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PSC Annual Report 2015

Aug 30, 2016

52209_rns_2016-08-30_c54133a5-47b1-4ff6-82ef-732f8131e9f0.pdf

Annual Report

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Stock Code: 2855 www.pscnet.com.tw

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2015 Annual Report

Notice to readers

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

Taiwan Stock Exchange Market Observation Post System: http://newmops.twse.com.tw 2015 Annual Report is available at: www.pscnet.com.tw

Table of Contents

  • I. Letter to Shareholders 1 II. Company Profile 4 III. Corporate Governance 8 1 Business Organization 2 Directors, Supervisors and Management Team 3 Corporate Governance 4 Other Disclosures

  • IV. Capital Structure 44 1 Capital and Shares 2 Dividend Policy & Implementation Status 3 Employee Bonus and Directors’ and Supervisors’ Remuneration

  • 4 Buyback of Common Stock 5 Long-Term Borrowings 6 Issuance of Preferred Stocks 7 Issuance of Global Depositary Receipts 8 Issuance of Employees’ Stock Options 9 Merge and Acquisition 10 Working Capital Plans

  • V. Overview of Business Operation 49 1 Description of Business Activities 2 Analysis of the Securities Industry 3 R&D for Derivative Products

  • 4 Future Business Development

  • 5 Market Conditions

  • 6 Employee Data

  • 7 Environmental Protection and Corporate Citizenship 8 Labor Relations

  • VI. Financial Information (Business Review) 70 1 Balance Sheet from 2011 to 2016Q1

  • 2 Income Statement from 2011 to 2016Q1

  • 3 Financial Analysis from 2011 to 2016Q1

  • 4 Auditors’ Opinions from 2011 to 2015

  • 5 Audit Committee’s Report for the Most Recent Year

  • VII. Financial Status, Operating Results & Risk Management 79 1 Financial Status 2 Analysis of Operating Results 3 Long-term Investment Policy and Results 4 Analysis of Risk Management

  • VIII Other Disclosures 88 1 Affiliated Companies Chart 2 Basic Information of Affiliates

  • 3 Operational Highlights of Affiliated Companies 4 Capital Adequacy Ratio 5 Market Share Rate

CONSOLIDATED FINANCIAL STATEMENTS

92

[I. Letter to Shareholders ]

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I. Letter to Shareholders

I. Letter to Shareholders

2 015 was a challenging year for securities market. Global commodity prices fell, global trade

slowed, the European refugee crisis worsened, growth in emerging markets slowed, Paris came under attack, and MERS broke out. All of these events together conspired to drag down economic growth which leads to a global economy growth slower than expected. The US economy has started to show a recovery after implementing three rounds of quantitative easing, making the FED symbolically raise interest rate by 0.25%, being the first time in the past ten years. Since some of the economic statistics still show concerns, the economic growth is still uncertain. On the other hand, the Eurozone has suffered from the serious problems created by the potential Grexit and the refugee crisis, and has implemented quantitative easing policies following the US, but the recovery status remains unclear. China has taken steps in recent years to transform its economic structure from an investment-driven one into that based on expanded domestic consumption. After 15 consecutive years of growth rate beyond 8%, 2015 GDP growth rate fell to 6.4% due to weak global economy, domestic consumption going downward, and foreign investors’ withdrawal.

Looking domestically, according to the Directorate-General of Budget, Accounting and Statistics, Executive Yuan, R.O.C, annual growth for 2015 was a mere 0.75%, which is not only less than 1%, but the worst year since the Financial Crisis. In the domestic stock market, the first half of the year saw stocks rise in step with most other global markets, and boosted by the talk about a Taipei-Shanghai stock connect. These factors together helped to push the market index up to a high 10,014 in April. However, dramatic sell-off in China and slowing global growth later in the year dragged the Taiwan index down to its low for the year of 7,203 in August. At the end of the year in December, the US FED finally decided to begin raising interest rates, resulting in a rebound in the markets, allowing the markets to close out the year at 8,338, for a drop of 969 points, or 10.4%. Average daily trading volume was 116.9 billion and was down by 2.66% for the year.

Amidst all of the market turmoil in 2015, all departments with the Company worked hard to maintain stable revenues, and ended the year with gross revenues of NT$3.51 billion, operating costs of 534 million, gross profits of NT$2.98 billion, operating expenses of NT$2.91 billion, non-operating income of NT$1 billion, pre-tax profits of NT$1.07 billion, after-tax profits of NT$956 million, pre-tax EPS of NT$0.81, and after-tax EPS of NT$0.72. When comparing our performance to our major competitors, we see that President ranked 7th in terms of after-tax profits, and 6th in terms of EPS.

