
- 2,726,152
581,275

3,307,427

18,823,614
-
-

18,823,614

18,823,614

$
137,768,847
94,902,983 21,903,028
20,962,836

137,768,847





$
62,114

-

62,114

-

62,114

December 31, 2022

Total
29,150,454
17,436
6,035,151
4,254,628
17,704,190
2,143,561
368,560
1,657,683
17,683,329
Carrying
amount

$ 29,150,454
17,436



6,035,151
4,254,628

17,704,190
2,143,561

368,560
1,657,683

17,683,329
Fair value
Level 1
29,150,454
17,436
-
-
16,779,132
2,143,561
368,560
-
17,313,045
Level 2
-
-
6,035,151
4,254,628
-
-
-
1,657,683
-
Level 3
-
-
-
-
925,058
-
-
-
370,284

79,014,992

65,772,188
11,947,462
1,295,342

79,014,992

367 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Financial assets measured at
FVOCI
Government bonds
Corporate bonds
Financial bonds
Foreign bonds
Unquoted stocks
Subtotal
Investment property
Total
Financial
liabilities
measured at FVTPL
Total
December 31, 2022 December 31, 2022 December 31, 2022 Total
9,888,641
19,095,238
2,743,401
11,806,891

641,321
Carrying
amount

$ 9,888,641
19,095,238
2,743,401
11,806,891
641,321
Fair value
Level 1
-
-
-
9,054,317
-
Level 2
9,888,641
19,095,238
2,743,401

2,752,574
-
Level 3

-

-

-

-
641,321

44,175,492
9,054,317
34,479,854


641,321



44,175,492

18,854,567

-


-


18,854,567



18,854,567

$
142,045,051
74,826,505
46,427,316


20,791,230



142,045,051


$
3,389,686

-


3,389,686



-


3,389,686
  • d) There was no significant transfer between the first and second levels for the years ended December 31, 2023 and 2022.

  • e) The below table shows a reconciliation of Level 3 fair values:

January 1, 2023
Gains and losses
Recognized in profit or loss
Recognized in OCI
Purchased
Disposals
Transfer into (out) Level 3
December 31, 2023
January 1, 2022
Gains and losses
Recognized in profit or loss
Recognized in OCI
Purchased
Disposals
Transfer into (out) Level 3
December 31, 2022
Financial
assets
measured at
FVTPL
Financial
assets
measured at
FVOCI
Investment
property
Total
$ 1,295,342
66,842
-
203,856
(8,093)
-

641,321

-
155,655

-

(215,701)
-

18,854,567
5,967

-
6,084

(43,004)
-

20,791,230

72,809
155,655

209,940

(266,798)
-
$
1,557,947

581,275

18,823,614

20,962,836

$ 1,319,788
(186,960)
-
164,247
(1,733)
-



1,046,802

-
(377,502)

-

(27,979)
-



23,842,824
22,461

-
8,537

(6,940,891)
1,921,636



26,209,414

(164,499)
(377,502)

172,784

(6,970,603)

1,921,636
$
1,295,342

641,321


18,854,567



20,791,230

368 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

The gains and losses above are recognized based on ‚Financial assets and liabilities measured at FVTPL‛ , ‚Unrealized gains and losses measured at FVOCI‛ and ‚Gains and losses on investment property‛. The related assets held by the Company as of December 31, 2023 and 2022 are as follows:

Gains and losses
Recognized in profit or loss (‚financial assets and
liabilities measured at FVTPL‛)
Recognized in OCI (‚Unrealized gains and losses
measured at FVOCI‛)
Recognized in profit or loss (‚Gains and losses on
investment property‛)
2023

67,604

153,085

5,967
2022

(186,177)

(363,589)

22,461
  • f) Fair value information of significant unobservable inputs (Level 3)

The following table shows the valuation techniques used in the determination of fair values within Level 3, as well as the significant unobservable inputs used in the valuation models.

Matter Valuation
technique
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs
and fair value
measurement
Financial
assets
measured at FVTPL –
Beneficiary
certificates and others
Financial
assets
measured at FVTPL –
Private fund
Financial
assets
measured
at
FVOCI
–Venture
capital
Investment Property

Asset
adjustment

method

Asset
adjustment

method

Asset
adjustment

method
Note 6(e)
‧Liquidity
discount
rate (0% to 25% on
both December 31,
2023 and December
31, 2022.)
‧Liquidity discount
rate (0% to 30% on
both December 31,
2023 and December
31, 2022.)
‧Discount rate (0%
and 0% to 20% on
December 31, 2023
and December 31,
2022, respectively.)
‧Liquidity
discount
rate (0% to 30% on
both December 31,
2023 and December
31, 2022.)
‧Inverse
relationship
‧Inverse
relationship
‧Inverse
relationship

369 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • g) Classification process of Level 3 fair value

The Company’s Risk Management Department is responsible to verify the fair values of the assets based on independent sources that reflect the nearest market conditions. The Company ensures that the information used are independent, reliable, and coherent with other resources and represent exercisable prices. Also, the Company policy requires that these fair values are analyzed for remeasurement and reassessment on each reporting date to ensure that the fair values are reasonable.

  • h) Sensitivity analysis of Level 3 fair value

While the Company ’ s measurement of fair value on financial assets are reasonable, these fair values might differ, should a different valuation model be used as its measurement method. The following table describes the impact to the profit or loss and other comprehensive income should change in the inputs be used on Level 3 financial assets.

December 31, 2023
Financial assets measured
at FVTPL
Beneficiary certificates
and others
Private fund
Financial assets measured
at FVOCI
Venture capital
December 31, 2022
Financial assets measured
at FVTPL
Beneficiary certificates
and others
Private fund
Financial assets measured
at FVOCI
Venture capital
Input Increase
or
decrease
in input
Impact of changes in
fairvalue on profit loss
Impact of changes in
fairvalue on profit loss
Impact of changes in
fair value on Other
comprehensive income
Impact of changes in
fair value on Other
comprehensive income
Positive
impact
Negative
impact
Positive
impact
Negative
impact
Variable
discount rate
Variable
discount rate
Variable
discount rate
Variable
discount rate
Variable
discount rate
Discount rate
Variable
discount rate
+10%
10%
10%
+10%
10%
+10%,+1%
10%
10%
1%
+10%
10%
-
-
-
-
-
-
-
(18,919)
(136,875)
-
(9,238)
(62,016)
(21,995)
-

-

-
-

-

-

-
-
-
-
(58,128)
-
-
-
(44,600)

The positive and negative impacts are results from changes in fair values, which calculations are affected by changes in the unobservable inputs. Should the fair value of a financial asset be affected by more than one input, the fair values are not presented in the table above. The table above presents the impact of changes in one input only, and does not consider the relationship between other inputs in the valuation of fair values above.

370 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 3) Financial instruments not measured at fair value

The Company's financial instruments not measured at fair value are listed in the table below. Other than cash and cash equivalents, receivables / payables, loans, intercompany reinsurance receivables, claims and payments recoverable from reinsurers, refundable deposit, short-term liabilities and guarantee deposits received, whose values are reasonably closed to their fair value, as well as lease liabilities, disclosure of fair value is not required. The fair values of financial instruments not measured at fair value are as follows:

follows:
Assets and liabilities December 31, 2023
Total Quoted prices in
active markets for
identical assets
(Level 1)
Significant other
observable inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)
Financial Assets:
Financial assets measured at amortized
costs
$ 800,956,897
Financial liabilities:
Bonds payable
8,433,380
Assets and liabilities
Total

323,408,514
477,548,383

-
8,433,380
December 31, 2022


-
Total Quoted prices in
active markets for
identical assets
(Level 1)
Significant other
observable inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)
Financial Assets:
Financial assets measured at amortized
costs
$ 774,299,958
Financial liabilities:
Bonds payable
8,490,265

290,184,455

-

484,115,503
8,490,265


-
  • (ii) Offsetting financial assets and financial liabilities

The Company is offsetting its financial instruments according to the conditions set forth in paragraph 42 of IAS 32 endorsed by the FSC, in which its financial assets and liabilities are presented as net amounts in the statement of financial position.

The Company also performs transactions not applicable to the International Financial Reporting Standards Sections 42 NO. 32, but the Company has an exercisable master netting arrangement or similar agreement in place with its counterparties, and both parties reach a consensus regarding net settlement. The aforesaid exercisable master netting arrangement or similar agreement can be net settled after offsetting the financial assets and financial liabilities. Otherwise, the transaction can be settled at the total amount. In the event of default involving one of the parties, the other party can have the transaction net settled.

371 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The following tables present the aforesaid offsetting financial assets and financial liabilities.

December 31, 2023
Derivative instruments
assets
Derivative instruments
liabilities
December 31, 2022
Derivative instruments
assets
Derivative instruments
liabilities
Financial assets (liabilities) subject to offsetting, enforceable master netting
arrangement or similar arrangement
Total gross
amounts of
recognized
financial
Total
amounts of
recognized
financial
assets
(liabilities)
offset in the
statement
Net
amounts of
recognized
financial
assets
(liabilities)
in the
statement
Related amount not
offset in the statement
of financial position(d)
assets
(liabilities)
(a)
of financial
position
(b)
of financial
position
(c)=(a)-(b)
Financial
instrument
(Note1)
Cash
collateral
received
(paid)
Net amount
(Note2)
(e)=(c)-(d)

$ 13,143,750
-
13,143,750
62,114
5,265,520
7,816,116

(62,114)
-
(62,114)
(62,114)
-
-

$ 6,035,151
-
6,035,151
2,824,440
2,246,904
963,807

(3,389,686)
-
(3,389,686)
(2,824,440)
(176,878)
(388,368)
Financial assets (liabilities) subject to offsetting, enforceable master netting
arrangement or similar arrangement
Total gross
amounts of
recognized
financial
Total
amounts of
recognized
financial
assets
(liabilities)
offset in the
statement
Net
amounts of
recognized
financial
assets
(liabilities)
in the
statement
Related amount not
offset in the statement
of financial position(d)
assets
(liabilities)
(a)
of financial
position
(b)
of financial
position
(c)=(a)-(b)
Financial
instrument
(Note1)
Cash
collateral
received
(paid)
Net amount
(Note2)
(e)=(c)-(d)

$ 13,143,750
-
13,143,750
62,114
5,265,520
7,816,116

(62,114)
-
(62,114)
(62,114)
-
-

$ 6,035,151
-
6,035,151
2,824,440
2,246,904
963,807

(3,389,686)
-
(3,389,686)
(2,824,440)
(176,878)
(388,368)
Financial assets (liabilities) subject to offsetting, enforceable master netting
arrangement or similar arrangement
Total gross
amounts of
recognized
financial
Total
amounts of
recognized
financial
assets
(liabilities)
offset in the
statement
Net
amounts of
recognized
financial
assets
(liabilities)
in the
statement
Related amount not
offset in the statement
of financial position(d)
assets
(liabilities)
(a)
of financial
position
(b)
of financial
position
(c)=(a)-(b)
Financial
instrument
(Note1)
Cash
collateral
received
(paid)
Net amount
(Note2)
(e)=(c)-(d)

$ 13,143,750
-
13,143,750
62,114
5,265,520
7,816,116

(62,114)
-
(62,114)
(62,114)
-
-

$ 6,035,151
-
6,035,151
2,824,440
2,246,904
963,807

(3,389,686)
-
(3,389,686)
(2,824,440)
(176,878)
(388,368)
Financial assets (liabilities) subject to offsetting, enforceable master netting
arrangement or similar arrangement
Total gross
amounts of
recognized
financial
Total
amounts of
recognized
financial
assets
(liabilities)
offset in the
statement
Net
amounts of
recognized
financial
assets
(liabilities)
in the
statement
Related amount not
offset in the statement
of financial position(d)
assets
(liabilities)
(a)
of financial
position
(b)
of financial
position
(c)=(a)-(b)
Financial
instrument
(Note1)
Cash
collateral
received
(paid)
Net amount
(Note2)
(e)=(c)-(d)

$ 13,143,750
-
13,143,750
62,114
5,265,520
7,816,116

(62,114)
-
(62,114)
(62,114)
-
-

$ 6,035,151
-
6,035,151
2,824,440
2,246,904
963,807

(3,389,686)
-
(3,389,686)
(2,824,440)
(176,878)
(388,368)
Total gross
amounts of
recognized
financial
assets
(liabilities)
(a)

$ 13,143,750

(62,114)

$ 6,035,151

(3,389,686)
Total
amounts of
recognized
financial
assets
(liabilities)
offset in the
statement
of financial
position
(b)
-
-
-
-
Net
amounts of
recognized
financial
assets
(liabilities)
in the
statement
of financial
position
(c)=(a)-(b)
13,143,750
(62,114)
6,035,151
(3,389,686)
Related amount not
offset in the statement
of financial position(d)
Financial
instrument
(Note1)
Cash
collateral
received
(paid)
62,114
5,265,520
(62,114)
-
2,824,440
2,246,904
(2,824,440)
(176,878)
Financial
instrument
(Note1)
62,114
(62,114)
2,824,440
(2,824,440)

Note1: Inclusive of master-netting arrangement and non-cash financial collateral.

Note2: Net amounts of recognized financial liabilities with financial instrument and Cash collateral received (paid) is positive, so it is expressed as 0.

  • (aa) Financial risk management

  • (i) Risk management system

    • 1) Risk management’s structure, organization and the authority scope

      • a) Board of Directors

        • i) In order to integrate the planning, implementation, supervision and coordination of the risk management, the ‚Risk Management Committee‛ is set up under the Board of Directors and the Risk Management Department is set up to execute risk management matters.

        • ii) The Board of Directors is the highest decision-making unit in establishing an effective risk management system for the Company, and assumes the ultimate responsibility for overall risk management.

        • iii) The Board of Directors shall approve the risk management policies and major decisions in accordance with the overall business environment and strategy, and ensure the effective operation of the risk management mechanism.

372 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • b) Risk Management Committee

  • i) The Committee is responsible to conduct risk management policies and procedures, implement risk management decisions of the Board of Directors, and regularly submit risk assessment reports to the Board.

  • ii) Monitoring all kinds of risks and establishing their management indicators, and coordinating risk management functions with interaction and communication between each department.

  • c) Risk Management department

  • i) The department is responsible for aggregating, measuring and monitoring the company's overall risk information, and regularly submitting risk assessment reports.

  • ii) Implementing the risk management decisions, coordinating and communicating to various departments’ risk management mechanism. When necessary, giving recommendations of risk management for each departments' decision-making.

  • d) Relevant departments of the Company

  • i) Risk management operations should be carried out in accordance with risk management procedures, manage their daily risks, take the necessary response measures, and submit relevant reports in a timely manner.

  • ii) Should provide timely, reliable risk information, and feasible, effective control measures based on the needs of risk management.

  • e) Audit unit

Examine the relevant departments’ risk management implementation according to the relevant laws and regulations.

  • 2) The scope and nature of the risk reporting and measurement system

  • a) Method used: Effective duration or effective convexity analysis, cash flow management, deterministic scenario testing and stress testing.

  • b) Relevant assumptions and parameters: Setting the system based on the needs of various measurement methods, the data gathered from domestic or foreign research, and practical experience.

  • c) Advantages and limitations of various measurement methods:

    • i) Effective duration or effective convexity analysis

      1. Advantages: It is easy to calculate, and able to measure fixed-income assets with options.

373 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

        2. Limitations: If the yield curve is moving in parallel, then it is unable to measure non-parallel movement.

     - ii) Cash flow management.

        1. Advantages: Enhance the effectiveness of decision-making, strengthen financial control, and reflect the ability to continue to operate.

        2. Limitations: The estimate of the cash flow may be subjective, and the estimated future cash flow may not reflect the actual situation.

     - iii) Deterministic Scenario Testing

        1. Advantages: It is able to consider multiple variables change at the same time, and able to analyze and calculate the possibilities for a particular situation.

        2. Limitations: Only some specific situations can be tested, the scenario of the change is subjective and it is not able to consider the situations of nonlinear relationship or extreme risk.

     - iv) Stress test

        1. Advantages: It is able to measure the losses that may occur in a particular extreme situation.

        2. Limitations: It is unable to measure the possibility of a particular extreme situation.
  • (ii) Analysis of Credit Risk

  • 1) Credit risk management

    • a) Credit risk is the risk of financial loss to the Company if a debtor or counterparty to a financial instrument fails to meet its contractual obligations. When all counterparties are concentrated in a single industry or region, the Company may face greater risk. Due to counterparties who are in the same industry or region are subject to the same economic environment and their ability to repay their loans will be affected.

    • b) Credit risk is managed through the following mechanisms:

      • i) Limit Control: Limits were set to monitor on sector, same related entity and country exposure risks in order to avoid concentration risk.

      • ii) Prudent credit evaluations are performed when we conduct the loan business and collateral are requested in order to reduce our credit risk exposure.

374 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • 2) Expected credit loss

  • a) Significant increase in credit risk

In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Company considers the reasonable and supportable information (past, present, and future) that is available without undue cost or effort.

The objective of the assessment is to determine whether credit risk has significantly increased by comparing:

  • i) The default rate of the financial instrument on reporting date; and

  • ii) The default rate of the financial instrument since initial recognition.

Except for the following which loss allowance are measured at an amount equal to the 12-month credit losses, the Company calculates the loss allowance based on the asset’s lifetime expected credit losses:

  • i) Investments in debt securities that are determined to have a low credit risk at reporting date, and;

  • ii) Other financial instruments which credit risk have not significantly increased since initial recognition.

When debt securities credit risk are globally reported on an external rating as ‚investment grade‛, these are determined to be a low credit risk investment by the Company. 12-month expected credit loss refers to the losses that will result if a default occurs in the 12 months after the reporting date.

In assessing whether the credit risk on a financial asset has increased significantly, the Company considers that different investment portfolios have different credit risks, including changes in default rates and credit qualities. Based on the Company’ s assessment policy, in the event that an investment is no longer ‚investment grade‛, and that a decline occurred between its credit rating and its investment grade, this results in a significant increase in credit risk. In the event that the Company’s assessment policy does not detect an increase in credit risk in time, the Company employs professional judgment and prior experience to determine whether a significant increase in credit risk occurred on a financial asset.

The Company assumes that the credit risk of a financial asset has increased significantly when contractual payments are overdue after 30 days, or when objective evidence of impairment exists. The past-due days are calculated based on the first day the counterparties exceed its contractual credit term.

  • b) Credit risk rating

The Company has a credit risk rating policy in place for different types of financial instruments. The credit risk rating will correspondingly increase to reflect the escalating risk of default of each financial instrument.

375 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

The credit risk rating is initially determined based on the borrower’s credit information. This credit risk rating is monitored on an ongoing basis, and will alter based on changes in the instrument’s risk grade. Credit risk monitoring is based on the aging days and objective evidence of impairment.

c)

Default rate structure

Credit rating is a key component in assessing the exposure loss. The Company collects data of customers, such as geographical area, product, borrower, credit rating etc., to assess the exposure loss.

The Company utilizes statistical analysis of the data collected to assess the exposure loss, and the analysis will be updated based on latest available data.

These assessments include identifying and updating the default rates based on economic indexes and other relevant statistics. For most assessments, the main indexes are the Gross Domestic Product Growth Rates and Unemployment Rates.

d) Definition of default

The Company determined that the following as a ‚default‛ of financial asset:

  • ‧ The borrower is unable to repay the debts in full, unless the Company exercises its recourse rights, such as disposing its collateral on auction.

  • ‧ The borrower has significant debts past due for more than 90 days.

In assessing whether a borrower has defaulted, the Company considers the following:

  • ‧ Qualitative indicators – breach of contract

  • ‧ Quantitative indicators – the same borrower has other unpaid debts within the Company

  • ‧ Based on internal and external data that take into account default input and other main inputs over time, which indicate changes in circumstances.

  • e)

  • Definition of credit loss on financial assets

At each reporting date, the Company assesses whether there is a credit loss on debt instruments measured at amortized cost and FVOCI. In the event where one or more circumstances which cause an expected cash shortfall from financial assets occur, then a credit loss has occurred.

The following observable inputs are examples of circumstances that cause a credit loss:

  • ‧ The issuer or borrower faces adverse financial difficulties;

  • ‧ A breach of contract, including omission and delay of repayment;

376 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • ‧ The borrower s creditor has filed for a winding up of the borrower;

  • ‧ It is probable that the borrower will declare bankruptcy or other financial restructuring;

  • ‧ A buy-in at a large discount of the financial asset.

In the case where a borrower has declared for a rationalization plan, this will normally be viewed as a credit loss, unless there is evidence that the irrecoverable risk has reduced, and there are no other indicators of credit loss.

  • f) Measurement of expected credit loss

The main factors in calculating expected credit loss are:

  • ‧ Default rate

  • ‧ Default loss rate

  • ‧ Default exposure

Default rate is estimated based on statistical data and exposure type of the counterparty, on a particular point in time. These statistical data are calculated based on internal information, which are qualitative and quantitative in nature. Where available, market data are obtained to estimate the default rates of corporate counterparties. In the event of a change in credit rating, it will correspondingly affect the default rate of the asset. The default rate also takes into account the exposure of the contract up to its maturity date and the estimated early repayment ratios.

Default loss rate is the maximum loss rate in the event of a breach of contract occurred. The Company uses the historic recovery rate of previous defaulting counterparties as a basis of calculating default loss rate. The default loss rate model also considers the financial assets overall structure, guarantee, priority to claims, industry of counterparties, and cost to recover guarantees.

Default loss rate is the rate of loss caused by the default of counterparties or issuers. The default loss rate that the Company uses to assess relative impairments is based on the default loss rate information regularly announced by international credit rating agencies.

’ Default exposure is the claim amount in the event of a breach. The Company s upfront claim amount (including amortization), plus interest, is calculated as the default exposure amount.

g) Data used in forecasting

The default rate for measuring the debt instruments is according to the information announced by Moody’s, international credit rating agency, including the state of macroeconomic forecasting and the prediction of implicit market data. For the loans to other parties, the Company, according to internal historical experience and actual external information and forecasts, set a benchmark for pertinent economic

377 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

variables and representative intervals of predictable scenarios. The sources of external information include government authorities, the International Monetary Fund (IMF), elected private segments, and economic forecast studies.

  • 3) Analysis of credit risk quality

Information regarding the credit risk quality of debt instruments measured at FVOCI, financial assets measured at amortized cost and loans and receivables was presented in the tables below. All financial asset balances disclosed below were presented at net, unless specifically stated otherwise.

  • a) Debt instruments measured at FVOCI (excluding statutory refundable deposits)
**For ** **the year ended ** December 31, 2023
Lifetime Lifetime
expected expected
12-month credit loss – credit
expected credit non-credit loss - credit
loss loss loss Total
Low credit risk $ 2,726,152 - - 2,726,152
Significant increase in
credit risk - - - -
Carrying amount $ 2,726,152 - - 2,726,152
**For ** **the year ended ** December 31, 2022
Lifetime Lifetime
expected expected
12-month credit loss – credit
expected credit non-credit loss - credit
loss loss loss Total
Low credit risk $ 43,534,171 - - 43,534,171
Significant increase in
credit risk - - - -
Carrying amount $ 43,534,171 - - 43,534,171
  • b) Financial assets measured at amortized cost (excluding statutory refundable deposits)
**For ** **the year ended ** December 31, 2023
Lifetime Lifetime
expected expected
12-month credit loss – credit
expected credit non-credit loss - credit
loss loss loss Total
Low credit risk $ 1,009,090,822 - - 1,009,090,822
Significant increase in
credit risk - - 5,236,835 5,236,835
Loss allowance (56,653) - (801,172) (857,825)
Carrying amount $ 1,009,034,169 - 4,435,663 1,013,469,832

378 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

For theyear ended December 31, 2022
12-month
expected credit
loss
Lifetime
expected
credit loss –
non-credit
loss
Lifetime
expected
credit
loss - credit
loss
Total
Low credit risk
$ 996,491,755
-
-
996,491,755
Significant
increase
in
credit risk
-
-
5,248,546
5,248,546
Loss allowance
(103,356)
-
(803,087)
(906,443)
Carrying amount
$
996,388,399
-
4,445,459
1,000,833,858
For theyear ended December 31, 2022
12-month
expected credit
loss
Lifetime
expected
credit loss –
non-credit
loss
Lifetime
expected
credit
loss - credit
loss
Total
Low credit risk
$ 996,491,755
-
-
996,491,755
Significant
increase
in
credit risk
-
-
5,248,546
5,248,546
Loss allowance
(103,356)
-
(803,087)
(906,443)
Carrying amount
$
996,388,399
-
4,445,459
1,000,833,858
For theyear ended December 31, 2022
12-month
expected credit
loss
Lifetime
expected
credit loss –
non-credit
loss
Lifetime
expected
credit
loss - credit
loss
Total
Low credit risk
$ 996,491,755
-
-
996,491,755
Significant
increase
in
credit risk
-
-
5,248,546
5,248,546
Loss allowance
(103,356)
-
(803,087)
(906,443)
Carrying amount
$
996,388,399
-
4,445,459
1,000,833,858
For theyear ended December 31, 2022
12-month
expected credit
loss
Lifetime
expected
credit loss –
non-credit
loss
Lifetime
expected
credit
loss - credit
loss
Total
Low credit risk
$ 996,491,755
-
-
996,491,755
Significant
increase
in
credit risk
-
-
5,248,546
5,248,546
Loss allowance
(103,356)
-
(803,087)
(906,443)
Carrying amount
$
996,388,399
-
4,445,459
1,000,833,858
For theyear ended December 31, 2022
12-month
expected credit
loss
Lifetime
expected
credit loss –
non-credit
loss
Lifetime
expected
credit
loss - credit
loss
Total
Low credit risk
$ 996,491,755
-
-
996,491,755
Significant
increase
in
credit risk
-
-
5,248,546
5,248,546
Loss allowance
(103,356)
-
(803,087)
(906,443)
Carrying amount
$
996,388,399
-
4,445,459
1,000,833,858
Lifetime
expected
credit loss –
non-credit
loss

-
-
-
Lifetime
expected
credit
loss - credit
loss
-
5,248,546
(803,087)

$
996,388,399
-
4,445,459

1,000,833,858

c) Loans (Exclude policy loans and automatic premium loans)

For theyear ended December 31, 2023
12-month
expected credit
loss
Lifetime
expected credit
loss –
non-credit loss
Lifetime
expected credit
loss - credit
loss
Overdue 0~8 days
$ 24,840,280
-
-
Overdue 9~30 days
82,437
-
-
Overdue 31~60 days
-
406
-
Overdue 61~90 days
-
-
-
Overdue more than 91 days
or breach of contract
-
-
36,860
Significant increase in credit
risk
-
-
-
Loss allowance
(373,811)
(6)
(554)
Carrying amount
$
24,548,906
400
36,306
For theyear ended December 31, 2022
12-month
expected credit
loss
Lifetime
expected credit
loss –
non-credit loss
Lifetime
expected credit
loss - credit
loss
Overdue 0~8 days
$ 27,069,061
-
-
Overdue 9~30 days
64,002
-
-
Overdue 31~60 days
-
2,853
-
Overdue 61~90 days
-
-
-
Overdue more than 91 days
or breach of contract
-
-
40,991
Significant increase in credit
risk
-
-
-
Loss allowance
(406,960)
(43)
(615)
Carrying amount
$
26,726,103
2,810
40,376
For theyear ended December 31, 2023 For theyear ended December 31, 2023 For theyear ended December 31, 2023
Total
24,840,280
82,437
406
-
36,860
-
(374,371)
Lifetime
expected credit
loss –
non-credit loss
-
-
406
-
-
-
(6)
Lifetime
expected credit
loss - credit
loss
-
-
-
-
36,860
-
(554)

$
24,548,906

400

36,306

24,585,612


For theyear ended December 31, 2022


Total
27,069,061
64,002
2,853
-
40,991
-
(407,618)
Lifetime
expected credit
loss –
non-credit loss
-
-
2,853
-
-
-
(43)
Lifetime
expected credit
loss - credit
loss
-
-
-
-
40,991
-
(615)

$
26,726,103

2,810

40,376

26,769,289

379 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • d) Receivables (Interest receivable)
**For ** **the year ended ** December 31, 2023
Lifetime Lifetime
expected expected
12-month credit loss – credit
expected credit non-credit loss - credit
loss loss loss Total
Low credit risk $ 6,030,635 - - 6,030,635
Significant increase in
credit risk - - 122,560 122,560
Loss allowance (495) - (18,637) (19,132)
Carrying amount $ 6,030,140 - 103,923 6,134,063
**For ** **the year ended ** December 31, 2022
Lifetime Lifetime
expected expected
12-month credit loss – credit
expected credit non-credit loss - credit
loss loss loss Total
Low credit risk $ 6,321,963 - - 6,321,963
Significant increase in
credit risk - - 122,452 122,452
Loss allowance (891) - (18,621) (19,512)
Carrying amount $ 6,321,072 - 103,831 6,424,903
  • 4) Maximum credit risk exposure of financial assets

Carrying amount best represents the Company's maximum exposure to credit risk for its on financial instruments on the balance sheet before taking into account any collateral held or other credit risk mitigation. The maximum credit risk exposure amounted to $1,287,406,751 thousand and $1,261,928,958 thousand on December 31, 2023 and 2022, respectively. In addition, the Company has no exposure to credit risk for off-balance-sheet financial instruments.

  • a) The maximum exposure to credit risk for loans and receivables except policy loans and automatic premium loans by geographic region:
Taipei area
Taichung area
Tainan area
Kaohsiung area
Total
December 31, 2023
Amount
%
$ 11,840,108
48
7,739,491
32
2,987,855
12
2,018,158
8
December 31, 2023
Amount
%
$ 11,840,108
48
7,739,491
32
2,987,855
12
2,018,158
8
**December 31, ** 2022
%

50

30

11
9
Amount
$ 11,840,108
7,739,491
2,987,855
2,018,158
Amount
13,323,989
8,001,961
3,129,393
2,313,946

$
24,585,612


100

26,769,289
100

380 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

b) The maximum exposure to credit risk for bond investments by geographic region of bond issuers:

Region December 31, 2023 December 31, 2023 December 31, 2022 December 31, 2022
Amount % Amount %
Taiwan $ 208,734,969
19.31

245,870,986

22.45
Developed
Countries
Asia 43,020,990
3.98

43,239,601

3.95
North America 367,034,522
33.95

346,356,978

31.63
Europe 175,310,544
16.21

173,478,859

15.84
Oceania 18,597,254
1.72

17,961,661

1.64
Multi-country Investment 6,373,751
0.59

7,100,465

0.65
Emerging Countries (except Taiwan) 262,056,076
24.24

261,017,148

23.84
Total 1,081,128,106
100.00

1,095,025,698

100.00
  • 5) As of December 31, 2023 and 2022, the Company had no overdue financial assets that was not impaired.

  • 6) Analysis of financial assets that are individually determined to be impaired.

  • a) Non-derivative financial asset

December 31, 2023 December 31, 2023 December 31, 2023
Impaired
Amount
Accumulated
Impairment
Net
Accounts receivables- Other receivables
377,797

67,481

310,316
December 31, 2022
Impaired
Amount
Accumulated
Impairment
Net
Accounts receivables- Other receivables
126,422

22,356

104,066
  • b) Impaired loans (Exclude policy loans and automatic premium loans)
December 31, 2023 Loans (Exclude policy loans and
automatic premium loans)
Loans (Exclude policy loans and
automatic premium loans)
Loans (Exclude policy loans and
automatic premium loans)
Real estate
mortgage
Other
secured loan
Total
Impaired amount 36,915 - 36,915
Less: Impairment reserves 92 - 92
Net 36,823 - 36,823

381 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

December 31, 2022 Loans (Exclude policy loans and
automatic premium loans)
Loans (Exclude policy loans and
automatic premium loans)
Loans (Exclude policy loans and
automatic premium loans)
Real estate
mortgage
Other
secured loan
Total
Impaired amount 41,048
-
41,048
Less: Impairment reserves 96
-
96
Net 40,952
-
40,952
  • c) For more information relate to statement of changes in loss allowance for loans (Exclude policy loans and automatic premium loans), please refer to note 6(f).

(iii) Liquidity risk

  • 1) The liquidity risk of financial instruments is divided into capital liquidity risk and market liquidity risk. Capital liquidity risk refers to the risk that the Company does not possess sufficient cash and is not able to raise funds in time and finally failed to fulfill the obligation (debt repayment); Market liquidity risk refers to the risk that the Company is not able to settle or offset current position with reasonable market price due to the shallow market depth or market disorder or the oversized possession of the investment position and finally the Company may suffer from losses.

In terms of capital liquidity risk, the Company manages it in two aspects, short term and mid to long term. Except for the capital liquidity ratio set up for the index of measurement and control of short term liquidity, relevant departments have established prompt capital report mechanism and apply proper currency market instruments or foreign exchange derivative instruments for daily capital movement; mid to long term capital liquidity management is reviewed by the Assets and Liabilities Management Committee. The Company applies cash flow analysis model to monitor the coordination of assets and liabilities in order to lower related risks.

Regarding the market liquidity risk, the risk management department of the Company established monitoring mechanism in terms of daily transaction concentration, investment position limit and current assets deployment in order to avoid market liquidity risk.

In addition, the Company established complete crisis management and responding mechanism to cope with significant capital demand of unusual or emergent situations.

The Company possesses sufficient operating funds, including cash and cash equivalents and securities with excellent liquidity such as government bond, to cover the investments and debt repayments. Therefore, the liquidity risk of the Company is extremely low. In addition, the derivative financial instruments the Company engages in, such as forward exchange contracts, are all of highly liquid currencies. The possibility that they are not able to be sold at reasonable prices in the market is minimum, and therefore the market liquidity risk is low. Furthermore, forward exchange contracts which matured are mostly rolled forward and the capital to pay for the settlements is sufficient. Thus, the capital liquidity risk is insignificant.

382 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 2) Maturity analysis for non-derivative financial liabilities

The following table is an analysis of the cash flows of the Company’s non-derivative financial liabilities based on the remaining periods between the reporting date and the repayment date based on the undiscounted cash flows of the financial liabilities, including interest. Therefore, some accounts illustrated below may not match the corresponding accounts on the balance sheet. The expected cash flow of these financial instruments may significantly differ from the analysis in the following table.

December 31, 2023 < 1year 1~5years > 5years Total
Estimated
cash
outflow
from
financial liabilities
Accounts payables
Bonds payable
Lease liabilities
Other
liabilities-Guarantee
deposits received
6,873,520
5,320,500
139,157

5,329,383

-

2,817,000

211,133
36,076
-

1,099,000

-
31,070
6,873,520

9,236,500
350,290
5,396,529
Total 17,662,560
3,064,209

1,130,070

21,856,839
December 31, 2022 < 1year 1~5years > 5years Total
Estimated
cash
outflow
from
financial liabilities
Accounts payables
Bonds payable
Lease liabilities
Other
liabilities-Guarantee
deposits received
4,882,678
320,500
124,546

2,265,004

-

8,104,500

51,488
88,033
-

1,132,000

-
24,240
4,882,678

9,557,000
176,034
2,377,277
Total 7,592,728
8,244,021

1,156,240

16,992,989
  • 3) Maturity analysis for derivative instruments

  • a) Net settlement of derivative instruments

The Company’s net settled derivative instruments included foreign derivative instruments.

instruments.
December 31, 2023 **0~30 days ** **31~90 days ** **91~180 days ** 181 days
~1year
More than
1year
Total
Derivative instruments at fair
value:

Foreign
exchange
derivatives


3,819,966

7,041,631

2,220,039

-
- 13,081,636
Net
cash
flows
inflow
(outflow)

3,819,966

7,041,631

2,220,039

-
- 13,081,636

383 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

December 31, 2022 **0~30 days ** **31~90 days ** **91~180 days ** 181 days
~1year
More than
1year
Total
Derivative instruments at fair
value:

Foreign
exchange
derivatives


(550,245)

2,437,681

758,029

-
- 2,645,465
Net
cash
flows
inflow
(outflow)

(550,245)

2,437,681

758,029

-
- 2,645,465
  • b) Total settlement of derivative instruments

The Company's total settled derivative instruments included the contracts of cross-currency swap.

  • (iv) Market risk

The Company’s exposure to risk arising principally from adverse changes and volatilities in the financial market may cause the risk of change in the fair value and cash flow of all the financial instruments held. The primary categories of market risk include interest rate risk, equity risk, and currency exchange rate risk.

  • 1) Objectives, policies and processes of market risk management arising from financial instruments.

The objective of market risk management is to remains sound finance of the Company. A market risk limit is set for an asset items at fair value, and is reviewed at least once a year. In daily operations, the risks of every assets are calculated daily, and a monthly reviewing system is employed to maintain the Company's financial stability.

  • 2)

  • The measurements of market risk

The Company uses ‚Value at Risk‛ to measure the market risk of various financial instruments, and sets the "market risk limit" to monitor the value changed in relevant financial instruments, and regularly evaluates the rationality of the risk limits.

The Company uses the historical simulation method, selecting 750 days of historical data, 99% of the trust interval and 10 days holding period, to calculate and monitor the daily risk portfolio.

The risks of our financial instruments on December 31, 2023 and 2022 were as follows:

Currency risk
Interest rate risk
The risk of share price
Risk diversification
Total at risk
December 31,
2023
$ 4,804,332
85,696
6,697,035
(5,802,742)
December 31,
2022

3,313,004

812,411

4,686,788

(5,331,623)

$
5,784,321



3,480,580

The risk valuation model has its limitation, the Company regularly tests the market risk to ensure the rationality of the risk valuation model.

384 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

  • 3) Interest rate sensitivity analysis

A change of 100 basis points (‚BPS‛) in interest rates at the end of the reporting period would have increased/(decreased) equity and post-tax profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

The changes of rates Effects onprofits before tax Effects onprofits before tax Effects on other comprehensive income Effects on other comprehensive income
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Major yield curve-up 100 BPS - (4,011)
(775,423)

(3,269,036)
Major yield curve-down 100 BPS - 4,017
434,048

3,904,116
  • 4) Taiwan Stock Exchange Capitalization Weighted Stock Index sensitivity analysis

The table below shows the effects on profits before tax and equities if the Company assumes the other variables remain consistent, Weighted Price Index of the Taiwan Stock Exchange increase or decrease by 10%.