Looking at our brokerage business, we held a solid market share of 3.26%, keeping us firmly among the top-10 firms in Taiwan and securing the 8th position, and bringing our total number of branches from 39 to 40. Trading volume in Taiwan in 2015 held steady at the NT$100 billion level, though the proportion of foreign investors continued to rise and the balance of margin loan had still not recovered, plus a continuing effecting of bank3.0, the securities business still show no sign of recovery after the turmoil of securities transaction tax. Our company should think outside of the box in brokerage business, via organization restructuring, business model transformation, process and procedures improvement, and branches reoriented to increase our business channels value and competitiveness.

Looking at our underwriting business, we handled 39 deals for the year, serving as lead underwriter for 6 issues and co-underwriter for 33 issues, placing us 10th within the industry in terms of number of deals, with a total deal value of NT$2.77 billion. President will continue to be rigorous

1

I. Letter to Shareholders

in its selection of appropriate underwriting deals with a strict emphasis on credit risk, and our top-notch team will actively pursue quality clients, and use our strong experience to provide solid guidance in assisting companies to achieve their public listing goals. At the same time, we actively monitor local venture capital platforms so as to uncover quality new companies so that we can be first in line to win their business.

Looking at our proprietary trading business, we see that stable and exceptional traders are the key to identifying and seizing market opportunities, to making appropriate adjustments to positions and controlling risk, and to generating trading returns that are the talk of the industry. In our Fixed Income Department, we saw trading volumes in domestic bond markets shrink, as the government began allowing securities firms to establish Offshore Securities Units, and this shift has resulted in a refocusing within in the industry towards offshore bond markets. President has established an Offshore Securities Unit and has begun making this shift, gaining solid experience in this area, and seeing stable gains in profitability. Our warrant trading and market-making business has become increasingly stable and transparent and has gained a strong brand reputation step by step within the industry, which has translated into steady profitability. As for our future proprietary trading efforts, we have combined effective trading strategies with strong risk control measures to produce solid profits. Looking forward, we intend to invest in more foreign futures contracts in an effort to produce long-term stable profits.

In addition to expanding our business in pursuit of increasingly attractive performance, we are also committed to increased information transparency and implementing strong corporate governance principles into all aspects of our operations. At the same time, we adhere to all government orders and rulings regarding adjustments to our Articles of Incorporation that are aimed at bolstering internal controls, and our efforts in this regard have won warm praise from the authorities. Indeed, in 2015, we were awarded a the highest A++ rating in the Securities and Futures Institute’s annual “Information Disclosure and Transparency Ranking System”, marking the 8th consecutive year that we were awarded the highest ranking. We also received the highest ranking available for the 1st Annual Corporate Governance Evaluation System from among Taiwan’s 1,393 listed companies in 2015, and the 2nd Annual Corporate Governance Evaluation System in 2016, making us the only securities firm to receive the honor for two consecutive years. Taiwan Ratings also recognized our long-term stable business performance when it maintained our long-term and short-term credit ratings of “twA and twA-1, respectively.

Looking forward to the coming year, we see China economy slowing down, commodity prices falling, and US interest rates rising, all of which indicate global economics still show concerns, and it leads to the shrinking exports of Taiwan. Therefore, the government implements expanding fiscal policies such as stimulating short-term consumer spending to boom the economy. At the same time, Taiwan faces the uncertainty of party alternation. The Directorate-General of Budget, Accounting and Statistics predicts the economic growth can reach 1.47% for 2016, slightly above the figure for last year of 0.75%. Looking at domestic equities markets, the Financial Supervisory Commission (“FSC”) actively implemented a new phase of a program to boost securities market that included expanding crowdfunding platform with equity characteristics, allowing for non-designated loans to be issued by securities firms, and enlarging the scope of targets for day-trading of spot shares. As for underwriting, the government is now allowing venture capital firms to publicly list, and is also currently evaluating whether to permit individual investors from Mainland China to invest in Taiwan funds and foreign currency bonds. The FSC fully expects that its efforts will bring in new business opportunity.