Changes in the Weighted
Stock Index of the Taiwan
Stock Exchange
Effects onprofits before tax Effects onprofits before tax Effects on other comprehensive income Effects on other comprehensive income
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Increase 10% - - 6,390,193
2,657,258
Decrease 10% - - (6,390,193)
(2,657,258)
  • 5) Foreign exchange risk

  • a) The carrying amount of the Company's financial instruments containing foreign currency assets and liabilities at the reporting date are listed as below by each currency.

F inancial assets
Monetary items
USD
AUD
CNY
NZD
HKD
EUR
JPY
SGD
KRW
December 31, 20 23 December 31, 2 022
Local
Currency
Exchange
rate
TWD

853,477,035

4,940,986

12,003,270

1,607,523
-

2,906

80

143

325
Local
Currency
Exchange
rate
TWD

859,951,293

4,923,476

15,024,820

2,842,897

240

2,849

325

140

332
$ 27,768,897
30.74
236,309
20.91
2,780,267
4.32
82,836
19.41
-
-
85
34.01
370
0.22
6
23.28
13,634
0.02

28,004,145
30.71

235,956
20.87

3,384,970
4.44

146,300
19.43
61
3.94

87
32.77

1,397
0.23

6
22.91

13,634
0.02
$
872,032,268
882,746,372

385 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

F Non-monetary items
USD
EUR
HKD
AUD
CNY
JPY
KRW
Derivative
USD
inancial liabilities
Monetary items
USD
Derivative
USD
NZD
AUD
December 31, 20 23 December 31, 2 022
Local
Currency
Exchange
rate
TWD

8,523,659
-

203,717
-
-
-

87,876
Local
Currency
Exchange
rate
TWD

20,803,431

261,578

755,923

202,496

654,746

317,286

89,941
$ 277,327
30.74
-
-
51,774
3.93
-
-
-
-
-
-
3,691,582
0.02
$ -
30.74
$ 171,641
30.74
$ -
30.74
-
-
-
20.91

677,460
30.71
7,983
32.77

191,927
3.94
9,705
20.87
147,518
4.44
1,362,326
0.23

3,691,582
0.02


-
30.71

73,505
30.71

-
30.71
-
19.43

-
20.87

$
8,815,252

23,085,401


13,143,750


6,035,151


5,275,386


2,257,181


19,595
-

42,519


3,137,667

128,535

123,484

$
62,114

3,389,686

b) Foreign exchange sensitivity analysis

The following table shows the impact of 1% fall in the exchange rates of the local currencies to New Taiwan Dollar. It will have profits before tax and equities, considering exchange rate hedging and excluding foreign currency policies.

Unit: Thousand dollar

Currency Exchange
Rate
change
Effects onpretaxprofits Effects onpretaxprofits Effects o n equities
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
USD -1% (2,106,523)
(1,225,654)

(1,748,742)

(1,129,448)
CNY -1% (120,062)
(149,233)

(96,049)

(122,380)
NZD -1% (15,789)
(8,178)

(12,632)

(6,542)
AUD -1% (43,932)
(7,916)

(35,145)

(7,395)
HKD -1% - (2)
-
(3,903)
NZD -1% - - (724)
-

Based on the above assumptions, the Company's actual effects on the foreign exchange net gain/ loss due to the movement in foreign exchange may differ from the results of this sensitivity analysis.

386 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(v) Operational risk

Operational risk is the potential for loss of the Company’s financial instruments arising from the failure of people, process, technology or the impact of external events. The goal of the Company ’ s operational risk management is to set up and implement sufficient risk management mechanisms; therefore, the Company's operation and management goals will be achieved by lowering the operational risk.

The Company sets up business regulations and internal control systems for each of its products and operating activities and the operating units are responsible to comply with them. Based on the laws and regulations, the nature of business and the operating processes, each of the Company’s departments shall execute the procedures of internal control, self-audit and compliance with laws and regulations. Each department shall comply with the laws and regulations, internal chapters and hierarchical authorization to execute operational risk management. The Department of Legal & Compliance shall review all the external contracts or exchanged legal documents, and advice or a legal opinion from external lawyers may be required depending on the situation. Upon material damages or unusual conditions incurred in the internal operations, they shall be reported as the standard procedures and emergency meetings shall also be held to develop risk response strategies.

In addition, every department implemented Risk and Control Self-Assessment (RCSA), which not only included operational risks, but also incorporated various risk factors such as market risk and credit risk, in order to effectively identify, assess, monitor and control the potential operational risks.

The risk management department regularly prepares self-assess overall risk management reports to monitor various business risks across the Company, and to provide advices on overall risk management.

  • (vi) The amendments to interest rate benchmark reform-phase 2

The Company has completed its transition to alternative benchmark rates, the interest rate benchmark reform (IBOR reform), by the end of 2021. The Company’ s remaining IBOR exposures as at 31 December 2022, for financial bonds indexed to US dollar London Inter-bank Offered Rate (US dollar LIBOR) have been automatically converted from US dollar LIBOR to the Secured Overnight Financing Rate (SOFR) in accordance with appropriate fallback clauses.

The following tables show the total amounts of unreformed contracts and those with appropriate fallback language on December 31, 2023 and 2022. The amounts of financial assets are shown at their carrying amounts.

are shown at their carrying amounts.
USD LIBOR
Total amount of
Amount with
unreformed appropriate
contracts fallback clause
December 31, 2023
Financial assets
Financial bonds $
-
2,182,970

387 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

USD LIBOR
Total amount of
Amount with
unreformed appropriate
contracts fallback clause
December 31, 2022
Financial assets
Financial bonds $
-
13,263,078
  • (ab) Nature and extent of risks from insurance contracts

  • (i) Objectives, policies, processes and methods for managing risks arising from insurance contracts.

    • 1) Risk management's structure, organization and the authority scope

Please refer to note 6(aa)(i).

  • 2) The scope and nature of the risk reporting and measurement system Please refer to note 6(aa)(i).

  • 3) The procedures for enduring, monitoring, supervising and controlling insurance risks, and policies to ensure appropriate risk classification and premium level.

  • a) Insurance risk management procedures.

    • i) The relevant departments shall identify the risks that may arise from its business.

    • ii) The relevant departments shall analyze the possibility of the risk and the impact on the company as the basis for the management and monitoring of the subsequent risks.

    • iii) The relevant departments should measure and summarize the risks, and take appropriate response.

  • b) Underwriting policy

To maintain the quality, and reduce the potential risk, of underwriting, the Company has prepared a manual on underwriting for guidance to assist the underwriters to easily identify different types of risks in a case-to-case basis in order to appropriately assess every risk to ensure a fair and reasonable judgment and to avoid adverse selection. In addition, the Company make rules on the system to improve its administrative efficiency and reduce human error. Moreover, insurance underwriters are trained professionally to enhance the ability of risk ’ identification, ensuring the quality of solicitation, the safety of the Company s operation and providing customers full insurance coverage.

388 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 4) Assessing and managing the insurance risks on the corporate base.

The principal risks of the Company's issuance of insurance contracts are as follows.

  • a) Capital allocation risk: Risks arose from asset allocation that is not appropriate for characteristics of commodities.

  • b) Reinsurance risk: Risks arose from improper reinsurance planning.

  • c) Underwriting risk: Risks arose from improper underwriting control.

  • d) Commodity structure risk: Risks arose from improper product design and pricing.

  • 5) Limit or transfer risk exposure and avoid inappropriate risk concentration.

For the risks above, the Company’s methods are as follows:

  • a) Capital allocation planning: Reduce the risk of capital allocation through investment risk control and interest rate risk control, and effectively manage the risk of interest rate fluctuations in the portfolio.

  • b) Reinsurance planning: Through reinsurance, transfer all or part of the risk to the third party.

  • c) Underwriting control: Conduct insured limit, insured age limit, underwriting policies, risk control measures and necessary sales descriptions to reduce the risk of underwriting.

  • d) Commodity structure design: Conduct profit analysis, sensitivity test, check the ratio of the annual termination fee and the premiums paid for each policy, compared with similar products in the industry to ensure the design, pricing, and the rationality of the structure.

  • 6) Assets and liabilities management.

  • a) Risk identification

Risks include at least three of the following factors.

  • i) Market risk: Mainly due to changes in interest rates, causing the difference between the change of price in assets and liabilities.

  • ii) Liquidity risk: Mainly refers to the absence of sufficient cash or liquidity assets to meet cash expenditures.

  • iii) Insurance risk: Mainly refers to the behavior of the guarantor causing cash flow of liabilities and assets cannot corporate to each other.

389 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • b) Risk measurement

The measurement methods are as follows:

  • i) Effective duration or effective convexity analysis.

  • ii) Cash flow management

  • iii) Deterministic scenario analysis

  • iv) Stress test

  • c) Risk response

Measure and summarize the risks and submit them regularly to the Risk Management Committee for review and discussion in order to conduct appropriate and feasible response.

  - i) Risk avoidance: Not to engage in or carry out the business activities or trade its assets and commodities.

  - ii) Risk transfer: Transfer all or part of the asset or liability risk to the third party through reinsurance or hedging.

  - iii) Risk control: Take appropriate control measures to reduce the possibilities of risk and the negative impacts.
  • (ii) Insurance contracts' credit risk, liquidity risk and market risk.

  • 1) Credit risk

To the Company, the credit risk includes the risk that the reinsurer will fail to meet the obligations of the reinsurance contract, causing loss to the insurer. Financial guarantee contract means that the guarantor must make up for the loss of the contract holder when the debtor cannot pay the debt. The Company does not hold a financial guarantee contract. To avoid the above risks, the Company follow the ‚Regulations Governing Insurance Enterprises Engaging in Operating Reinsurance and Other Risk Spreading Mechanisms‛ to arrange reinsurance. Also, these reinsurance companies have certain credit rating which meet the requirements of reinsurer, and the credit ratings are periodically evaluated.

According to ‚The Provision of Unqualified Reinsurance Reserve‛ fifth point, the Company disclosed the ceding of the unqualified reinsurance in its financial statements and the substance including the summary of unqualified reinsurance contracts and related sort, unqualified reinsurance expense, the amount of the unqualified reinsurance reserve, and the principled summary of the composition.

390 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • 2) Liquidity risk

The Company uses cash flow maturity analysis to assess liquidity risk. As of December 31, 2023 and 2022, the liquidity risks of the Company’s insurance contract net cash outflow (Inflow) are as follows:

Unit: Million dollar

December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2023
Less than
1year
1~3
years
3~5
years
5~15
years
Above
15years
Insurance
liabilities
with
discretion to participate in
the
characteristic
investment contract
$ 9,725 20,529 29,294 295,766
3,134,652
Unit: Million dollar
December 31, 2022
Less than
1year
1~3
years
3~5
years
5~15
years
Above
15years
Insurance
liabilities
with
discretion to participate in
the
characteristic
investment contract
$ 195 5,669 20,085 311,433
3,015,759

Unit: Million dollar

Note: The form above is not able to do reference with the balance sheet, due to the contract is not discounted cash flow analysis of the maturity date, including the future renewal of premium income cash inflows.

  • 3) Market risk

  • a) When the Company assesses the properness of the insurance liabilities, the company's overall return on investment (ROI) is the basis for discounting, so the market risk is reflected in the discount rate. Market risk includes at least the following four risk factors.

    • i) Interest rate risk: Refers to the impairment of assets due to the changes of interest rate.

    • ii) Exchange rate risk: Refers to the impairment of assets due to the changes of exchange rates.

    • iii) Equity securities risk: Refers to the impairment of market value due to the fluctuation of equity asset price.

    • iv) Commodity risk: Refers to the impairment of market price due to the fluctuation of commodity price.

  • b) Market risk measurement: The Company performs discount rate sensitivity analysis to measure the impact of market risk.

391 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  - c) Measurements to reduce the impact causing by changes in market.

     - i) Assets: Regularly calculate market risk, and conduct periodic risk reports to understand the market risk of the assets.

     - ii) Liabilities: Issuance of separate account contracts and floating rate contracts to reduce the market risk.

     - iii) Assets and liabilities: Reduce the duration differences between assets and liabilities to reduce the impact of market risk.
  • (iii) When derivative embedded commodity is not measured at fair value, the market risk of the derivative embedded commodity is as follows:

  • 1) The Company issues three types of derivative embedded commodity that are not valued at market price.

    • a) First type: The contract holder has the option to terminate the contract on agreed value.

    • b) Second type: Derivative embedded commodity with guaranteed minimum interest rate: the interest rate is used to determine the termination value or the maturity value, and the contract is issued at the money or out of the money, and without the leverage effect.

    • c) Third type: The death benefit is the greater of the following.

      • i) The unit value of investment fund (equivalent to the compensation for termination or maturity value)

      • ii) Guaranteed minimum payment.

  • 2) Market risk exposure information.

    • a) First type: Company’s overall return on investment is lower than the average estimated interest rate.

    • b) Second type: Company's overall return on investment or segmental return on assets is lower than the estimated interest rate.

    • c) Third type: Value of the separate account declined rapidly, resulted in value lower than guaranteed minimum amount of the death benefits, thus the cost of life insurance is insufficient.

  • (iv) Insurance risk information.

  • 1) Sensitivity of insurance risk- Insurance contract and financial products with discretionary participation.

Information on the impact of net income before tax and equity.

392 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Unit: Thousand dollar

Unit: Thousand dollar Unit: Thousand dollar Unit: Thousand dollar
Actuarial assumptions December 31, 2023
Change
assumption
Effect on profits
before tax
Effect on equity
Life table / morbidity +10% (1,917,449)
(1,533,959)
-10% 1,917,449
1,533,959
Return on investment / discount rate +0.25% 3,291,720
2,633,376
-0.25% (3,291,720)
(2,633,376)
Fee +10% (437,594)
(350,075)
-10% 437,594
350,075
Retreat rate and termination rate +10% 119,925
95,940
-10% (119,925)
(95,940)

Unit: Thousand dollar

Actuarial assumptions December 31, 2022 December 31, 2022 December 31, 2022
Change
assumption
Effect on profits
before tax
Effect on equity
Life table / morbidity +10% (1,724,316)
(1,379,453)
-10% 1,724,316
1,379,453
Return on investment / discount rate +0.25% 3,258,139
2,606,511
-0.25% (3,258,139)
(2,606,511)
Fee +10% (441,209)
(352,967)
-10% 441,209
352,967
Retreat rate and termination rate +10% 119,405
95,524
-10% (119,405)
(95,524)

The table illustrates the impact of changing in net income before tax refers for the years ended December 31, 2023 and 2022. Impact of equity is based on 20% tax rate.

  • 2)

  • Description of Insurance risk concentration

  • a) When identifying insurance risk concentration, excludes the factor of reinsurance, the following situations may cause insurance risk concentration.

  • i) Currently, the Company does not cover contracts with risk that the occurrence is low, but the impact is significant.

  • ii) Risk exposure of multiple contracts causing by one single situation such as significant terrorist attack.

  • iii) Risk exposure caused by unexpected changes, such as mortality rate, morbidity, or changing behavior of the insured.

393 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  - iv) Significant changes of financial market conditions, causing the policyholders' option becomes in the money.

  - v) Significant lawsuit or legal risk, resulting in a significant loss in a single or multiple contracts, such as large sum of indemnity and reputation loss after losing the lawsuit.

  - vi) The interrelationships and interactions between risks, such as the underwriting policy may be for clients that have specific behavior.

  - vii) A key variable is close to a significant factor to influence the future cash flow in nonlinear relationship.

  - viii) Regional and industrial risks, the Company's business in the north, middle and south three areas, marketing objects are not targeted for specific groups. This items should be insurance risk diversification.
  • b) In accordance with "Regulations Governing Insurance Enterprises for Setting Aside Various Reserves," the Company set aside special catastrophe reserve to cover significant claims resulting from major accidents that will incur in the future, and special risk-volatility to cover change in loss rate by each type of insurance and abnormal claims. On January 1, 2011, the annual increase in deposits should be in accordance with the IAS 12 after deducting the income tax under other comprehensive income of shareholder's equity.

  • 3) Claims development trend

On December 31, 2023 and 2022, the accumulated claims amount are as follows:

  • a) Claims development trend of direct business.

December 31, 2023

Accident
Year
Years of development Years of development Years of development Years of development Claims
Reserve
0 1 2 3 4 5 6 7 8 9 10 11
2012 $ 3,637,72 4
3,705,026

3,728,37
6
3,740,36
0
3,744,58
6
3,757,40
9
3,757,409

3,757,40
9
3,757,40
9
3,757,40
9
3,757,409

4,393
2013 3,073,53 9
3,830,49
8
3,913,358

3,924,58
6
3,930,77
5
3,941,69
6
3,941,69
6
3,941,696

3,941,69
6
3,941,69
6
3,941,696
3,941,696
732
2014 3,338,13 6
4,124,06
4
4,213,515

4,229,42
5
4,241,09
0
4,256,18
4
4,256,18
4
4,256,184

4,256,18
4
4,256,184
4,256,18 4
4,256,184

2,196
2015 3,676,77 5
4,542,44
2
4,632,340

4,667,44
9
4,689,28
4
4,705,70
5
4,705,70
5
4,705,705

4,705,705
4,705,70 5
4,705,70
5
4,705,705

2,235
2016 4,125,33 5
5,152,19
0
5,301,784

5,376,91
3
5,445,70
5
5,487,71
0
5,487,71
0
5,487,710
5,487,71 0
5,487,71
0
5,487,71
0
5,487,710

1,040
2017 3,321,72 2
4,084,43
0
4,165,036

4,179,80
6
4,186,41
5
4,190,52
2
4,190,522

4,190,522

4,190,52
2
4,190,52
2
4,190,52
2
4,190,522

-
2018 4,105,12 0
4,994,68
0
5,079,467

5,091,28
6
5,097,61
8
5,102,540
5,102,54 0
5,102,540

5,102,54
0
5,102,54
0
5,102,54
0
5,102,540

-
2019 4,835,23 0
5,816,52
6
5,912,188

5,934,85
2
5,945,649
5,950,98 2
5,950,98
2
5,950,982

5,950,98
2
5,950,98
2
5,950,98
2
5,950,982

5,333
2020 5,257,31 4
6,403,17
6
6,514,194

6,544,959
6,552,83 2
6,558,74
2
6,558,74
2
6,558,742

6,558,74
2
6,558,74
2
6,558,74
2
6,558,742

13,783
2021 5,814,21 3
7,126,91
9
7,283,549
7,309,96 6
7,318,81
0
7,325,43
6
7,325,43
6
7,325,436

7,325,43
6
7,325,43
6
7,325,43
6
7,325,436

41,886
2022 6,801,64 8
8,257,224

8,394,333

8,422,86
6
8,432,62
8
8,440,40
4
8,440,40
4
8,440,404

8,440,40
4
8,440,40
4
8,440,40
4
8,440,404

183,180
2023 7,849,896 9,452,74 5
9,604,043

9,635,37
7
9,646,46
3
9,655,42
7
9,655,42
7
9,655,427

9,655,42
7
9,655,42
7
9,655,42
7
9,655,427

1,805,532
Total
Reported unpaid claims- long- term insurance
Unreported unpaid claims reserve
Add: Reported but not approved claims (exclude contracts
Balance of claims reserve
with financial product nature) $ 2,060,310
271,000

$
2,331,310

$ 1,798,565
532,745

$
2,331,310

394 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

December 31, 2022

December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
Accident
Year
Years of development Claims
Reserve
0 1 2 3 4 5 6 7 8 9 10
2012 2,961,202
3,637,724

3,705,026

3,728,376

3,740,360

3,744,586

3,757,409
3,757,409 3,757,409
3,757,409
3,757,409
300
2013 3,073,539
3,830,498

3,913,358

3,924,586

3,930,775

3,941,696

3,941,696

3,941,696

3,941,696

3,941,696

3,941,696

2,027
2014 3,338,136
4,124,064

4,213,515

4,229,425

4,241,090

4,256,184

4,256,184

4,256,184
4,256,184
4,256,184

4,256,184

2,139
2015 3,676,775
4,542,442

4,632,340

4,667,449

4,689,284

4,705,705

4,705,705

4,705,705

4,705,705

4,705,705

4,705,705

2,852
2016 4,125,335
5,152,190

5,301,784

5,376,913

5,445,705

5,487,710

5,487,710

5,487,710

5,487,710

5,487,710

5,487,710

6,417
2017 3,321,722
4,084,430

4,165,036

4,179,806

4,186,415
4,190,522
4,190,522

4,190,522

4,190,522

4,190,522

4,190,522

-
2018 4,105,120
4,994,680

5,079,467

5,091,286

5,097,618

5,104,032

5,104,032

5,104,032

5,104,032

5,104,032

5,104,032

6,414
2019 4,835,230
5,816,526

5,912,188
5,934,852
5,942,169

5,949,360

5,949,360

5,949,360

5,949,360

5,949,360

5,949,360

14,508
2020 5,257,314
6,403,176

6,514,194

6,534,409

6,542,411

6,550,264

6,550,264

6,550,264

6,550,264

6,550,264

6,550,264

36,070
2021 5,814,213
7,126,919

7,246,643

7,268,935

7,277,831

7,286,559

7,286,559

7,286,559

7,286,559

7,286,559

7,286,559

159,640
2022 6,801,648
8,199,282

8,329,400

8,354,002

8,363,991

8,373,854

8,373,854

8,373,854

8,373,854

8,373,854

8,373,854

1,572,206
Total
Reported unpaid claims- long- term insurance
Unreported unpaid claims reserve
Add: Reported but not approved claims (exclude contracts with financial product nature)
Balance of claims reserve
$ 1,802,573
275,255

$
2,077,828

$ 1,594,026
483,802

$
2,077,828

b) Claims development trend of retention business

December 31, 2023

Accident
Year
Years of development Years of development Years of development Years of development Years of development Years of development Years of development Years of development Years of development Years of development Claims
Reserve
0 1 2 3 4 5 6 7 8 9 10 11
2012 2,955,809
3,626,644
3,693,946
3,717,296

3,729,063

3,733,289

3,746,112

3,746,112

3,746,112

3,746,112

3,746,112

3,746,112

4,393
2013 3,069,522
3,823,459
3,906,315
3,917,543

3,923,732

3,934,731

3,934,731

3,934,731

3,934,731

3,934,731

3,934,731

3,934,731

732
2014 3,329,954
4,115,758
4,204,403
4,220,261

4,231,926

4,247,020

4,247,020

4,247,020

4,247,020

4,247,020

4,247,020

4,247,020

2,196
2015 3,666,549
4,525,082
4,614,119
4,649,228

4,671,063

4,687,484

4,687,484

4,687,484

4,687,484

4,687,484

4,687,484

4,687,484

2,235
2016 4,110,406
5,127,656
5,276,209
5,350,309

5,416,238

5,458,244

5,458,244

5,458,244

5,458,244

5,458,244

5,458,244

5,458,244

6,417
2017 3,312,168
4,072,218
4,151,157
4,165,926

4,172,536

4,176,643

4,176,643

4,176,643

4,176,643

4,176,643

4,176,643

4,176,643

-
2018 4,079,265
4,962,152
5,042,631
5,054,450

5,060,783

5,065,705

5,065,705

5,065,705

5,065,705

5,065,705

5,065,705

5,065,705

-
2019 4,823,566
5,800,141
5,895,715
5,918,378

5,929,175

5,934,507

5,934,507

5,934,507

5,934,507

5,934,507

5,934,507

5,934,507

5,332
2020 5,242,219
6,371,927
6,482,945
6,513,710

6,521,519

6,527,406

6,527,406

6,527,406

6,527,406

6,527,406

6,527,406

6,527,406

13,695
2021 5,772,234
7,054,832
7,210,967
7,237,042

7,245,756

7,252,325

7,252,325

7,252,325

7,252,325

7,252,325

7,252,325

7,252,325

41,358
2022 6,734,861
8,166,752

8,301,747

8,329,969

8,339,599

8,347,295

8,347,295

8,347,295

8,347,295

8,347,295

8,347,295

8,347,295

180,543
2023 7,762,975
9,327,452
9,476,081
9,507,030

9,517,956

9,526,813

9,526,813

9,526,813

9,526,813

9,526,813

9,526,813

9,526,813

1,763,838

395 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

December 31, 2022

December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2022
Accident
Year

Years of development
Claims
Reserve
0 1 2 3 4 5 6 7 8 9 10
2012 2,955,809
3,626,644

3,693,946

3,717,296

3,729,063

3,733,289

3,746,112

3,746,112

3,746,112

3,746,112

3,746,112

300
2013 3,069,522
3,823,459

3,906,315

3,917,543

3,923,732

3,934,731

3,934,731

3,934,731

3,934,731

3,934,731

3,934,731

2,026
2014 3,329,954
4,115,758

4,204,403

4,220,261

4,231,926

4,247,020

4,247,020

4,247,020

4,247,020

4,247,020

4,247,020

2,139
2015 3,666,549
4,525,082

4,614,119

4,649,228

4,671,063

4,687,484

4,687,484
4,687,484
4,687,484

4,687,484

4,687,484

2,852
2016 4,110,406
5,127,656

5,276,209

5,350,309

5,416,238

5,458,244

5,458,244

5,458,244

5,458,244

5,458,244

5,458,244

6,417
2017 3,312,168
4,072,218

4,151,157

4,165,926

4,172,536
4,176,643
4,176,643

4,176,643

4,176,643

4,176,643

4,176,643

-
2018 4,079,265
4,962,152

5,042,634

5,054,453
5,060,785
5,067,140

5,067,140

5,067,140

5,067,140

5,067,140

5,067,140

6,355
2019 4,823,566
5,800,141

5,895,715

5,918,378

5,925,688

5,932,875

5,932,875

5,932,875

5,932,875

5,932,875

5,932,875

14,497
2020 5,242,219
6,371,927

6,482,945

6,503,033

6,510,987

6,518,798

6,518,798

6,518,798

6,518,798

6,518,798

6,518,798

35,852
2021 5,772,234 7,054,832
7,172,140

7,194,180

7,202,979

7,211,621

7,211,621

7,211,621

7,211,621

7,211,621

7,211,621

156,789
2022 6,734,861
8,112,594

8,240,709

8,265,068

8,274,958

8,284,727

8,284,727

8,284,727

8,284,727

8,284,727

8,284,727

1,549,866

The Company recognizes the claims reserve based on expected future payments and handling charges of both reported and unreported claims. Provision for claims reserves contains highly complexity because it involves many uncertainties, estimations, and judgments. Any changes in estimation and judgment are regarded as changes in accounting estimates; the effect from the changes will book in the net income of current period. Some claims might be delayed reporting to the Company. When estimating the expected possible claims of unreported claims, the Company may get involved in previous claim experiences and subjective judgments. Therefore, the claims reserve recognized at balance sheet date cannot be confined as the same as the final claim payments. Claims reserve recognized is estimated based on the current available information. However, the final result may be departed from the initial estimation subject to the subsequent claims development.

The tables above present the development trend of claim. Each accident year means claim year, the horizontal represents the development years of the claim, and each bold line represents the accumulated incurred claims amount of each accident year on December 31. The claims amount contains the approved and non-approved claims that express the way the Company estimates claims amount of each accident year through time passing. Situations and trends that affecting amount of setting aside for reserves may differ in the future. Therefore, expected future claims payments will not be decided by the table above.

(ac) Capital management

Based on the capital adequacy ratio laws and regulations stipulated by the Insurance Bureau of the Financial Supervisory Commission, the Company will be able to strengthen the ability to exercise solvency at risk, to protect the interests of policyholders, and to realize the interests of shareholders and other interested parties, through the semi-annual and annual capital adequacy reports, the net worth ratio report, internal periodic assessment and risk management operations.

The company’s capital management is also subject to the relevant R.O.C. regulations, for example, security of business deposited in the Central Bank of the Republic of China, provisions of legal reserve and special reserve, and so on. Please refer to note 6(x) and 8.

396 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

According to the ‚Regulations Governing Capital Adequacy of Insurance Companies,‛ the risk-based capital ratio (hereinafter referred to as the ‚RBC ratio‛) equals to adjusted net capital ratio divided by RBC ratio, and the net worth ratio equals to owners’ equity in audited financial statement divided by total assets excluding the separate account assets. The Company uses the lower rate of RBC ratio and net worth ratio as its risk-based capital ratio level. When the RBC ratio of an insurance company indicates its capital is inadequate, significantly inadequate or seriously inadequate, the insurance company shall not buy back its stock shares and distribute its net income of the year for which the RBC Ratio Report is filed. Also, the competent authority may take necessary supervisory measures in accordance with paragraph 6, article 143 and section 1, paragraph 3, article 149 of the Insurance Law. Due to the influence of the Russian-Ukrainian war, the major fluctuations of the global economy, and the changes in laws and regulations, the Company’s RBC ratios and net worth ratios failed to achieve the required minimum rate established by the administration in 2022. In addition, the unexpected high hedging cost in 2023 resulted in unsatisfactory profits for the Company, therefore, the Company’s RBC ratio and net worth ratio also failed to achieve the required minimum rate established by the administration in 2023. In order to increase the RBC ratios and net worth ratios, the Company has developed an improvement plan specifically targeting to increase its working capital and strengthen its financial structure. The completion of the above-mentioned improvement plan will result in an the increase in both RBC ratios and net worth ratios of the Company.

  • (ad) Changes of liabilities arising from financing activities

The Company’s financing activities which did not affect the current cash flow for the years ended December 31, 2023 and 2022, were as follows:

  • (i) The Company acquires right-of-use assets under operating and finance leases. Please refer to note 6(i).

  • (ii) Reconciliations of liabilities arising from financing activities were as follows:

January 1, Non-cash December 31,
2023 Cash flows change 2023
Guarantee deposits received $ 2,377,277 3,019,252 - 5,396,529
Lease liabilities 174,634 (185,414) 353,763 342,983
Bonds payable 8,500,000 - - 8,500,000
Total liabilities arising from financing
activities $ 11,051,911 2,833,838 353,763 14,239,512
January 1, Lease December 31,
2022 Cash flows change 2022
Guarantee deposits received $ 1,652,490 724,787 - 2,377,277
Lease liabilities 241,597 (187,117) 120,154 174,634
Bonds payable 8,500,000 - - 8,500,000
Total liabilities arising from financing
activities $ 10,394,087 537,670 120,154 11,051,911

397 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(ae) Involvement with unconsolidated structured entities

The Company holds the following structured entities. The assessment shows that the Company has no control over its entities and is not exposed to their variable returns. Therefore, they are not consolidated into the Company's financial report.

Type
Securitization
vehicles
Private equity fund
REIT securities
Transfer of REIT
Nature and purpose
The Company purchases securitization vehicles to
gain profits, interests and other incomes to
improve
its
investment
income,
including
fixed-income
securities,
financial
asset
securitization beneficial securities, asset-backed
commercial paper conduit, collateralized loan
obligations, and mortgage- backed securitizations.
The vehicles were financed by issuing various
Level (tranche) bonds to investors.
The Company invests in the private equity fund
and manages the trust assets by the third party, and
then distributes the fund proceeds to the
consolidated company to increase the investment
income.
The vehicles are financed by issuing the funds
(unit) to the investors.
The Company invests in titles or issues certificates
on REIT funds delivered by the trustee, evidencing
the beneficiary interests in the trust property in
terms of the principal and profits, interest, and
other proceeds accrued.
The vehicles were financed by issuing the
document of the titles or the certificate on REIT
funds delivered by the trustee.
The Company invests in the transfer of REIT in
order to benefit from the proceeds of the
development or sale of the property.
The vehicles are financed by issuing the transfer of
trusts to the investors.
Interest of the Company
Securitization vehicles
Unit of the private equity
funds
Unit of REIT securities
Unit of REIT securities

The Company considers the natures of various structured entities, and disclosure its scale of net assets, total assets or total outstanding principal. Those scales on December 31, 2023 and 2022, are as follows.

Securitization vehicles
Private equity fund
REIT beneficiary securities
Total
Scale
Total balances
Total outstanding principal
Total outstanding principal
December 31,
2023
$ 20,829,420
13,521,012
-
December 31,
2022

23,898,752

11,521,790
312,653,990
$
34,350,432


348,074,532

398 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The following table summarizes the carrying amount of the Company's maximum exposure to loss from its involvement with its unconsolidated structured entities on December 31, 2023 and 2022.

December 31, 2023 Financial assets
measured at
FVTPL

Financial assets
measured at
FVOCI

Financial assets
measured at
amortized cost

Total
Securitization vehicles - - 11,417,966
11,417,966
Private equity fund 1,368,753
-
- 1,368,753
Total 1,368,753
-
11,417,966
12,786,719
December 31, 2022 Financial assets
measured at
FVTPL

Financial assets
measured at
FVOCI

Financial assets
measured at
amortized cost

Total
Securitization vehicles - - 12,418,838
12,418,838
Private equity fund 1,166,876
-
- 1,166,876
REIT beneficiary securities 132,809
-
- 132,809
Total 1,299,685
-
12,418,838
13,718,523

For the years ended December 31, 2023 and 2022, the Company did not provide unconsolidated structured entities financial or other support, and had no intention to provide structured entities financial or other support, either. For the years ended December 31, 2023 and 2022, loss related to interest of unconsolidated structured entities did not occur.

  • (af) Transfer of financial assets

The transferred financial assets of the Company that are not qualified for de-recognition in the daily operation, are government bonds under repurchase agreements. Since the right to receive cash flow is transferred and it reflects the associated liabilities to repurchase transferred financial assets at fixed price in future period, the Company cannot use, sell or pledge these transferred financial assets during the valid transaction period. The Company is still exposed to market risks, and therefore do not completely derecognize the transferred assets.

For the years ended December 31, 2023 and 2022, there were no transfer of financial assets.

(7) Related-party transactions:

  • (a) Parent company and ultimate controller

Mercuries & Associates, Holding Ltd is the Parent company and ultimate controlling party of the Group; Mercuries & Associates, Holding Ltd has prepared a consolidated financial report for public use.

399 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (b) Names and relationship with related parties

Related companies trading within the financial reporting period are as follows:

Name of the related party
Mercuries & Associates Holding Ltd.
Fuh Hwa Securities Investment Trust Co., Ltd.
Horizon Securities Co., Ltd
CMG International Two Co., Ltd.
Mercuries & Associates Ltd.
Mercuries Furniture Co., Ltd.
Mercuries & Associates Ltd. Employee Welfare Committee
SCI Pharmtech Inc.
Horizon Securities Investment Consultant Co., Ltd
Criminal Investigation and Prevention Association, R.O.C.
Taiwan Slow Pitch Softball Association
Mercuries Insurance Agency
Mercuries Liquor & Food Co., Ltd.
Taiwan Tee Ball Association
Sanyou Drugstores, Ltd.
Simple Mart Retail Co., Ltd.
Police Academics Foundation
Taiwan Masters Golf Foundation
Mercuries F&B Co., Ltd. Employee Welfare Committee
Mercuries F&B Co., Ltd.
Mercuries Fu Bao Ltd.
Mercuries Data Systems Ltd.
Simple Mart Plus Co., Ltd.
Digicentre Co., Ltd.
Sanor Co., Ltd.
Shufeng Investment Co., Ltd.
Key management personnel of the Company or the Group
Relationship with the Company
Parent company
Associate(Note)
Associate
Associate
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
The parent company’s chairman, the
chairman, directors (including
independent directors), general
manager, deputy general manager and
department head of the Company.

400 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD. Notes to the Financial Statements

Name of the related party Relationship with the Company Other related people. The spouses, the second immediate family of the chairman and general manager of the Company. The spouses of the directors (including independent directors) and the managerial officer of the Company.

Other related parties

Note: The Company lost its significant influence over the associate in the first quarter of 2023. Thus, the associate was no longer a related party of the Company since the first quarter of 2023.

  • (c) Significant transaction with related- party

  • (i) Secured loan

The details of real estate mortgage and movable property mortgage for key management personnel and other related people were as follows:

Real estate mortgage and movable property mortgage
Interest receivable
Interest revenue
Interest rate range
(ii)
Premium income
Associate
Key management personnel of the Company or the Parent company
Other related parties
December 31,
2023
$
51,452
December 31,
2022
72,863

$
27

34
2023
$
1,114
2022
1,180

1.31%~2.07%
2022
2,071
4,897
27,311

$
35,496

34,279
  • (iii) Leases

The Company rented the building for office and parking lot and renewed a 2 year lease contract with the parent company amounted to $45,317 thousand in January 2022. One of the buildings, where the Company leased for its office and parking lot use, had been disposed by Mercuries & Associates Holding Ltd. on December 15, 2022. For the years ended December 31, 2023 and 2022, the Company recognized interest expense amounted to $7 thousand and $326 thousand, respectively; as of December 31, 2023 and 2022, the balance of lease liability was amounted to $0 thousand and $1,441 thousand, respectively.

401 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The Company rented the building for office and parking lot and renewed a 2 year lease contract with Mercuries Fu Bao Ltd. amounted to $27,528 thousand in January 2022. The building, where the Company leased for its office and parking lot use, had been disposed by Mercuries Fu Bao Ltd. on December 15, 2022. For the years ended December 31, 2023 and 2022, the Company recognized interest expense amounted to $0 thousand and $197 thousand, respectively; as of December 31, 2023 and 2022, the balance of lease liability was amounted to both $0 thousand.

  • (iv) Prepaid expense
both $0 thousand.
Prepaid expense
Other related parties December 31,
2023
$
815
December 31,
2022
9

The details above are fees for electronic commerce platform, software and gift certificate.