2

I. Letter to Shareholders

In this challenging environment, PSC seizes every opportunity to make profits. Not only proprietary trading business has already internationalized, but the board has also passed the motion to establish a full-licensed joint venture securities firm with Xiamen Financial Investment Group CO., LTD. to rattle thriving Chinese securities market and to bring benefit to our company. I’m confident that everyone is aware of the solid performance of President Securities has delivered over the years. However, it is also plain for all to see that the road ahead will be full of risks and challenges. But, our management team will remain ever vigilant and competitive and will continue to improve our internal management and increase operating performance. At the same time, new technologies will allow for greater convenience, speed and stability, allowing us to meet the IT needs of our customers. Also, as the regulators continue to open up new avenues of business, we will actively push forward in developing those new areas and seek new profit opportunities, and thereby forging our unique identify and business strengths. I am confident that our management team will work hard to improve the overall operations throughout the company, to create solid corporate and shareholder value, and to honor the trust that you, as shareholders, have placed in us.

Let me take this opportunity to thank all of you for your long-standing faith and support for President Securities.

I wish all of you good health, wealth, and happiness.

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Chung-Shen Lin Chairman

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Kuan-Chen Lin President

3

I. Letter to Shareholders

II. Company Profile

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II. Company Profile

II. COMPANY PROFILE

1988

 President Securities Co., Ltd. was incorporated through the memorandum of Securities and Futures Commission, Ministry of Finance with no. (77) Tai-tsai-cheng-II Letter NO. 20093.

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1989

 Amended business name to President Securities Corp. on March 4.  Commencement of official operations on April 3.

1991

  • Merged with Tung-Hsin, Tung-Yung, Tung-Wen, Tung-Ku, Tung-Fu, Tung-Yu, Tung-Hsing, Tung-Wang, Tung-Lai securities agencies.

  • Founding capital of NT$1.4 Billion increased to actual paid-in capital of NT$3.36 Billion after the merger.

1994

  • Performed capital infusion; capital stock after infusion amounted to NT$4.02 Billion.

1995

  • Bolstered capital to NT$7.03 Billion and made President Securities the largest securities company in the country.

  • Became the first Asian securities company to acquire the ISO9002 service quality certification.

1996

 Opened new branches in Yenping, Taoyuan, Sanchung, Tunghsing, and Fengyuan.

1998

 Processed capital infusion; capital stock after infusion amounted to NT$10.18 Billion in May.

4

II. Company Profile

1999

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  • Obtained official approval for OTC listing.

  • Converted retained earnings to paid-in capital, capital stock after infusion amounted to NT$10.91 Billion.

2000

  • In August, acquired Ta Feng Securities Co., Ltd.

  • Converted retained earnings to paid-in capital, capital stock after infusion amounted to NT$12.26 Billion.

2001

  • Executed capital reduction through cancellation of treasury stock, capital stock after asset reduction amounted to NT$11.28 Billion.

2002

  • Listed on the main board in September.

  • Executed capital reduction through cancellation of treasury stock, capital stock after asset reduction amounted to NT$11.41 Billion.

2003

  • Obtained business license for structured notes; Fixed Income business unit licensed as the main dealer for business operation of government bonds issued by Central Bank of China.

2004

 East Tainan Branch, Nei Hu Branch and Renai Branch was established.

  • Was upgraded from twBBB to twBBB+, and was again upgraded to twA-.

5

II. Company Profile

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2006

  • Obtained business license for wealth management.

  • Received the 6th annual National Charity Award, and was the only for-profit business entity among twelve recipients.

2007

  • Long-term credit rating was upgraded from TwA- to TwA, and short-term credit rating was upgraded from twA-2 to twA-1.

2008

  • Issued the first unsecured convertible corporate bond in Taiwan, and received NT$ 3 billion from the offering in May.

  • Established PSC Xiamen business office in China on August 22nd.

2009

  • Executed capital reduction through cancellation of treasury stock, capital stock after asset reduction amounted to NT$11.86 Billion.

2010

 Obtained trust business license issued by FSC.

6

II. Company Profile

2011

  • Established remuneration Committee.

  • Converted retained earnings to paid-in capital. The capital stock after infusion amounted to NT$13.05 billion.

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2012

  • Converted retained earnings to paid-in capital, capital stock after infusion amounted to NT$13.23billion.

2013

  • The total branches remain 35 (including head office.) .

  • Established a subsidiary, PSC Venture Capital Investment Co., Ltd.

2014

  • Established an Offshore Securities Unit (OSU) in July of 2014.