  • (v) Property transactions

  • 1) Purchases of property, plant and equipment and other assets

December 31,
2023
December 31,
2022
Other related parties
$
-
1,628
The details above are information on equipment, business platform, application software,
and office equipment. Accounts payables from the above transactions are as follows:
December 31,
2023
December 31,
2022
Other related parties
$
-
528
2)
Disposals of property, plant and equipment
2023
2022
Disposal
proceeds
Gain on
disposal
Disposal
proceeds
Gain (loss) on
disposal
Mercuries Data Systems Ltd.
$
-
-
283,000
168,452
December 31,
2023
December 31,
2022
Other related parties
$
-
1,628
The details above are information on equipment, business platform, application software,
and office equipment. Accounts payables from the above transactions are as follows:
December 31,
2023
December 31,
2022
Other related parties
$
-
528
2)
Disposals of property, plant and equipment
2023
2022
Disposal
proceeds
Gain on
disposal
Disposal
proceeds
Gain (loss) on
disposal
Mercuries Data Systems Ltd.
$
-
-
283,000
168,452
December 31,
2023
December 31,
2022
Other related parties
$
-
1,628
The details above are information on equipment, business platform, application software,
and office equipment. Accounts payables from the above transactions are as follows:
December 31,
2023
December 31,
2022
Other related parties
$
-
528
2)
Disposals of property, plant and equipment
2023
2022
Disposal
proceeds
Gain on
disposal
Disposal
proceeds
Gain (loss) on
disposal
Mercuries Data Systems Ltd.
$
-
-
283,000
168,452
December 31,
2023
$
-
December 31,
2023
$
-
December 31,
2023
$
-
December 31,
2022
1,628
$ 528
2022
Disposal
proceeds
Gain (loss) on
disposal
283,000
168,452
Disposal
proceeds
Gain on
disposal

Disposal
proceeds
$
-
-

The details above are information on equipment, business platform, application software, and office equipment. Accounts payables from the above transactions are as follows:

The Company entered into an agreement with Mercuries Data Systems Ltd. for the disposal of its land and building located at the 4F of Taipei World Trade Building in Xinyi Dist., Taipei City, at a total amount of $283,000 thousand (including VAT), of which, the land area of 47.43 square meters amounted to $235,184 thousand (including VAT), and the building amounted to $47,816 thousand (including VAT). As of December 31, 2022, the transfer procedure has been completed.

  • (vi) Outsourcing of investment management service

The Company appoints its associates as its fund manager of its investment portfolios. The management expenses charged by associates during each period were as follows:

Fuh Hua Securities Investment Trust Co., Ltd. 2023
$
-
2022
6,035

402 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Account payables from above transactions are as follows:

Fuh Hua Securities Investment Trust Co., Ltd.
(vii) Other operating expense
Parent company
Associate
Other related parties
December 31,
2023
$
-
December 31,
2022
-
2023
$ 1,650
9,594
54,506
2022

1,539

9,508

65,169

$
65,750



76,216

The above transactions were computer expenses, system maintenance fees and advertising expenses. Accounts payables from above transactions were as follows:

Associate
Other related parties
(viii) Rental income
Other related parties
December 31,
2023
$ 310
646
December 31,
2022

400

-
$
956

400
2023
$
16,507
2022

15,032

The agreed rental revenues are based on the real estate leasing quotes, and are received monthly.

  • (ix) Guarantee deposits received
Other related parties
(x)
Service fee income and non-operating income and expense
Associate
Other related parties
December 31,
2023
$
3,082
December 31,
2022

3,082

2023
$ 7,533
450


2022

25,079

432
$
7,983

25,511

The Company held funds issued by associates under FVOCI assets. The balances at the end of the period were as follows:

Funds December 31,
2023
$
-
December 31,
2022
106,350

403 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(xi) Service fee expense

The service fee expenses related to purchase securities through the Company's associate were as follows:

Associate 2023
$
12,558
2022
9,500

For the years ended December 31, 2023 and 2022, the service fee related to stock purchase amounted to $7,018 thousand and $5,159 thousand, respectively, which were recognized as cost of stock purchase; and the service fee from selling stock amounted to $5,540 thousand and $4,341 thousand, respectively, which were recognized as cost of stock disposal.

  • (xii) The Company held information of the securities measured by the equity method please refer to Note 6(d).

(xiii) Bonds payable

The Company issued the first perpetual cumulative subordinated corporate bonds amounting to $1,000,000 thousand. As mentioned above, the amounts of the bonds held by the related parties were as follows:

Parent company
Associate
Other related parties
December 31,
2023
$ 250,000
200,000
60,000
December 31,
2022

250,000

200,000
60,000

$
510,000

510,000

The above transactions of interest expense and accrued interests were as follows:

Interest expense:

Interest expense:
Parent company
Associate
Other related parties
2023 2022
$ 8,250
6,600
1,980

8,250

6,600
1,980

$
16,830

16,830

Accrued interests:

Parent company
Associate
Other related parties
December 31,
2023
$ 2,554
2,043
613
December 31,
2022

2,554

2,043
613
$
5,210
5,210

404 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(xiv) Salaries of key management personnel were as follows:

Short term employee benefit
Post- employment benefit plan
Share-based payments
2023
$ 185,993
4,820
217
2022

204,583

4,993
1,327
$
191,030

210,903

(8) Pledged assets:

The carrying amounts of the Company’s pledge assets were as follows:

Asset name
Government bonds
Government bonds
Negotiable certificates of deposit
Pledge asset
Operating bonds
Futures margin
Security deposit of application for
provisional attachment
December 31,
2023
$ 9,363,912
3,776,658
4,800
December 31,
2022

9,357,840

-
6,500

$
13,145,370

9,364,340

In accordance with the insurance law and related regulations, the Company paid the operating bonds with government bonds, then deposit them in the central bank. As of December 31, 2023 and 2022, the par value of the deposits was both $9,400,000 thousand.

The Company provided government bonds as security deposit to counterparty for conducting foreign exchange forward transactions, resulting in the government bonds to be recorded as ring-fenced deposits in the Company's original custodian bank accounts. As of December 31, 2023 and 2022, the par value of the deposits were $3,800,000 thousand and $0 thousand, respectively.

(9) Commitments and contingencies:

  • (a) The Company has 11 significant lawsuits related to the insurance business. The total amount of claim is $41,777 thousand. The Company has assessed the appropriate amount of the compensation reserve, and these lawsuits are currently in court.

  • (b) As of December 31, 2023 and 2022, the investment contracts signed by the Company, with the amounts not yet invested in the Commitment of US$27 thousand and NT$316,621 thousand; US$298 thousand and NT$568,085 thousand.

  • (c) As of December 31, 2023, the unpaid amount of the contract of information system that the Company has signed is $1,362,907 thousand.

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

405 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

(12) Other:

  • (a) The summary of employee benefit, depreciation and amortization was as follows:
By function
By item
For the years ended December 31
2023
For the years ended December 31
2023
For the years ended December 31
2023
For the years ended December 31
2022
For the years ended December 31
2022
For the years ended December 31
2022
Operating
Cost
Operating
Expenses
Total Operating
Cost
Operating
Expenses
Total
Employee benefits
Salary 3,789,479
1,699,906

5,489,385

3,838,268

1,763,584

5,601,852
Labor
and
health
insurance

300,043

149,811

449,854

299,467

141,066

440,533
Pension 354,303
104,006

458,309

140,881

91,532

232,413
Directors

remuneration
- 13,260
13,260

-
21,862
21,862
Others 10,427
113,112

123,539

11,344

104,133

115,477
Depreciation - 408,864
408,864

-
406,732
406,732
Amortization - 97,117
97,117

-
83,035
83,035

For the 2023 and 2022, the total numbers of employees and employee benefits were as follows:

Number of employees
Number of directors who were not employees
The average employee benefit
The average salaries and wages
The adjustment rate of average employee salaries
Compensation to supervisors
2023
5,474
2022
5,874

11

9
$
1,194
1,090

$
1,005

955

5.24%

$
-
6.58%
-

406 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

The Company’s policy (for directors, executive officers and employees) is as follows:

Per personnel Item Directors and managerial officers Employees Remuneration payment 1.In accordance with Article 17 of the Articles of 1.To attract outstanding talents, spur policy, standards, and Association of the Company, the Board of growth, and demonstrate fairness, the portfolios, as well as Directors is authorized to negotiate and Company formulated remuneration determination determine the remuneration paid to the an objective compensation policy, procedure directors (including independent directors) wherein salary is determined based on their participation in the corporation according to education, job position, operation as well as value contributed and and rank, achieving the goal of based on the normal remuneration level in the ‚ Gender equality, equal pay for industry. equal work ‛ . To ensure a competitive advantage in recruiting talents, the Company offered fresh graduates a starting salary higher than the market level. Based on each segment’s annual business plan, the Company and employees set annual performance objectives together. In addition, year-end bonus and salary adjustment are implemented in accordance with individual performance appraisal. The Company, through the compensation system, aims to encourage every employee to excel with confidence and motivation in his or her career. 2.For the remuneration policy for managerial 2.Participate in external market salary officers, competitive remuneration that reveals research agencies to obtain market managerial officers’ work performance is salary benchmarks, which serve as determined based on their work references for setting the Company's responsibilities, work experience, inflation, remuneration. market level, and other relevant levels; the remuneration system is reviewed as appropriate based on the actual operating condition and relevant laws and regulations. Also, reasonable remuneration will be paid in comprehensive consideration of the current trend of the corporate governance, to pursue a balance between corporate sustainable management and risk control. 3.A Remuneration Committee is set up in the Company to periodically review the remuneration policies and regulations adopted for the directors and managerial officers of the Company according to ─ Regulations Governing Remuneration of Directors and Managerial Officers∥, and make suggestions to the Board of Directors.

407 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Per personnel
Item
Directors and managerial officers Employees
The remuneration determination principles are as
follows:
(1)Refer to the normal remuneration payment
level in the industry, and consider the
reasonableness of relevancy with individual
performance,
corporate
operating
performance, and future risks.
(2)It is not advisable to lead directors and
managerial officers to adopt behaviors beyond
the Company’ s risk tolerance for the
purpose of pursing remuneration.
(3)Establish
performance
assessment
and
remuneration standard or structure rule based
on the performance after adjustment of future
risks and in coordination with the Company’
s long-term overall profits and shareholders’
interests.
(4)The payment time of remuneration shall
accord with the profits after adjustment of
future risks to avoid improper situations such
as
losses
suffered
after
payment
of
remuneration. The remuneration reward shall
be deferred or paid using equity with a
significant proportion.
(5)The insurance industry shall be analyzed
comprehensively during the evaluation of the
contributions of directors and managerial
officers to corporate profits, to find out
whether such profits are obtained relying on
the Company’s overall advantages such as
use of relatively low capital cost of the
Company so that the individual contributions
can be evaluated effectively.
(6)The relevancy of operating performance with
future risks and the distribution ratios of
remuneration/reward paid to the directors of
the Company shall be handled according to
the provisions of Article 22 of the Articles of
Association. If the Company makes a profit in
current year (i.e., income obtained after
deduction of rewards distributed to employees
and directors from the income before tax.
Relevant amount audited by CPAs shall be
used as the basis for calculation), it shall set
aside no more than 1% of the preceding profit
as director reward (not including independent
directors); for remuneration paid to president
and vice presidents, individual performance
will be included as reference for payment in
addition to the factors indicated in paragraph
3here. Therefore, the Company’s operating
performance directly affects the payment of
remuneration.

408 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

  • (b) The assets and liabilities of the Company are expected to be recovered or paid within twelve months after the end of the reporting period, and the amount recovered or paid in more than twelve months:
Less than
12 months
Assets
Cash and cash equivalents
$ 61,359,378
Accounts receivables
11,124,019
Current income tax assets
1,021,915
Investments
108,781,602
Reinsurance contract assets
2,550,530
Property and equipment
-
Right-of-use assets
-
Intangible assets
-
Other assets
916,820
Liabilities
Accounts payables
$ 6,873,520
Financial liabilities at fair value
through profit or loss
62,114
Bonds payable
-
Lease liabilities
135,515
Insurance liabilities
30,418,785
Reserve for fluctuation of foreign
exchange
-
Provisions
3,858
Other liabilities
222,926
December 31, 2023 Total
61,359,378
11,124,019
1,021,915
1,222,858,361
2,550,530
10,714,230
342,486
174,332
14,115,879
6,873,520
62,114
8,500,000
342,983
1,270,237,501
3,269,656
592,450
5,619,456
More than
12 months

-

-

-

1,114,076,759

-
10,714,230
342,486
174,332

13,199,059

-

-
8,500,000

207,468

1,239,818,716
3,269,656

588,592

5,396,530

409 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Less than
12 months
Assets
Cash and cash equivalents
$ 47,827,361
Accounts receivables
9,920,626
Current income tax assets
727,255
Investments
73,196,765
Reinsurance contract assets
2,204,688
Property and equipment
-
Right-of-use assets
-
Intangible assets
-
Other assets
733,811
Liabilities
Accounts payables
$ 4,882,678
Financial liabilities at fair value
through profit or loss
3,389,686
Bonds payable
-
Lease liabilities
123,541
Insurance liabilities
30,310,139
Reserve for fluctuation of foreign
exchange
-
Provisions
13,601
Other liabilities
225,732
December 31, 2022 Total
47,827,361
9,920,626
727,255
1,217,324,214
2,204,688
10,772,359
172,917
172,861
10,331,685
4,882,678
3,389,686
8,500,000
174,634
1,251,677,922
7,380,760
737,091
2,603,009
More than
12 months

-

-

-

1,144,127,449

-
10,772,359
172,917
172,861

9,597,874

-

-
8,500,000

51,093

1,221,367,783
7,380,760

723,490

2,377,277

(c) Reclassification on financial assets

Due to global high inflation, substantial tightening of monetary policy is implemented in 2022, leading to a significant increase in interest rates. The degree of interest rate increase has exceeded the extreme scenario defined by the Insurance Capital Standards (ICS) for international insurance capital, indicating the financial environment has been affected significantly. Therefore, the senior management changed the business model of the Company based on a resolution approved during the board meeting held on December 6, 2022. The business models of financial assets, which were impacted, were changed from ‚collecting contractual cash flows and selling financial assets‛ into ‚holding assets in order to collect contractual cash flows‛; hence, were reclassified from financial assets measured at fair value through other comprehensive income to financial assets measured at amortized cost. The reclassification mentioned above will be applied prospectively starting from the reclassification date in accordance with the provisions of paragraph 5.6.1 of IFRS9. The Company decided to apply the reclassification on all its impacted financial assets beginning from the first day of the following accounting period (January 1, 2023), resulting in the increase in other equity and financial assets measured at amortized cost by $5,346,780 thousand and $46,900,158 thousand, respectively; as well as the decrease in financial assets measured at fair value through other comprehensive income and deferred tax assets by $40,781,597 thousand and $771,781 thousand, respectively on January 1, 2023.

410 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

As of December 31, 2023, the fair value of the above reclassified financial assets that have not been derecognized was $38,146,387 thousand. However, if the Company had not applied the above reclassification on its financial assets on January 1, 2023, its other equity would have decreased by $4,721,790 thousand as of December 31, 2023, and its after-tax change in fair value of other comprehensive income would have iecreased by $624,991 thousand for the year ended December 31, 2023.

’ According to Jin-Guan-Bao-Tsai No. 11104942741 issued by the FSC, during the Company s earnings distribution, the change in fair value of reclassified financial assets will be recognized as the deduction of other equity defined by Jin-Guan-Bao-Tsai No. 11004920441 issued by the FSC, and the special reserve equals to the amount of change will be incurred in the current year. If there is any reversal on the change in fair value of reclassified financial assets recognized as the deduction of other equity (including disposal), the special reserve of the Company will be allowed to be reversed.

(13) Other disclosures:

  • (a) Information on significant transactions:

For the year ended December 31, 2023, the information on significant transactions required by the Regulations Governing the Preparation of Financial Reports by Enterprises Engaging in Insurance is as follows:

  • (i) Acquisition of individual real estate with amount exceeding the lower of NT$100 million or 20% of the capital stock: None

  • (ii) Disposal of individual real estate with amount exceeding the lower of NT$100 million or 20% of the capital stock: None

  • (iii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None

  • (iv) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None

  • (v) Trading in derivative instruments: Please refer to notes 6(c).

  • (b) Information on investees:

The following is the information on investees for the year ended December 31, 2023 (excluding the information on investees in Mainland China):

(In Thousands of New Taiwan Dollars) (In Thousands of foreign currencies) (In Thousands of shares)

Name of the
investor
Name of the
investee
Location Main
businesses and
products
Original inves tment amount **Balance ** as of December 31, 2023 as of December 31, 2023 Net income
(losses)
of investee
Share of
profits/losses
of investee

Note
June 30,
2022
December 31,
2022
Shares
(thousands)
Percentage of
ownership
Carrying
value
Mercuries
Life Insurance
Co., Ltd.


Fuh Hwa
Securities
Investment
Trust Co.,
Ltd.




Taiwan
Investment
consulting and
asset
management



-
825,352
-
-
%

-
207,727
46,065
Investments
under the
equity
method

411 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Name of the
**investor **
Name of the
investee
**Location ** Main
businesses and
products
Original inves tment amount **Balance ** as of December 31, 2023 as of December 31, 2023 Net income
(losses)
of investee
Share of
profits/losses
of investee

Note
June 30,
2022
December 31,
2022
Shares
(thousands)
Percentage of
ownership
Carrying
value
Mercuries
Life Insurance
Co., Ltd.


Horizon
Securities
Co., Ltd.
Taiwan Integrated
Securities
Houses


65,139

65,139

7,510

2.14%

101,278

179,799

3,845
Investments
under the
equity
method
Mercuries
Life Insurance
Co., Ltd.


CMG
International
One Co., Ltd.
Taiwan Residence and
Buildings Lease
Construction and
Development



1,575,000

1,575,000

157,500

45.00%

1,551,177

(10,630)

(4,784)
Investments
under the
equity
method
Mercuries
Life Insurance
Co., Ltd.


CMG
International
Two Co., Ltd.
Taiwan Residence and
Buildings Lease
Construction and
Development



1,800,000

1,800,000

180,000

45.00%

1,762,988

(17,635)

(7,935)
Investments
under the
equity
method
Mercuries
Life Insurance
Co., Ltd.


NFC II
Renewable
Power
Co.,Ltd.
Taiwan Investment,
operation and
management of
solar power
station




315,000

315,000

31,500

21.00%

307,761

(15,977)

(3,355)
Investments
under the
equity
method
Horizon
Securities
Co., Ltd.


Horizon
Securities
Investment
Consultant
Co., Ltd.
Taiwan Investment
Consulting

114,282

114,282

12,000

100.00%

127,504

4,243

4,243
Subsidiary
Horizon
Securities
Co., Ltd.


Horizon
Venture
Capital Co.,
Ltd.
Taiwan Venture Capital
579,420

579,420

60,000

100.00%

521,786

18,646

18,646
Subsidiary
Horizon
Securities
Co., Ltd.


Horizon
Venture
Management
Co., Ltd.
Taiwan Investment
Consulting and
Consulting
advisory



20,000

20,000

2,000

100.00%

25,801

4,903

4,903
Subsidiary
NFC II
Renewable
Power Co.,
Ltd.



NFC Glory
Green Co.,
Ltd.

Taiwan
Energy technical
services and
electricity
supply



120,000

50,000

12,000

100.00%

123,336

3,608

3,608
Subsidiary
NFC II
Renewable
Power Co.,
Ltd.



NFC II Green
A Ltd.

Taiwan
Energy technical
services and
electricity
supply



118,000

118,000

-
100.00%
117,800

35

35
Subsidiary
NFC II
Renewable
Power Co.,
Ltd.



NFC II Green
B Ltd.

Taiwan
Energy technical
services and
electricity
supply



36,968

13,468

-
100.00%
36,614

(119)

(119)
Subsidiary
NFC II
Renewable
Power Co.,
Ltd.



NFC I and II
Green C Ltd.
Taiwan Energy technical
services and
electricity
supply



671,847

27

67,197

68.33%

670,781

(1,480)

(1,012)
Subsidiary

Note: It was no longer considered investees of the Company since the first quarter 2023.

  • (c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information: None

  • (ii) Limitation on investment in Mainland China: None

  • (iii) Significant transactions: None

412 (Continued)

  • (d) Major shareholders:

Unit: share

Unit: share
Shareholding
Shareholders Name
Shares Percentage
Mercuries & Associates Holding Ltd. 1,642,751,926
32.21%
  • Note 1: The major shareholder information in the above table is calculated by the Depository and Cleaning corporation on the last business day at the end of each quarter. The total number of ordinary shares and preferred shares held by the shareholders who have completed the delivery of the shares without physical registration (including treasury shares) has reached 5% of the total shares. Due to the difference of calculation basis, there may have some discrepancy between share capital recorded in the Company’s financial statement and the number of shares already delivered by the company without physical registration.

  • Note 2: If the above information is related to stock ownership trust, it will be revealed in the trustee account opened by the trustor individually. As for the shareholders' declaration of insider shareholdings that hold more than 10% of their shares in accordance with the Securities Exchange Act, their shareholdings include their shareholdings, plus their delivery of trusts and shares that have the right to make decisions on trust property. The information related to revelation of insiders’ share ownership has been posted on the Market Observation Post System website.

(14) Segment information:

  • (a) General information

The Company complies with the Insurance Law and it engages in life insurance business. According to International Financial Reporting Standard 8 Operating Segments, the Company only provides insurance products, and the operating decision makers decide how to allocate resources of the Company as a whole. Therefore, the entire Company is a single operating segment.

  • (b) Information about reported segment profit or loss, segment assets, segment liabilities, and their basis of measurement and the reconciliations

The information about the segment profit or loss, segment assets are the same as the financial statements while the Company' operating decision makers using the information about a single operating segment. Please refer to the balance sheet and the comprehensive income statement.

  • (c) Enterprise-wide information

  • (i) Information about products and services

Information about the Company’ s revenues from the external customers is summarized as follows:

(In Thousands of New Taiwan Dollars)

Item
Personal life insurance
Personal health insurance
Personal accident insurance
Personal annuity insurance
Group insurance
2023 2022
$ 33,848,369
36,341,591
3,526,506
20,949
873,382

39,503,933

36,554,430

3,423,317

3,796

865,990

413 (Continued)

MERCURIES LIFE INSURANCE COMPANY LTD.

Notes to the Financial Statements

Investment insurance 3,023,336
2,828,649


$
77,634,133
83,180,115

(ii) Information about geographic areas

The Premium written revenues of the Company are all from policyholders in Taiwan.

(iii) Information about major customers

The Company has no major customer that contributes over 10% of the total revenue.

414 (Continued)

  • V. The Company’s Individual Financial Reports Audited and Certified by CPAs in the Most Recent Fiscal Year

Please refer to ―IV. Financial Reports in the Most Recent Fiscal Year‖

  • VI. Impact of the Financial Difficulties of the Company and Its Affiliated Enterprises on the Company’s Financial Position in the Most Recent Fiscal Year and as of the Publication Date of the Annual Report

None.

415

VII. Review and Analysis of the Company’s Financial Position, Performance, and Risk Management

I. Financial Position
Year
Item
2023
2022
Cash and cash equivalents
61,359,378
47,827,36
Accounts receivables
11,124,019
9,920,626
Assets classified as held for sale
-
-
Financial assets and loans
1,222,858,361
1,217,324,214
Reinsurance contract assets
2,550,530
2,204,688
Property and equipment
10,714,230
10,772,359
Intangible assets
174,332
172,861
Other assets
213,023,027
170,011,084
Total assets
1,521,803,877
1,458,233,193
Accounts payable
6,873,520
4,882,678
Liabilities related to assets classified as
held for sale
-
-
Financial liabilities
8,905,097
12,064,320
Insurance
liabilities and
reserve
for
insurance
with
nature
of
financial
instrument
1,270,237,501
1,251,677,922
Provisions for liabilities
592,450
737,091
Other liabilities
195,254,342
160,022,930
Total liabilities
1,481,862,910
1,429,384,941
Share capital
50,995,011
40,995,011
Capital surplus
34,474
349,659
Retained earnings
(9,916,874)
4,323,501
Other equity
(1,171,644)
(16,819,919)
Total equity
39,940,967
28,848,252
I. Financial Position
Year
Item
2023
2022
Cash and cash equivalents
61,359,378
47,827,36
Accounts receivables
11,124,019
9,920,626
Assets classified as held for sale
-
-
Financial assets and loans
1,222,858,361
1,217,324,214
Reinsurance contract assets
2,550,530
2,204,688
Property and equipment
10,714,230
10,772,359
Intangible assets
174,332
172,861
Other assets
213,023,027
170,011,084
Total assets
1,521,803,877
1,458,233,193
Accounts payable
6,873,520
4,882,678
Liabilities related to assets classified as
held for sale
-
-
Financial liabilities
8,905,097
12,064,320
Insurance
liabilities and
reserve
for
insurance
with
nature
of
financial
instrument
1,270,237,501
1,251,677,922
Provisions for liabilities
592,450
737,091
Other liabilities
195,254,342
160,022,930
Total liabilities
1,481,862,910
1,429,384,941
Share capital
50,995,011
40,995,011
Capital surplus
34,474
349,659
Retained earnings
(9,916,874)
4,323,501
Other equity
(1,171,644)
(16,819,919)
Total equity
39,940,967
28,848,252
I. Financial Position
Year
Item
2023
2022
Cash and cash equivalents
61,359,378
47,827,36
Accounts receivables
11,124,019
9,920,626
Assets classified as held for sale
-
-
Financial assets and loans
1,222,858,361
1,217,324,214
Reinsurance contract assets
2,550,530
2,204,688
Property and equipment
10,714,230
10,772,359
Intangible assets
174,332
172,861
Other assets
213,023,027
170,011,084
Total assets
1,521,803,877
1,458,233,193
Accounts payable
6,873,520
4,882,678
Liabilities related to assets classified as
held for sale
-
-
Financial liabilities
8,905,097
12,064,320
Insurance
liabilities and
reserve
for
insurance
with
nature
of
financial
instrument
1,270,237,501
1,251,677,922
Provisions for liabilities
592,450
737,091
Other liabilities
195,254,342
160,022,930
Total liabilities
1,481,862,910
1,429,384,941
Share capital
50,995,011
40,995,011
Capital surplus
34,474
349,659
Retained earnings
(9,916,874)
4,323,501
Other equity
(1,171,644)
(16,819,919)
Total equity
39,940,967
28,848,252
I. Financial Position
Year
Item
2023
2022
Cash and cash equivalents
61,359,378
47,827,36
Accounts receivables
11,124,019
9,920,626
Assets classified as held for sale
-
-
Financial assets and loans
1,222,858,361
1,217,324,214
Reinsurance contract assets
2,550,530
2,204,688
Property and equipment
10,714,230
10,772,359
Intangible assets
174,332
172,861
Other assets
213,023,027
170,011,084
Total assets
1,521,803,877
1,458,233,193
Accounts payable
6,873,520
4,882,678
Liabilities related to assets classified as
held for sale
-
-
Financial liabilities
8,905,097
12,064,320
Insurance
liabilities and
reserve
for
insurance
with
nature
of
financial
instrument
1,270,237,501
1,251,677,922
Provisions for liabilities
592,450
737,091
Other liabilities
195,254,342
160,022,930
Total liabilities
1,481,862,910
1,429,384,941
Share capital
50,995,011
40,995,011
Capital surplus
34,474
349,659
Retained earnings
(9,916,874)
4,323,501
Other equity
(1,171,644)
(16,819,919)
Total equity
39,940,967
28,848,252
Unit: NT$ 1,000 Unit: NT$ 1,000
Year
Item
2023 2022 Difference
Amount %
Cash and cash equivalents 61,359,378 47,827,36
13,532,017
28.29
Accounts receivables 11,124,019 9,920,626
1,203,393
12.13
Assets classified as held for sale - - - -
Financial assets and loans 1,222,858,361 1,217,324,214
5,534,147

0.45
Reinsurance contract assets 2,550,530 2,204,688
345,842

15.69
Property and equipment 10,714,230 10,772,359
(58,129)

(0.54)
Intangible assets 174,332 172,861
1,471

0.85
Other assets 213,023,027 170,011,084
43,011,943
25.30
Total assets 1,521,803,877 1,458,233,193
63,570,684
4.36
Accounts payable 6,873,520 4,882,678
1,990,842
40.77
Liabilities related to assets classified as
held for sale
- - - -
Financial liabilities 8,905,097 12,064,320
(3,159,223)

(26.19)
Insurance
liabilities and
reserve
for
insurance
with
nature
of
financial
instrument


1,270,237,501
1,251,677,922
18,559,579
1.48
Provisions for liabilities 592,450 737,091
(144,641)

(19.62)
Other liabilities 195,254,342 160,022,930
35,231,412
22.02
Total liabilities 1,481,862,910 1,429,384,941
52,477,969

3.67
Share capital 50,995,011 40,995,011
10,000,000
24.39
Capital surplus 34,474 349,659
(315,185)

(90.14)
Retained earnings (9,916,874) 4,323,501
(14,240,375)
(329.37)
Other equity (1,171,644) (16,819,919)
15,648,275
93.03
Total equity 39,940,967 28,848,252
11,092,715

38.45
For changes in balances that exceed 20%, and that the change amount exceeds NT$10 million, the
explanations are as follows:
(I) The increase in cash and cash equivalents was due to the increase in repurchased bonds and increase
in notes.
(II) The increase in other assets was due to the increase in guaranteed deposits paid.
(III)The increase in accountspayable was due to the decrease in securitiespayable.

For changes in balances that exceed 20%, and that the change amount exceeds NT$10 million, the explanations are as follows:

(I) The increase in cash and cash equivalents was due to the increase in repurchased bonds and increase in notes.

(II) The increase in other assets was due to the increase in guaranteed deposits paid.

(III) The increase in accounts payable was due to the decrease in securities payable.

416

(IV) The decrease in financial liabilities was due to the decrease in financial liabilities at fair value through profit or loss-forward foreign exchange contracts.

(V) The increase in other liabilities was due to the increase in guarantee deposit received.

(VI) The increase in share capital was due to the issuance of shares.

(VII) The decrease in capital surplus was due to the issuance of discounted shares.

(VIII) The decrease in retained earnings was due to the net loss after tax in the current period.

(IX) The increase in other equity was due to the increase of other comprehensive income reclassified using covering method.

II. Financial Performance

(I) Table of Comparative Analysis of Financial Performance

Unit: NT$1,000 Unit: NT$1,000
Item Year 2023 2022 Amount
increased
(decreased)
Ratio of
change (%)
Operating revenue 123,272,756 109,647,090
13,625,666
12.43
Operating cost 131,497,183 120,246,701 11,250,482 9.36
Operating expenses 4,787,302
4,744,023

43,279
0.91
Operating gain (loss) (13,011,729) (15,343,634)
2,331,905
15.20
Non-operating
income
and
75,744

285,958

(210,214)
(73.51)
expense
Profit (loss) from continuing (12,935,985) (15,057,676)
2,121,691
14.09
operations before tax
Tax expense (income) (3,419,996)
(1,398,874)

(2,021,122)
(144.48)
Profit (loss) from continuing (9,515,989) (13,658,802) 4,142,813 30.33
operations

Analysis of changes in balances exceeding 10%:

(I) The increase in operating revenue was due to the increase in income from segregated account insurance products and decrease in net profit or loss on investments compared to the last period.

(II) The increase in operating gain and net profit (loss) from continuing operations before tax was due to the increase in net profit or loss on investments compared to the last period.

(III) The increase in non-operating income and expense was due to the decrease in the profit from disposal of real estate in the current period.

(IV) The increase in tax benefit was due to the net loss before tax in the current period.

(V) To sum up, the continuing operations generated a net loss in the current period.

  • (II) Estimated sales volume and its basis as well as possible impact on the Company’s future finance and business operations and responsive plan: Not applicable.

III. Cash Flow

  • (I) Analysis of change in cash flows in the most recent fiscal year:

  • Cash flows for 2023 Unit: NT$ 1,000

Beginning
cash
Net cash flows
from operating
Net cash flows from
investingand
Cash surplus
(shortfall)
Remedial measures for cash
inadequacy

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balance activities for the
year
financing activities
for theyear
Investment
plan
Financing
plan
47,827,361 (40,041,190) 53,573,207 61,359,378 None None
  1. Operating activities: The decrease of assets related to operating activities in the current period compared to the previous period resulted in the decrease of cash outflows from operating activities in the current period compared to those in the previous period.

  2. Investing activities: The decrease in financial assets acquired in current period and the increase in financial assets disposed resulted in the increase of cash inflows from investing activities in the current period compared to those in the previous period.

  3. Financing activities: The capital increase by cash in current period was decreased compared to the previous period, resulting in the decrease in cash inflows from financing activities in the current period compared to those in the previous period.

  4. (II) Improvement plan for insufficient liquidity: The Company was not involved in insufficient liquidity.

  5. (III) Analysis of cash liquidity in the coming year:

Unit: NT$ 1,000

Unit: NT$ 1,000 Unit: NT$ 1,000
Year Beginning cash
balance (1)
Estimated net cash
flows from
operating activities
for theyear(2)
Estimated cash
outflows for the
year (3)
Estimated cash
surplus
(shortfall)
(1)+(2)-(3)

Remedial measures for
estimated cash inadequacy
Investment plan Financing plan
2024 61,359,378
25,161,299
56,809,760
29,710,917
None None
  1. Operating activities: With the gradual slowdown of the US dollar interest rate hike in 2023, it is expected that the interest rates would be reduced in 2024. As a result, the number of contracts cancelled by policyholders would substantially decrease. It is assumed that the net cash flows from operating activities in 2024 will increase compared to those in 2023.

  2. Investing activities: To coordinate the investment needs, it was planned to improve the investments in stock and bonds in 2024. It was expected that the cash outflows from investing activities in 2024 would be increased compared with those in 2023.

IV. Impact of Major Capital Expenditure on Finance and Business Operations in the Most Recent Fiscal Year

The Company didn’t have any other major capital expenditure in the most recent fiscal year.

V. Policy for Investees in the Most Recent Fiscal Year, Main Reason(s) for Profit or Loss, Improvement Plan, and Investment Plan for the Coming Year

(I) Investment policy

  • The Company’s investments focused on industries related to life insurance such as securities and green energy, as well as urban renewal development and investment projects according to relevant government policies, aiming at bettering the diversity of life insurance product and expanding investment breadth and performance.

418

  • (II) Main reason(s) for profit or loss, and improvement plan

The substantial profits from the overall investment performance were preliminarily acquired from the disposal of mutual funds approved by the Board of Directors. Other aspects are described respectively as follows: The index of the securities market of Taiwan presented a rising trend in 2023. Both the self-operated securities sector and the brokerage agency were profitable; on the other hand, the green energy and urban renewal and development business was still under a stage of initial investment and urban renewal review. No contributions were made from them at present. In summary, the profitability of the investments remained stable.

  • (III) Investment plan for the coming year

  • For the year 2024, the global economic growth will slow down, but inflation will be gradually controlled. The monetary policy is expected to become loose, and the market may substantially recover despite the great fluctuations in the domestic and foreign capital markets. For securities related businesses, more prudent investment planning will be adopted; as for urban renewal business projects, the emphasis of the Company was still placed on the execution of statutory procedures this year. The Company will maintain its steady investment policy to benefit the asset allocation of the Company.

VI. Analysis and Evaluation of Risks

  • (I) Impact of interest rate, change in exchange rate, and inflation on the Company’s profit or loss, and future responsive measures

  • Impact on the Company’s profit or loss:

Unit: NT$1,000
Year
2022
2023
Item
Net income and expenditure of investment
interest
34,794,244
36,674,379
Net exchangegain or loss
60,440,820
(143,936)
Net operatingrevenue
109,647,090
123,272,756
Netprofit before tax
(15,057,676) (12,935,985)
Ratio of net income and expenditure of
investment interest to net operatingrevenue(%)
31.73
29.75%
Ratio of net income and expenditure of
investment interest to netprofit before tax(%)
(231.07)
(283.51%)
Ratio of net exchange gain or loss to net
operatingrevenue(%)
55.12
(0.12%)
Ratio of net exchange gain or loss to net profit
before tax(%)
(401.40)
1.11%
Unit: NT$1,000
Year
2022
2023
Item
Net income and expenditure of investment
interest
34,794,244
36,674,379
Net exchangegain or loss
60,440,820
(143,936)
Net operatingrevenue
109,647,090
123,272,756
Netprofit before tax
(15,057,676) (12,935,985)
Ratio of net income and expenditure of
investment interest to net operatingrevenue(%)
31.73
29.75%
Ratio of net income and expenditure of
investment interest to netprofit before tax(%)
(231.07)
(283.51%)
Ratio of net exchange gain or loss to net
operatingrevenue(%)
55.12
(0.12%)
Ratio of net exchange gain or loss to net profit
before tax(%)
(401.40)
1.11%
Unit: NT$1,000
Year
2022
2023
Item
Net income and expenditure of investment
interest
34,794,244
36,674,379
Net exchangegain or loss
60,440,820
(143,936)
Net operatingrevenue
109,647,090
123,272,756
Netprofit before tax
(15,057,676) (12,935,985)
Ratio of net income and expenditure of
investment interest to net operatingrevenue(%)
31.73
29.75%
Ratio of net income and expenditure of
investment interest to netprofit before tax(%)
(231.07)
(283.51%)
Ratio of net exchange gain or loss to net
operatingrevenue(%)
55.12
(0.12%)
Ratio of net exchange gain or loss to net profit
before tax(%)
(401.40)
1.11%
Year
Item
2022 2023
Net income and expenditure of investment
interest
34,794,244 36,674,379
Net exchangegain or loss 60,440,820 (143,936)
Net operatingrevenue 109,647,090 123,272,756
Netprofit before tax (15,057,676) (12,935,985)
Ratio of net income and expenditure of
investment interest to net operatingrevenue(%)
31.73 29.75%
Ratio of net income and expenditure of
investment interest to netprofit before tax(%)
(231.07) (283.51%)
Ratio of net exchange gain or loss to net
operatingrevenue(%)
55.12 (0.12%)
Ratio of net exchange gain or loss to net profit
before tax(%)
(401.40) 1.11%

2. The Company’s future response:

(1) Interest rate market

According to the World Economic Outlook published by IMF in October 2023, the global economic growth rate is estimated at 3.0% in 2023, while it will

419

slow down to 2.9% in 2024. Although there are signs that the economy showed resilience earlier in 2023, the impact of the tightening of policies to reduce inflation is expected to cool down the future economic activities. According to the forecast of IMF, the economy of the United States would grow by 2.1% in 2023 and 1.5% in 2024 respectively. The Federal Reserve of the United States suspended interest rate hikes again at FOMC meeting in November. But the benchmark interest rates remained within an interval of 5.25%-5.50%. Recently, the sustained slowdown in employment data has led the market to optimistically anticipate that the Federal Reserve has already ended the interest rate hike cycle. It is expected that a more cautious Federal Reserve will avoid the risk of excessive tightening of the financial market. The Company will closely observe the trends of interest rates, adjust the investment portfolios as appropriate, and draw up appropriate investment strategies.