  • Opened new branchs in Xinzhuang, Zhubei, Zhunan, and Xin Taoyuan, bringing the total number of branches to 39.

  • Acquired the brokerage business of Standard Chartered Bank in Taiwan.

2015-2016

In June, 2015, we established an Auditing Committee. In October, we opened a new branch in Ping-Zhen, bringing our total number of branches to 40 (Including our headquarters). In February, 2016, we conducted a capital reduction, resulting in capital stock of NT$13.04 billion.

In May, 2016, we conducted a capital reduction, resulting in capital stock of NT$12.95 billion (as of the printing of this Annual Report).

Note. To get a full understanding about President Securities’ capital structure in recent years, please see chapter IV.

7

II. Company Profile

[III. Corporate Governance]

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8

III. Corporate Governance

III. Corporate Governance

1. Business Organization

1-1 Organization Chart

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8

III. Corporate Governance

1-2 Major Corporate Functions

Brokerage  Accept orders from clients to buy/sell listed securities and forward
to TWSE for execution.
 Accept orders from clients to buy/sell listed securities and forward
to the TPEx exchange for execution.
 Manage custodial services for clients.
 Provide margin financing for securities trading.
 Securities Borrowing and Lending Business.
 Accepting orders to trade Foreign Securities.
 Futures Introducing Broker Business.
 Electronic transaction operations.
 Customer service coordinationprocess.
Financial
Products
 Underwrite equity warrants and conduct option-based hedging
strategies.
 Develop and issue structured products.
 Convertible bond asset swap and option business.
 Trading of equity derivatives.
 New financial product design and development.
 Other financialproducts approved bythe competent authority.
Proprietary
Trading
 Trading of publicly listed securities on the TWSE and TPEx, using
President Securities’ own funds.
 Hedge positions via futures and options markets as a future trader.
 Expand international investment business involving
legally-permitted overseas spot/futures market research and
investments.
Fixed Income
Dealing
 Use own capital to buy and sell domestic and foreign corporate and
government bonds over the TPEx market.
 Use interest rate swaps and other interest rate derivatives, and
matches that with physical government bond trading, to create
diverse trading strategies and products.
 Offer tendering services of Taiwan government bonds.
 Repo and Reverse-Repo transactions.
 Trade overseas convertible bonds.
 Assist with the sales of primary listings of corporate debt and
financial debt issues.
 Provide securities market services to financial institutions and
corporate clients.
Capital Market
(Underwriting)
 Assist corporations in application for public listing on TWSE or
TPEx.
 Assess and advise clients with respect to capital increase plans and
applications to convert private equity into publicly traded stocks.
 Underwrite bonds and foreign depository receipts.
 Assist in M&A activities; provide consulting services on corporate
finance and other specialized areas.
 Other various types of underwritingbusiness.
Futures
Proprietary
Trading
 Trading of futures contracts on the TAIFEX (Taiwan Futures
Exchange) using President Securities’ own funds.

9

III. Corporate Governance

Shareholder
Services
Coordinator
 Coordinate shareholder services on behalf of publicly listed
companies.
 Assist in the coordination of shareholders’ meetings.
 Coordinate the distribution of cash and/or stock dividends to
shareholders.
 Manage the issuance and delivery of tax forms to shareholders.
 Respond to shareholder enquiries and legal issues.
Wealth
Management &
Trust
 Provide customers with the most complete asset arrangement and
finance service planning service.
 Conduct asset allocation for customers through trusts.
 Negotiable securities trust lending business.
 Provide Offshore Securities Unit (OSU) customers with service of
international securities asset allocation, wealth consulting service,
foreign securities or other authorized foreign financialproducts.

Note: The official English name of the Taipei Exchange Market, formerly known as the GreTai Securities Market (GTSM), was changed to the “Taipei Exchange” (abbreviated as “TPEx”) on 24[th] , Feb, 2015.