  • (2) Foreign exchange market

  • For the year 2024, the recent market expectations for the interest rate hikes of the Federal Reserve have significantly diminished, leading to an overall increase in market risk appetite and promoting the drop of the international US dollar from its high level. Due to the continued weak demand for end products globally, the investments in Taiwan’s manufacturing industry are still affected, and export from Taiwan is still under pressure in the next year as expected. Additionally, given the continual presence of the geopolitical risks across the Taiwan Straits, the attitude of foreign capital towards these risks shall still be concerned. It is expected that the trend of the New Taiwan Dollar may transition to a consolidation pattern in the early stage of next year. However, since the second quarter of next year, with the influence from the expectations for interest rate reduction by the Federal Reserve, the focus of the second half of the year may lie in the speed and range of interest rate reduction, and caution shall be exercised against the possible appreciation of the New Taiwan Dollar. However, with significant differences in the interest rate differentials between Taiwan and the United States, the buying momentum of the US dollar is expected to provide relevant support, thus limiting the space for the appreciation of the New Taiwan Dollar as expected. In the future, the Company will continually focus on the trends of the New Taiwan Dollar and flexibly adjust the hedging ratio to save the hedging cost.

  • (3) Inflation

As for prices, although the overall inflation already dropped, the core inflation presented greater stickiness. Due to the high inflation experienced in the last two years, the inflation is expected to remain at a high level, which makes the work of the central bank to reduce the inflation to the target level even more complicated; in 2023, the domestic inflation rate gradually dropped, mainly resulted from the weak global terminal demand, the decrease in the international raw material prices, the gradual decline of import and producer prices, and the gradual stability of commodity prices. However, the demand for entertainment services including catering, tourism, accommodation, etc. was still high, slowing the decrease in the domestic inflation rate. Looking into the next year, we expect a slight increase in the international oil prices and a mild rise of commodity prices. The increasing range of service prices are expected to continue the mitigation trend since the fourth quarter of this year. The growth rate of CPI is expected to drop below 2%. The Company will

420

continually review the changing trends of inflation as reference for asset purchasing, and avoid the impact of inflation on the return on investment.

  • (II) Policies for engaging in high-risk and high-leverage investments, lending capital to others, endorsement guarantee, and derivatives trading, main reasons for profits or loss, and future responsive measures:

  • The Company didn’t engage in high-leverage investments, lend capital to others, or conduct endorsement and guarantee transactions.

  • The Company’s derivatives trading was limited to the derivatives approved by the competent authority for the primary purpose of hedging. The profit or loss from such trading was hedged against the hedged objectives. Also, the Company evaluated the profit or loss status of the derivatives and the related work on a regularly, to control the fluctuation resulting from exchange rate, interest rate, and market prices.

  • In the future, the Company will still make the best of appropriate hedging instruments, and execute them according to relevant provisions to spread risks, increase stable return on investment, and ensure the Company’s best interests.

  • (III) Future R&D plans and estimated R&D expenditure:

  • Future R&D plans

  • In addition to providing comprehensive life insurance products and services for the customers, the Company is also dedicated to satisfying customers’ diversified protection needs and financing requirements, and mastering the market trends at any time. In response to the market demand, the Company will discuss with the marketing unit to continually develop term insurance protection products as well as protection insurance riders matched with insurance master contracts, e.g., development of term protection insurance products that comply with customers’ needs (health insurance, accident insurance, and life insurance) and development of term protection insurance products attached to the investment products. Besides, the Company strengthens the competitiveness of its products and reviews the main protection insurance products in the industry, to design products with improved mortality gains and loading surplus, e.g., continual promotion of the sales of health insurance combined with the featured sales of walking-type spillover insurance, and continual development of different types of spillover policies and add applicable categories of products (e.g., life insurance); research the main products designed for the retired people in the same industry and provide products that satisfy customer requirements; design products suitable for new agents to sell, and assist them in expanding the markets. At the same time, the Company periodically tracks the transformation of product strategies of main industry peers under IFRS 17 and ICS

421

through investor conference presentation, news, and public information.

Future R&D plans and
policies
Related product direction
Continually promoting term
protection insurance products,
and protection riders matched
with main investment product
contracts
(life
insurance,
accident insurance, and health
insurance).

Develop term protection insurance products that
meet customers’ needs by discussing the gap of
customers’ needs with marketing units (life
insurance,
accident
insurance,
and
health
insurance).

Develop term protection insurance products that
are suitable for being attached under investment
products by discussing the gap of customers’
needs with marketing units.

Design term protection insurance products that
meet the needs of elderly policyholders.
Strengthening competitiveness
of products and reviewing the
main products in the same
industry, to design products
capable
of
improving
mortality gains and loading
surplus.

Continually promote the sales of health insurance
combined with the featured sales of walking-type
spillover insurance, and continue to develop
different types of spillover policies and add
applicable categories of products (e.g., life
insurance).

Discuss with the marketing unit to study the main
products designed for the retired people in the
same industry, and provide products that satisfy
customer requirements.

Discuss with the marketing unit, design products
suitable for new agents to sell, and assist them in
expandingthe markets.
Market survey and suggestions
on transformation of product
strategies under IFRS17 and
ICS.
Periodically track the transformation of product
strategies of main industry peers under IFRS 17 and
ICS (investor conference presentation/news/public
information).
  1. Estimated R&D expenditure

    • Since the Company’s R&D expenditure is the cost of manpower and software and hardware equipment incurred to the Product Department for developing new products, the estimated R&D expenditure will reach approximately NT$ 37,436,000 in 2024.
  2. (IV) Impact of changes in important local and overseas policies and laws on the finance and business operations of the Company, and responsive measures:

The impact of changes in important local and overseas policies on the finance and business operations of the Company in 2023 as well as responsive measures are as follows:

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 1110466203 Order issued on February 13, 2023, ―Template of Statement of Exchange Rate Risk of Investment Insurance Received and Paid in Foreign Currency‖ and relevant supporting

422

measures were approved for future reference. Amendment highlights:

  • (1) Establish ―Template of Statement of Exchange Rate Risk of Investment Insurance Received and Paid in Foreign Currency‖. Relevant supporting measures were implemented since April 21, 2023.

  • (2) The scenarios of exchange rate in the statement of exchange rate risk shall be updated once every year, and the updating shall be conducted prior to March 1 every year.

  • (3) This statement shall be provided to the customers for review and personal signing and seal-affixing for confirmation in the solicitation stage, and the soliciting agents shall make it clear on the spot, to reduce the generation of subsequent disputes.

Responsive measures:

Relevant departments have already completed the responsive measures.

  1. With reference to Chin-Kuan-Pao-Tsai-Tzu No. 11204908301 Order issued on March 24, 2023, ―Explanation Order of Paragraph 8, Article 146-1 of the Insurance Act‖ was established; with reference to Chin-Kuan-Pao-Tsai-Tzu No. 11204908302 Order, ―Explanation Order of Paragraph 8, Article 3-1 of the Regulations Governing Foreign Investments by Insurance Companies‖ was established. Amendment highlights:

  2. (1) Expand the types of bonds and notes for conditional transactions in the insurance industry, and add: A. RS transactions of NTD financial bonds, corporate bonds, and international board bonds; B. RP/RS transactions of foreign currency bonds, corporate bonds, etc.; C. RP/RS transactions of NTD commercial promissory notes guaranteed by financial institutions.

  3. (2) Add transaction limits. The total amount delivered or obtained from RS transactions of NTD corporate bonds and commercial promissory notes guaranteed by financial institutions and PR/RS transactions of financial bonds and corporate bonds shall not exceed 2% of the funds in the insurance industry; the total amount delivered or obtained from PR/RS transactions of all foreign currency securities shall not exceed 2% of the limit of foreign investments.

  4. Responsive measures:

  5. (1) As for NTD bonds, the Recurring Income Department has amended ―Criteria for Domestic Recuring Income Investments‖, and joined hands with the Investment Management Department to complete the revision of operation handbook for quota control.

  6. (2) As for foreign currency bonds, the Investment Management Department has established ―Procedures for Foreign Affairs under Repurchase Agreement and Reverse Agreement‖, and joined hands with the International Bonds Department to complete the revision of operation handbook for quota control.

  7. (3) The Risk Management Department also coordinates the revision of ―Regulations Governing the Collateral Risk Management of Derivative Financial Products‖ and the operation handbook.

  8. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204907781 Order issued on March 29, 2023, some provisions of ―Directions for the Review of Life Insurance Products‖ and Schedule 6 in Point 3 thereof were amended, and the revision took effect since July 1, 2023.

Amendment highlights:

423

  • (1) Add the restrictions of the asset appropriation mechanism of investment insurance products.

  • (2) Add the restrictions on the value-added payments of investment insurance products.

  • (3) Add the restrictions on housing loan product payment projects.

Responsive measures:

Relevant business units have already coordinated the adjustment of products.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204907783 Order issued on March 29, 2023, the provisions of Point 8 and Point 8-2 of ―Precautions for Specifically Designated Investment Insurance Accounting Book Retention Agency and Investment Targets‖ were amended.

Amendment highlights:

  • (1) The investment products should not be linked with domestic leverage-type or inverse ETFs since July 1, 2023.

  • (2) The total investment of quasi-discretionary accounts in non-investment grade bond funds and emerging market bond funds should not exceed 20% since July 1, 2023, with the investment ratio in the non-investment grade bond funds not exceeding 10%; investment products should not be linked with non-investment grade bond funds and emerging market bond funds

Responsive measures:

Relevant business units have already coordinated the adjustment of currently sold investment products affected by the submission of changes for review, and additionally add targets and adjust product structure.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204907785 Order issued on March 29, 2023, some provisions of ―‖ were amended. Amendment highlights:

  2. (1) Add items to be disclosed in the statements of insurance products and items disclosed in investment risk warnings. Projects and investment target disclosures should be detailed in the insurance plans.

  3. (2) Add brief introductions to insurance products.

  4. (3) Add matters to be disclosed in the periodic reports on policy value. Responsive measures:

Relevant business units have already coordinated the adjustment of checklist of product publicity and advertising, product statements, product DM and bank statement information disclosure.

  1. The inspection bureau issued Chien-Chu (Pao)-Tzu No. 1120610071 Letter on May 10, 2023 regarding the protection of insurance interests of aged customers and customers with physical and mental disabilities by relevant life insurance companies.

Highlights of the order:

The inspection bureau delivered its main inspection opinion on the handling of the protection of insurance interests of aged customers and customers with physical and mental disabilities on May 10, 2023 with Chien-Chu (Pao)-Tzu No. 1120610071 Letter:

  • (1) Review whether similar conditions exist independently and practically review and make improvements.

  • (2) Ask the audit unit to include the implementation status into the annual audit plan,

424

strengthen review, and track the deficiency improvements. Responsive measures:

The Company has notified relevant business units to review whether they had the similar situations, and then review and make improvements if any; also, the Company notified each related business unit to include relevant applicable laws and regulations on protection of insurance interests of aged customers and customers with physical and mental disabilities into the departments’ regulatory compliance handbooks according to the business scope.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 1120416864 Letter issued on May 29, 2023, ―Q&A of Evaluation Practice of Risk Tolerance Grades of Applicants Handling Investment Insurance Products at Life Insurance Companies‖ was informed.

Amendment highlights:

This Q&A has been established to coordinate with the approval of amended provisions of Article 2, Article 10, and Article 11-1 of ―Code of Self-discipline for Sales of Investment Insurance Products‖ for future reference according to Chin-Kuan-Pao-Shou-Tzu No. 1110448380 Order issued on October 21, 2022 (taking effect since April 21, 2023), and to provide practitioners with practical guidelines for the evaluation of risk tolerance grades of applicants handling investment insurance products.

Responsive measures:

Relevant business unit has conducted evaluation and confirmed that the Company’s current operations already comply with this code.

  1. With reference to Chin-Kuan-Pao-Tsung-Tzu No. 11204921381 Order issued on June 29, 2023, Points 8, 9, and 13, Schedule 2 of Point 4, and Appendix 1 of Point 7 of ―Precautions for Insurance Companie’s Handling of E-commerce‖ were amended.

Amendment highlights:

  • (1) With respect to online insurance by consumers, the restrictions on the handling of initial registration and identity verification have been loosened, and consumers are permitted to conduct registration and identity verification through their online banking or digital deposit accounts. They are no longer required to use the accounts opened at banks under a same financial holding company.

  • (2) For online insurance service, relevant content has been added that registration and identity verification can be conducted through online banking or digital deposit accounts after the consent is obtained from the existing policyholders.

  • Responsive measures:

Relevant business units have indicated that the Company hasn’t specifically scheduled to enable customers to use online banking accounts, or digital passbook accounts to conduct online banking or identity verification of online insurance service members. However, if the Company plans to introduce the aforesaid identity verification mechanism in the future, the provisions of the contents amended this time will be followed.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11201408251 Order issued on July 7, 2023, Article 6 and Article 18 of ―Regulations Governing Business Solicitation, Policy Underwriting and Claim Adjusting of Insurance Enterprises‖

425

were amended, and the amendment was implemented since October 1, 2023. Amendment highlights:

It is expressly stipulated that the insurance industry is exempted from making telephone calls, conduct video meetings, or pay remote visits regarding same matters already handled by the insurance brokers/agents for the customers in the same manner.

Responsive measures:

Relevant business units have already coordinated the revision of relevant forms and operating procedures.

  1. With reference to Chin-Kuan-Pao-Chan-Tzu No. 1120430810 Letter issued on July 19, 2023, it was rechecked and approved to correct Articles 1, 25 and 64 and add Article 24-3 in ―Corporate Governance Best Practice Principles for Insurance Companies‖ for future reference.

Amendment highlights:

  • (1) Add relevant provisions on the duration of continuing education of sustainable development courses for directors/supervisors/senior managers.

  • (2) The number of independent directors should better not be less than one third of all directors.

  • (3) It is expressly stipulated that the insurance industry shall disclose relevant information on climate related to the corporate governance within the year, which shall include ―Task Force on Climate-related Financial Disclosures (TCFD)‖.

Responsive measures:

Relevant business unit has coordinated the amendment of ―Mercuries Life Insurance Co., Ltd. Corporate Governance Best Practice Principles‖.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204927811 Order issued on August 10, 2023, ―Precautions for Entrustment of Others with Handling of Insurance Operations‖ was amended and published.

  2. Amendment highlights:

  3. (1) Expressly stipulate that the insurance industry bears ultimate responsibilities for the outsourcing of insurance operations.

  4. (2) Introduce a risk-based (RBA) operation outsourcing management framework to identify the materiality of the outsourced operations.

  5. (3) It is required to apply to the competent authority for approval in advance if a material business information system that involves individual customers’ data is entrusted to overseas processors.

  6. (4) Relevant policy and principles for use of cloud services shall be developed. The customer data in the business information systems of individual customers involving materiality shall be stored within Taiwan in principle. If such data is stored overseas, the backup of important customer data shall be retained in Taiwan unless otherwise approved by the competent authority.

  7. (5) Relevant policy and principles for outsourcing of operations shall be specified in the procedures for internal control of outsourced insurance operations, including outsourced decision-making and evaluation, risk management mechanism, and approval hierarchies and governance structure, which shall be verified and approved by the Board of Directors.

  8. (6) If the entrusted agencies violate the Precautions or other laws and regulations, the competent authority may, in consideration of the severity of the situation,

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notify the entrusting insurance companies to terminate entrustment as stipulated in the contract, require the agencies to improve within a time limit, or suspend the entrustment until the entrusted agencies have their improvements confirmed.

  • (7) If the outsourced insurance operations are not consistent with the provisions, they shall be supplemented and corrected within one year.

  • Responsive measures:

Relevant business unit has coordinated the revision of the procedure of the Company for internal control of outsourcing of operations, and reported to the Board of Directors for verification and approval; also, it has checked the existing outsourced operations and outsourcing contracts and required supplement and correction in case of any inconsistency.

  1. With reference to Chin-Kuan-Pao-Tsai-Tzu No. 1120144309 Letter issued on August 30, 2023, the amended provisions of 4.1.1, 5.1.7 and 5.5.4 of ―Risk Management Best Practice Principles for Insurance Companies‖ and the amended ―Q&A Handbook for Risk Management Best Practice Principles for Insurance Companies‖ were approved for future reference. Amendment highlights:

  2. (1) Revise important principles to be followed upon risk identification with reference to the Insurance Core Principle, ICP16.1) released by the International Association of Insurance Supervisors.

  3. (2) Revise the text regarding monitoring indicators of reserve for changes in foreign exchange prices in response to the amended provisions of Points 2 and 3 of Precautions Concerning Reserve for Changes in Foreign Exchange prices in the Life Insurance Industry according to Chin-Kuan-Pao-Tsai-Tzu No. 11204169421 Order issued by the FSC on March 24, 2023.

  4. (3) Revise the methods for identification of catastrophe risks with reference to the international insurance capital standards regarding classification of catastrophes.

  5. (4) The amended contents shall be reported to the most recent meeting of the Board of Directors.

Responsive measures:

Relevant business unit has already coordinated to revise ―Procedures for Handling of Risk Management Best Practice Principle for Insurance Companies‖, ―Risk Management Best Practice Principle for Insurance Companies‖, and ―Q&A Handbook for Risk Management Best Practice Principle for Insurance Companies‖.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 1120493275 Letter issued on September 23, 2023, ―Standards Governing Friendly Financial Services of Insurance Enterprises‖ and ―Q&A for Practice of Standards Governing Friendly Financial Services of Insurance Enterprises‖ were amended. Amendment highlights:

  2. (1) It is expressly stipulated that the access-free facilities and equipment of the external business premises of insurance companies shall comply with ―Code for Design of Access-free Facilities in Buildings‖ and ―Operating Procedure and Recognition Principles for the Plans of Replacement and Improvement of Access-free Facilities in the Existing Public Building‖ of the Construction and Planning Agency, the Ministry of the Interior, and friendly service counters shall be set up, and ―Service Bell‖ shall be installed, or relevant personnel shall

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be assigned to provide service assistance and guidance.

  • (2) The directors, principals and senior managerial officers of the insurance companies shall annually receive self-organized or external education and training regarding friendly finance and Convention on the Rights of Persons with Disabilities (CRPD).

  • (3) The insurance companies shall set up ―Dedicated Section for Friendly Financial Services‖ and put a link in an eye-catching position on the home page of their websites. A label of grade A or above regarding ―Access-free Regulation‖ of the Ministry of Digital Affairs shall be obtained for this dedicated section, and its effectiveness shall be periodically reviewed.

  • Responsive measures:

After being reviewed by relevant business unit, relevant software and hardware facilities have been adjusted accordingly, to comply with the requirements for Standards Governing Friendly Financial Services.

  1. With reference to Chin-Kuan-Pao-Chan-Tzu No. 11204931692 Order issued on October 4, 2023, Points 2 and 15 and Schedules 2 and 3 of Point 3 of ―Precautions for Insurance Companie’s Handling of E-commerce‖ were amended, and Point 7-1 was added.