2. Directors, Supervisors and Management Team

2-1Professional qualifications and independence analysis of directors and supervisors

Meet One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work
Meet One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work
Meet One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work
Independence Criteria(Note)
Number of
Criteria Experience
Other Public
An Instructor or Higher A Judge, Public Prosecutor,
Have Work

1
2 3 4 5 6 7 8 9 10
Companies
Position in a Department Attorney, Certified Public Experience in the
in Which the
of Commerce, Law, Accountant, or Other Areas of
Individual is
Finance, Accounting, or Professional or Technical Commerce, Law,
Concurrently
Other Academic Specialist Who has Passed Finance, or
Serving as
Department Related to
th Bin Nd f
a National Examination and
bn Ardd Crtifit

Accounting, or
Othri

an

Name e usess ees o
the Company in a Public
ee wae a ecae
in a Profession Necessary
ewse
Necessary for
Independent
Director

or Private Junior College,
College orUniversity

for the Business of the

the Business of
Company the Company
Chairman / V V V V V V V V
Lin, Chung-Shen
Delegate of V 0
Kai Nan
Investment Co.,
Ltd.
Director / V V V V V V V V V 0
Lin, Kuan-Chen
Director /Cheng, V V V V V V V 0
Kao-Huei
Director / V V V V V V 0
Kao, Shiow- Ling
Director / V V V V V V V V V V V 0
Teng, Wen- Hwi
Director / V V V V V V V V
Lee, Tong-Liang
Delegate of Hui V 0
Tung

Investment
Co.,Ltd.
Director / V V V V V V V V
Chang, Ming-
Chen
Delegate of V 0
Leg Horn
Investment
Co.,Ltd.

10

III. Corporate Governance

Director / V V V V V V V V
Tu, Li-Yang
Delegate of V 0
Ta Le Investment

Holding
Co., Ltd.
Director / V V V V V V V V V 0
Lee, Shy-Lou
Director /Duh, V V V V V V V 0
Bor-Tsang
Director /
V V V V V V V V
Lee, Shu-Fen V 0
Delegate of

**China F.R.P. Corp. **
Director / Hsieh V V V V V V V
Hong, Hui-Tzu
Delegate of V 0
Kai Nan

Investment Co.,
Ltd.
Director / Liu, V V V V V V V
Tsung-Yi
Delegate of V 0
Kai Nan

Investment Co.,
Ltd.
Director / Lin, V V V V V
V
V
Cheng-Te
Delegate of V 0
Kai Nan

Investment Co.,
Ltd.
Director / Lu, V V V V V V V
Li-An Delegate of

Kai Nan
V 0
Investment Co.,
Ltd.
Independent V V V V V V V V V V

Director/Wu,
V 0
Tsai-Yi
Independent V V V V V V V V V V

Director/ Lee,
V 1
Kwang-Chou
Independent V V V V V V V V V V

Director/ Fu,
V 0
Kai-Yun
Independent V V V V V V V V V V

Director /Liang,
V V 0
Yann-Ping

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

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

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

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

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

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

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

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

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

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

11

III. Corporate Governance

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

2-2 Compensation for Directors& Supervisors

For Directors

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Unit: NT$ thousands
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Compensation
Compensation
Paid to Directors
Ratio of Total
from an Invested
Title Compensation Base (A) Severance Pay (B) Compensation Directors to Allowances (D) Net Income (%) Remuneration (A+B+C+D) to Company Other Company’s than the
(C) Subsidiary
PSC PSC PSC PSC PSC
PSC PSC PSC PSC PSC
Group Group Group Group Group
0 0 0 0 22, 293 22,293 10,699 10,699 3.4488 3.4488 None
Total Directors
(including Independent Directors)
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Chairman: Lin, Chung-Shen (Note 3)

Former Chairman: Teng, A-Hua (Note 3)

Director: Lin, Kuan-Chen/ Chang, Ming-Chen/ Pi, Chien-Kuo& Lee, Tong-Liang (Note 4)

  • / Hsieh, Chih-Peng& Liu, Tsung-Yi (Note 5)/ Lin, Cheng-Te /Hsieh Hong, Hui-Tzu/ Lu, Li-An (Note 6)/ Lee, Shy-Lou/ Tu, Li-Yang/ Cheng, Kao-Huei/ Duh, Bor-Tsang/ Kao, Shiow-Ling/ Teng, Wen- Hwi (Note 7) / Lee, Shu-Fen (Note 8)/ Wu, Tsai-Yi/ Lee, Kwang-Chou/ Fu, Kai-Yun/ Liang,Yann-Ping (Note 7)

  • Note 1: 2015 After-tax profit: for President Securities and for President Securities on a consolidated basis: NT$956 million.

  • Note 2: Compensation was calculated as of December 31, 2015; Compensation distribution proposal is based on said earnings..

  • Note 3: The Company called a board meeting on June 29, 2015, and Lin, Chung-Shen was chosen as Chairman.

  • Note 4: Lee, Tong-Liang was elected as the Director Representative for Hui Tung Investment Co., Ltd. on July 20, 2015 , replacing outgoing representative Pi, Chien-Kuo.

  • Note 5: Liu, Tsung-Yi was elected as the Director Representative for Kai Nan Investment Co., Ltd. on June 18, 2015, replacing outgoing representative Hsieh, Chih-Peng.

  • Note6: Lu, Li-An, who was a former Supervisor, became the Director representative of Kai Nan Investment Co. Ltd. on June 18, 2015.

  • Note7: Teng, Wen- Hwi and Liang, Yann-Ping were chosen as Director and Independent Director, respectively, on June 18, 2015.

  • Note8: Lee, Shu-Fen, who was a former Supervisor and representative of China F.R.P Corp., became simply the Director Representative of China F.R.P Corp. on June 18, 2015.

12

III. Corporate Governance

Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
Range of Remuneration
Companies in the
Companies in the
consolidated
The company The company
consolidated
financial
financial statements
statements
Under NT$ 2,000,000(Note1) 17 17 17 17
NT$2,000,001 ~ NT$5,000,000 (Note2) 2 2 2 2
NT$5,000,001 ~ NT$10,000,000 (Note3) 1 1 1 1
NT$10,000,001 ~ NT$15,000,000 0 0 0 0
NT$15,000,001 ~ NT$30,000,000 0 0 0 0
NT$30,000,001~ NT$50,000,000 0 0 0 0
NT$50,000,001 ~ NT$100,000,000 0 0 0 0
Over NT$100,000,000 0 0 0 0
Total 20 20 20 20
  • Note 1: Leg Horn Investment Co., Ltd. / Hui Tung Investment Co., Ltd. / Kai Nan Investment Co., Ltd.(4 seats) / Ta Le Investment Holding Co., Ltd. / China F.R.P. Corp. / Lee , Shy-Lou / Duh, Bor-Tsang / Cheng, Kao-Huei / Kao, Shiow-Ling/ Teng, Wen- Hwi/ Wu, Tsai-Yi/ Lee, Kwang-Chou/ Fu, Kai-Yun/ Liang, Yann-Ping

  • Note 2: Canking Investment Co., Ltd. / Lin, Kuan-Chen

Note 3: Kai Nan Investment Co., Ltd.: Lin, Chung-Shen

For Supervisor

Unit: NT$ thousands

Title/Name Ratio of Total
Remuneration
(A+B+C) to Net
Income (%)
Ratio of Total
Remuneration
(A+B+C) to Net
Income (%)
Compensation
Paid to
Supervisors
from an
Invested
Company
Other than the
Company’s
Subsidiary
Compensation
Base
Compensation
(A)
Bonus to
Supervisors (B)
Allowances (C)
PSC PSC
Group
PSC PSC PSC PSC PSC PSC

Group Group Group
Supervisor /
Lee, Shu-Fen
China F.R.P Corp.
0 0 0 0 484 484 0.0506 0.0506 None
Supervisor /
Chuang, Tsai-Fa
Supervisor /
Lu, Li-An
  • Note 1: On June 18, 2015, the company held a board meeting at which an Audit Committee was established and the Supervisor positions were eliminated.

  • Note 2: On June 18, 2015, Director representative, Lee, Shu-Fen ended her term as Supervisor and representative of China F.R.P Corp., and was then elected as Director and representative of China F.R.P Corp..

  • Note 3: On June 18, 2015, Director Representative, Lu, Li-An ended her term as Supervisor, and was then elected as Director and representative of Kai Nan Investment Co. Ltd.

13

III. Corporate Governance

Name of Supervisors Name of Supervisors
Range of Remuneration Total of (A+B+C)
Companies in the consolidated
The company
financial statements
Under NT$ 2,000,000(Note) 3 3
NT$2,000,001 ~ NT$5,000,000 0 0
NT$5,000,001 ~ NT$10,000,000 0 0
NT$10,000,001 ~ NT$15,000,000 0 0
NT$15,000,001 ~ NT$30,000,000 0 0
NT$30,000,001 ~ NT$50,000,000 0 0
NT$50,000,001 ~ NT$100,000,000 0 0
Over NT$100,000,000 0 0
Total 3 3