Amendment highlights:

  • (1) Insurance companies are allowed to deal with the innovative insurance products through cross-industry cooperation regarding financial technologies including big data analysis, interface design, software R&D, Iot, and wireless communication business, and apply for trials according to the Key Points for Application of Business Trials of Insurance Companies.

  • (2) Expressly stipulate the scope of innovative insurance products.

  • (3) Add the online insurance service items.

Responsive measures:

Currently, the Company hasn’t engaged in cross-industry cooperation with financial technology professionals. Besides, the Company hasn’t made any plan for the new online insurance items added to Schedules 2 and 3. Therefore, the evaluation does not have any impact on the Company.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204934041 Order issued on October 18, 2023, Points 5 and 8 of ―Regulations Governing Relevant Internal Control Implemented by Insurance Brokerage Companies and Insurance Agency Companies in the Insurance Industry to Prevent the Embezzlement of Policyholders’ Funds by Insurance Agents‖ were amended, and the amendment will take effect since May 1, 2024.

Amendment highlights:

  • (1) Strengthen the control over self-paid policies: As for self-paid policies with the insurance premium of the most recent period already expired but not paid for three months and complying with one of the specific patterns, it is required to learn about from policyholders case by case as whether they have paid the insurance premium or not, and investigations shall be conducted to address abnormal situations; as for self-paid policies with insurance policies, payment receipts, premium payment proofs, or receipts transferred by insurance agents, it is required to review and confirm whether the information specified in the preceding documents received by the applicants, including the insured type, premium amount, payment period and method, etc. accords with the original

428

  • insurance data retained at the insurance companies. During the aforesaid review, relevant work drafts and records shall be retained for future auditing.

  • (2) Strengthen the monitoring of policyholders’ communication data: New insurance companies shall regularly review whether policies from same insurance soliciting agents share communication data, and whether there are centralized similarities or differences existing in the communication data retained for different policyholders. Also, it is required to review and confirm whether such data is the policyholders’ own data to prevent situations in which policyholders are unable to receive notifications related to their insurance contracts.

Responsive measures:

Relevant business unit has already coordinated the revision of ―Regulations Governing the Prevention of Insurance Agents’ Embezzlement of Policyholder’s Funds‖ of the Company; other responsive measures are under progress which will be closely tracked by the Regulatory Compliance Office, to ensure smooth alignment after the regulations take effect.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204939651 Order issued on December 18, 2023, Articles 4, 7~9, 11~13, 17, 20, 24, 29, and 32 of ―Operating Regulation on Procedures Prior to Sales of Insurance Products‖ were amended and released; these provisions were put into force since the issued date except Articles 4, 7~9, 11~13, 17, 24, and 29 which will be put into force since July 1, 2024. Amendment highlights:

  2. (1) When formally developing property insurance products and life insurance products, insurance companies shall add a statement of risk control which shall include the evaluation of reinsurance arrangements and specify the compliance of sales quota with the risk tolerance determined by them.

  3. (2) Clarify the constituent elements of regulations. If relevant matters listed in Article 7 of the Regulation are not effectively implemented, the competent authority may impose penalties according to the provisions of Article 171-1 of the Insurance Act.

  4. (3) Add risk management personnel as signatories of insurance products, specify the qualifications required of these personnel, and expressly determine the items that shall be reviewed by such personnel during the signing of insurance products.

  5. (4) Correct the names of categories of investment insurance products attached with guaranteed payments in accordance with IFRS17.

  6. (5) For the increase of premium rates of personal health insurance products with guaranteed renewal that have been reviewed and approved, it is required to apply to the competent authority for an approval; it is expressly stipulated that the new insurance companies shall send a notification regarding guaranteed renewal and unguaranteed rates of such products and the contents of rate adjustment to the applicants, as well as the situations in which personnel shall be assigned to make an explanation, or specially personnel shall be assigned to explain by phone or not three months before the calculation and collection of premiums at the new rates.

  7. (6) It is expressly stipulated that the insurance companies shall convene an insurance product management team meeting in a real-time way to discuss responsive measures that shall be implemented when the sales quota of insurance products reached the prewarning value or sales quota.

429

  • (7) For situations in which the competent authority may restrict the insurance companies from applying for approval or handling insurance products for future reference within less than one year, the number of times of violations by the insurance products as recognized by the competent authority as well as the number of times of points accumulatively recorded by the signatories of insurance products through the competent authority shall be limited.

Responsive measures:

To coordinate with the effective date of the regulation, relevant business unit has planned to revise the operation handbook, statement of calculation of currently sold products, and statement of risk control. The Regulatory Compliance Office will closely track the progress to ensure smooth alignment after the regulation takes effect.

  1. With reference to Chin-Kuan-Pao-Shou-Tzu No. 11204939655 Order issued on December 18, 2023, Points 3, 5, 81, 184, 194, and 197, Schedules 2 and 4 and Appendix 1 of Point 3, and Schedules 8 and 9 of Point 5 of ―Directions for the Review of Life Insurance Products‖ were amended and released, and Point 87-2 was added; these provisions were put into force since the issued date except Points 3, 81, 87-2, 184, 194, and 197 as well as Schedule 8 of Point 5 which will be put into force since July 1, 2024.

Amendment highlights:

  • (1) The content of the revised statement of risk control shall include the consideration given to the company’s own risk-taking capacity upon reinsurance planning and evaluation, as well as an early-warning and control mechanism to evaluate sales quota.

  • (2) For life insurance products with insurance period exceeding one year, the investment personnel, actuarial personnel, and risk management personnel shall jointly sign a statement of response to the failure of return on investment to reach the predetermined interest rate.

  • (3) It shall be amended that, if the renewal premium rates of personal health insurance products with guaranteed renewal are increased, the empirical data of the company in all the years after sales (not less than three years) shall be adopted as the basis; for new contract sales cases, it is required to explain the planning of products with guaranteed renewal and unguaranteed rates to the applicants; notification of rate adjustment shall be served to the applicants for insurance renewal, and relevant planning for explanation by relevant personnel or by telephone call of specially assigned personnel shall be clarified; the audit unit shall also review and confirm that the personnel of the insurance industry or the cooperative sales channels have effectively notified to the applicants and explained the fact that the products are with guaranteed renewal and unguaranteed rates as stipulated.

  • (4) When a new master contract is terminated due to enforcement, if the additional long-term rider of this master contract involves no forfeit money, or the rider added involves forfeit money given that the master contract is enough to repay the debts listed in the aforesaid enforcement process, this contract shall not be terminated; for a one-year rider, this rider shall not be terminated. During the renewal period, this rider shall at least continue until the expiry of the original protection period of the master contract, or the maximum renewal age of this rider, whichever is earlier.

Responsive measures:

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To coordinate with the effective date of the regulation, relevant business unit has planned to revise the operation handbook, statement of calculation of currently sold products, and statement of risk control. The Regulatory Compliance Office will closely track the progress to ensure smooth alignment after the regulation takes effect.

  • (V) Impact of changes in science and technology (including information security risks) and the industry on the finance and business operations of the Company, and responsive measures: With the development of financial technology, the operation and competition models of the industry are constantly changing. Mercuries Life Insurance has actively made investments and adjustments in terms of technical application and organizational structures, to respond to the swiftly changing competitive environment:

  • Continually invest in the application of insurance technology and digital services, provide policyholders and sales agents with diversified, digital services, including mobile insurance, remote insurance, policyholder service APP, agent mobile office, online insurance, mobile claims, and mobile conservation, and participate in the ―Conservation/Claim Consortium Blockchain‖, to improve service quality with technology.

  • Align with IFRS17, establish a data platform, and introduce data analysis tools, to continually improve the scope of data applications and service quality. Plan data as the core assets of the Company to solve the cross-system, cross-department, and cross-team data flow problems of the Company. Improve the data value and drive the business development through data sharing. Besides, the Company will develop data governance specifications and standards, integrate problem tracking management system, data dictionaries, and knowledge management platform, to facilitate digital transformation through informatization.

  • Plan and utilize new development technologies to gradually update the core life insurance system in response to the elasticity of the interfacing with internal and external systems in the future, thus improving the operational efficiency.

  • When facing the increasingly complicated information security threats, the Company has installed multi-layer protection equipment, including intrusion detection system, intrusion prevention mechanism, and internal and external firewall protection, and established complete local and off-site backup mechanisms to improve system availability. Also, the Company regularly implements information security tests and computer information safety assessments, continually maintains ISO27001 certification, and introduces a BCM system to improve the resilience of information security. Furthermore, the Company maintains its corporate sustainable management and ensures the rights and interests of shareholders and customers.

  • Introduce RPA for process automation as well as automated system and security testing, to improve the internal work efficiency and system availability; follow relevant regulations, information security policy, and risk management requirements, and effectively manage each operational business risk.

  • Mercuries Life Insurance continues to invest in the establishment and application of information systems in terms of scientific technology to maintain its competitiveness in the industry. The Company hasn’t been involved in any significant information security incident in the past. Therefore, changes in science and technology, including information security risks and industrial changes, didn’t have any negative impact on the Company’s finance.

431

  • (VI) Impact of change in corporate image on the enterprise’s crisis management, and responsive measures:

  • The Company has cultivated its business in Taiwan for more than 30 years. Since its establishment, the Company has not only focused on the insurance industry, but also actively participated in various kinds of social service and public welfare activities. Therefore, a good corporate image of the Company has been deeply rooted in people’s mind.

If any individual incident occurs in the future to possibly change the corporate image, third-party market survey companies may be entrusted to evaluate the degree of damage caused to the corporate image based on the opinions of employees, policyholders, and the general public. At the same time, internal education and advocacy will be carried out together with external publicity to reshape the corporate image.

  • (VII) Expected benefits and possible risks associated with mergers and acquisitions, and responsive measures:

  • The Company didn’t have any plan involving the merger or acquisition of any other company in the most recent fiscal year and as of the publication date of the annual report.

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and responsive measures:

No plant expansion was involved since the Company is a life insurance company.

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and responsive measures: None.

  • (X) Impact and risks of substantial transfer or replacement of equity held by directors, or major shareholders with shareholding ratio exceeding 10%, and responsive measures: None.

  • (XI) Impact and risks of change of managerial right on the Company, and responsive measures: None.

  • (XII) Major litigation, non-litigation, or administrative dispute events already confirmed or ongoing that involve the Company and its directors, supervisors, president, substantial principal, major shareholders with shareholding ratio above 10%, and subordinate companies shall be specified. If the results of such litigation or non-litigation events may have a major impact on shareholders’ equity or securities price, the facts of such events, target amount, starting date of litigation, parties mainly involved in litigation, and the handling status as of the publication date of the annual report shall be disclosed: None.

  • (XIII) Other important risks, and responsive measures:

  • The Company has already established ―Standard Operating Procedure for Handling of Abnormal Operational Events‖ and ―Responsive Measures for Operation Crisis‖ and it can effectively handle possible operation crisis to the Company to safeguard

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policyholders’ rights and interests and ensure the normal corporate operation.

VII. Other Major Events

None.

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VIII. Special Disclosure

I. Information on Affiliated Enterprises

Declaration

The Related Party Report of the Company for the year ended December 31, 2023, was prepared in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, and there were no material differences between the information in the notes and disclosures to the financial statements of the Company, audited on March 13, 2024, of the same period.

Hereby declared

MERCURIES LIFE INSURANCE COMPANY LTD.

Chairman: Chau-Shi Wong

March 13, 2024

434

Auditors’ opinion on the Related Party Report

To Mercuries Life Insurance Co., Ltd.

We have reviewed the ―Related Party Report‖ of Mercuries Life Insurance Co., Ltd. (―the Company‖) for the year ended December 31, 2023, in accordance with the requirements of Taiwan Finance Securities Official Letter (6) No.04448 issued on November 30, 1999 by the Securities and Futures Bureau (f.k.a. Securities and Futures Commission). We conducted our review to determine whether the ―Related Party Report‖ of Mercuries Life Insurance Co., Ltd. for the year 2023 was prepared in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, and that nothing has come to our attention that causes us to believe that the related disclosure information does not agree, in all material respects, to the notes and disclosures of the financial statements of the Company, audited on March 13, 2024, of the same period.

Based on our review, nothing has come to our attention that causes us to believe that the ―Related Party Report‖ for the year ended December 31, 2023 does not present fairly, in all material respects, in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, and nothing has come to our attention that causes us to believe that the related disclosure information to the ―Related Party Report‖ does not agree, in all material respects, to the notes and disclosures of the financial statements of the Company, audited on March 13, 2024, of the same period.

The engagement partners on the audit resulting in this auditor’s opinion on the related party report are Chen, Chun-Kuang and Hsieh, Chiu-Hua.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2024

435

Mercuries Life Insurance Co. Ltd.

Related Party Report

For the Year Ended December 31, 2023

(Expressed in thousands of shares, %)

(i) Overview of subsidiaries and holding companies of the Company:

Holding company Control factor Shareholding (including pledged shares)
of the holding company
Shareholding (including pledged shares)
of the holding company
Shareholding (including pledged shares)
of the holding company
Directors, supervisors and managers
controlled by the holding company
Directors, supervisors and managers
controlled by the holding company
Shareholding Shareholdin
**g percentage **
Pledged shares
Job Title
Name
MERCURIES
&
ASSOCIATES
HOLDING, LTD.

The
holding
company
controls the majority of
directors of the Company.


1,642,752
32.21 % 340,000 Majority shareholders
Chairman
Director
Director
Director
MERCURIES & ASSOCIATES
HOLDING, LTD.
Chau-Shi Wong
Chin-Tsai Chen
Wei-chyun Wong
Chin-Hsin Hsu

436

(ii) Sales and purchases transactions (Expressed in thousands of New Taiwan Dollars; %): None.

Transaction with holding company Transaction with holding company Transaction with holding company Transaction with holding company Trade terms with
holding company
Trade terms with
holding company
Normal trade terms Normal trade terms Reasons for
variance
Account receivable/ payable
Notes receivable/ payable
Account receivable/ payable
Notes receivable/ payable
Overdue receivables Overdue receivables Overdue receivables Remar
k
Premium
income

Amount
Ratio to
total
premium
income
Gross
profit
Unit
price
Credit
period
Unit price Credit
period
Balance Ratio to total Account
receivable/ payable and
Notes receivable/
payable
Balanc
e
Settlement Allowance
for bad
debt

437

(iii)Asset transactions (Expressed in thousands of New Taiwan Dollars): None.

Transaction
Type
(acquisition
or disposal)
Asset Transaction
date or
actual date

Transaction
amount

Term of
paymen
t

Payment
status
Gain/loss
on
disposal
(Note1)
Reasons for
transacting
with holding
company
Data fromprevious records(Note2) Data fromprevious records(Note2) Data fromprevious records(Note2) Data fromprevious records(Note2) Trading
decision
(Note3)
Reference
price decision

Purpose of
acquisition or
disposal of asset

Other
agreemen
t

**Owner **
Relationship
with the
Company
Transfer
date
Amount

Note 1: Not applicable for acquisitions.

Note 2: (i) To state the previous owners’ information for asset acquisitions, and to state the new owners’ information for assets disposed.

  • (ii) To state the relationship between the Company and the transacting party under ―Relationship with the Company‖.

  • (iii) To disclose the fact that the previous owner of the asset was a related party, as necessary.

Note 3: To state the decision levels for the transactions.

438

(iv) Financing transactions (Expressed in thousands of New Taiwan Dollars ; %): None.

Transaction Type
(Loans or borrowings)
Maximum
balance
Ending
balance
Interest rate
range
Total interest in
the current period
Financing
period

Financing
reason
Acquire (provide) collateral Acquire (provide) collateral
Trading
decision
Provision for
bad debt
Name Amount

439

(v) Leases (Expressed in thousands of New Taiwan Dollars)

Transaction
Type
(Lessor or lessee)
Subject matter Subject matter Lease period Lease
nature
Rent basis Payment
method
Comparison
with normal
rent rates
Total rent
in current
period
Current
income and
current
expenditure
Other
terms
Name Location
MERCURIES &
ASSOCIATES
HOLDING, LTD.
(Lessee)
Zhongli
Administrative
Center
Huanbei Building Parking
Space

B1F, 1F~4F., No.410, Huanbei Rd., Zhongli
Dist., Taoyuan City 320029, Taiwan (R.O.C.)

B3F., No.398, Huanbei Rd.
Zhongli Dist., Taoyuan City 320675
Taiwan (R.O.C.)


2023/01/01-2023
/12/31
Operating
lease
Rent was
negotiated
based on the
rent of similar
real estate in
the vicinity.

Monthly
payment
No major
differences
1,292
156
Payment is
made as per the
contract.

None

440

(vi) Guarantees and endorsements for other parties (Expressed in thousands of New Taiwan Dollars; %): None.

Maximum
balance
Ending balance Ending balance Reasons for
guarantees and
endorsement
Providing collateral as a guarantor Conditions or dates for
release of guarantor or
recovering the collateral
Loss amount
recognized in
financial statements
Violation of the
relevant operating
regulations
Balance Ratio to net value
in financial
report
Name Quantity Value

441

(vii) Other significant transactions (Expressed in thousands of New Taiwan Dollars):

  1. Director compensation payable to MERCURIES &ASSOCIATES HOLDING, LTD. for the year ended December 31, 2023 amounted to $1,650 thousand, which has been fully paid by the Company as of December 31, 2023.

  2. The Company issued the first perpetual cumulative subordinated corporate bonds amounting to $1,000,000 thousand on September 10, 2021 and the amounts of the bonds subscribed by MERCURIES &ASSOCIATES HOLDING, LTD. were $250,000 thousand. As of December 31, 2023, interest expense and accrued interests from the above transaction were $8,250 thousand and $2,554 thousand, respectively.

Principal: Chau-Shi Wong

Manager: Hung-Sheng Chen

Chief accountant: Woody S.M. Fang

March 13, 2024

442

II. Private Placement of Securities in the Most Recent Fiscal Year and as of the Publication Date of the Annual Report

The Company approved a proposal for issuance of ordinary shares by private placement with a limit not exceeding 2 billion shares at an interim Shareholders’ Meeting held on November 3, 2023, and authorized the Board of Directors to handle the issuance by stages within one year since the resolution was made by the Shareholders’ Meeting. Due to the increase in financing pipelines, the Board of Directors made a resolution on March 13, 2024 as not to continually handle the issuance of ordinary shares.

The Company planned to adopt private placement for the handling of the issuance of no more than 4 billion ordinary shares or preferred shares, or issuance of domestic convertible corporate bonds with total issue face value not exceeding NT$ 3 billion through capital increase by cash through the Board of Directors on March 13, 2024. For the private placement of ordinary shares, preferred shares or domestic convertible corporate bonds, one or more than two of them may be selected for issuance.

The Company is continually seeking opportunities to increase strategic alliances at home and abroad and looking for subscribers to conduct long-term cooperation.

III. Holding or Disposal of the Company’s Stock by Subsidiaries in the Most Recent Fiscal Year and as of the Publication Date of the Annual Report

Not applicable.

IV. Other Necessary Statements

None.

IX. Situations Listed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act with a Material Impact on the Shareholders’ Equity or Securities Price in the Most Recent Fiscal Year and as of the Publication Date of the Annual Report

None.

443

Mercuries Life Insurance Co., Ltd.

Chairman : Wong, Chau-Shi

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