Note : China F.R.P. Corp. / Chuang, Tsai-Fa/ Lu, Li-An

For President、Vice President and Chief Auditor

Unit: NT$ thousands

Title/Name Compensation Compensation Compensation Compensation Ratio of total
compensation
(A+B+C+D) to
net income (%)
Ratio of total
compensation
(A+B+C+D) to
net income (%)
Whether or
not any
compensation is
received from
Salary(A) Severance Pay
(B)
Bonuses and
Allowances (C)
Profit Sharing-
Employee
Compensation
(D)

other re-invested
PSC PSC
Group
PSC PSC
Group
PSC PSC
Group
PSC PSC
Group
PSC PSC
Group
businesses than
subsidiaries
President
、Vice
President
and
Chief
Auditor
26,567 26,567 1,292 1,292 47,300 47,300 845 845 7.9451 7.9451 None
  • Note 1: 2015 After-tax profit: for President Securities and for President Securities on a consolidated basis: NT$956 million.

  • Note 2: Compensation was calculated as of December 31, 2015; Employee Compensation was booked as of December 31, 2015.

  • Note 3: Lin, Chung-Heng ended his term as Vice President on September 17, 2015, and was replaced by Peng, Bow-Win on September 17, 2015.

14

III. Corporate Governance

Name of President and Vice President Name of President and Vice President
Range of Remuneration Companies in the consolidated
The company

financial statements
Under NT$ 2,000,000( Note 1) 1 1
NT$2,000,000 ~ NT$5,000,000 ( Note 2) 7 7
NT$5,000,000 ~ NT$10,000,000( Note 3) 1 1
NT$10,000,000 ~ NT$15,000,000 ( Note 4) 2 2
NT$15,000,000 ~ NT$30,000,000( Note 5) 1 1
NT$30,000,000 ~ NT$50,000,000 0 0
NT$50,000,000 ~ NT$100,000,000 0 0
Over NT$100,000,000 0 0
Total 12 12

Note 1: Peng, Bow-Win(Elected as Vice President on September 17, 2015) Note 2: An, Chi-Li/ Lee, Wen-Sheng/ Lin, Chung-Heng(ended his term as Vice President on September 17, 2015)/ Kuo, Li-Yun/ Chen, Kai-Ching/ Huang, Chiung-Huang/ Pan, Chun-Hsien Note 3: Huang, Jun-Jen Note 4: Lin, Kuan-Chen/ Tsai, Sen-Bu Note 5: Yang, Kai-Chih

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

Year Ratio of total remuneration paid to directors, supervisors, presidents and vice
presidents to net income (%)
Ratio of total remuneration paid to directors, supervisors, presidents and vice
presidents to net income (%)
The company Companies in the consolidated
financial statements
2014 8.94% 8.94%
2015 11.45% 11.45%

15

III. Corporate Governance

2-3 Information regarding directors, supervisors, management team and branch manager

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
1.Director of President Futures Corp.
2.Director of President Securities (HK) Ltd.
3.Director of President Securities (BVI) Ltd.
1.Chairman of President Futures Corp. 4.Director of President Securities (Nominee) Ltd.
Republic Of
President Lin, Kuan-Chen 2005.01.21 3,000,000 0.23 0 0 0 0 2.Vice Chairman and President of President 5.Director of President Wealth Management (HONG KONG) Ltd.
China
Securities Corp. 6. Chairman of PSC Venture Capital Investment Co., Ltd.
7. Director of Taiwan Futures Exchange
8. Director of Q-WARE Systems &Services Corp.
9. Chairman of Feng-Shuo Corp.
Shareholder

Republic Of
Huang, Chiung- 1.Assistant Vice President of President
Services Department 2000.06.08 0 0 0 0 0 0 N/A

China
Huang Securities Corp.
Vice President
1.Vice President of Grand Asia Asset
Capital Market
Republic Of Management
Department Kuo, Li-Yun 2000.06.08 178,465 0.01 0 0 0 0
1.Director of PSC Venture Capital Investment Co., Ltd.
China 2. Assistant Vice President of Yuanta Securities
Vice President
Co., Ltd
Information System
1.Assistant Vice President of President
Department &
Republic Of Securities Corp. 1.Director of President Futures Corp.
Administration Lee, Wen-Sheng 2002.06.26 58 0 15 0 0 0
China 2.Assistant Vice President of China Securities 2. Director of President Insurance Agency Corp.
Department
Co., Ltd.
Vice President
Fixed Income 1.Senior Deputy Manager of China Bills
Republic Of
Department Tsai, Sen-Bu 2003.06.18 291,818 0.02 0 0 0 0 Finance Corporation N/A
China
Vice President 2.Project Manager of President Securities Corp.
1.Assistant Vice President of MasterLink 1.Director of President Securities (HK) Ltd.
Securities Corp. 2.Director of President Securities (BVI) Ltd.
Finance Department Republic Of
An, Chi-Li 2004.06.30 145,546 0.01 0 0 0 0 2.SVP of Ta Chong Bank LTD. 3.Director of President Securities (Nominee) Ltd.
Vice President China
3.Head of Treasury of Barclays Bank PLC 4.Director of President Wealth Management (HONG KONG) Ltd.
4.Treasurer of Societe Generale 5. Supervisor of President Insurance Agency Corp.

16

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Proprietary Trading 1.Assistant Vice President of President Securities
Republic Of
Department Yang , Kai-Chih 2006.03.21 127,085 0.01 0 0 0 0 Corp. N/A
China
Vice President 2.Manager of President Securities Corp.
Derivatives 1.Vice President of Oriental Securities
Proprietary Trading Republic Of Corporation
Huang, Jun-Jen 2009.03.26 100,008 0.01 0 0 0 0 N/A
Department China 2.Assistant Vice President of MasterLink
Vice President Securities Corp.
Financial Product 1.Sales Assistant Vice President of MasterLink
Republic Of
Department Pan, Chun-Hsien 2011.09.01 28,605 0 0 0 0 0 Securities Corp. N/A
China
Vice President 2.Manager of President Securities Corp.
Auditing Office Republic Of 1.Senior Manager of President Securities
Chen, Kai-Ching 1996.03.02 90,350 0.01 0 0 0 0 N/A
Chief Auditor China 2.Chief Auditor of President Securities
Settlement &
Clearing Department Republic Of Cheng, 1.Manager of President Securities
2005.06.21 63,016 0.01 0 0 0 0 N/A
Assistant Vice China Yao-Tung 2.Deputy Manager of President Securities
President
Capital Market 1.Senior Vice President of Capital Securities
Republic Of Chueh,
Department 2014.06.01 0 0 0 0 0 0 2.Assistant Manager of First Taiwan Securities N/A
China Chih-Chung
Sales Vice President Inc.
President Office 1.Vice President of President Securities Corp.
Republic Of
Project Vice Lin, Chung-Heng 2015.11.23 649,271 0.05 0 0 0 0 2.Special Assistant of Uni-President Assets N/A
China
President Management Corp.
Compliance Division 1.Manager, Deputy Manager of President
Republic Of
Assistant Vice Hung, Ying-Che 2008.03.19 50,909 0 0 0 0 0 Securities N/A
China
President 2.Specialist of Sam Shin TradingCo. Ltd.
Human Resource
Division Republic Of 1.Senior Manager of President Securities
Yu, Hung-Chieh 2010.08.15 0 0 0 0 0 0 N/A
Assistant Vice China 2.Special Assistant of President Securities
President
President Office
Republic Of 1.Senior Manager of President Securities
Assistant Vice Chen, Nai-Chen 2013.06.01 356 0 0 0 0 0 N/A
China 2.Manager of President Securities
President

17

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Mainland China 1.Project Assistant Vice President of President
Business Division Republic Of Chen, Securities
2013.06.01 86 0 0 0 0 0 N/A
Assistant Vice China Long-Chien 2.Branch Assistant Vice President of President
President Securities
Finance Department Accountant In Charge of President Personal Insurance Agency Co., Ltd.
Republic Of 1.Senior Manager of President Securities
Assistant Vice Lu, Chia-Chen 2013.06.01 2,183 0 0 0 0 0 Accountant In Charge of President Insurance Agency Co., Ltd
China 2.Manager of President Securities
President Accountant In Charge of PSC Venture Capital Investment Co., Ltd
Capital Market
Department Republic Of Chang, 1.Senior Manager of President Securities
2013.06.01 0 0 0 0 0 0 N/A
Assistant Vice China Chin-Yung 2.Manager of President Securities
President
Capital Market
Department Republic Of 1.Senior Manager of President Securities
Tsai, Pao-Sheng 2013.06.01 38,908 0 203 0 0 0 N/A
Assistant Vice China 2.Manager of President Securities
President
Risk Control Office Republic Of Chang, 1.Senior Manager of President Securities
2015.11.09 14,059 0 0 0 0 0 N/A
Senior Manager China Ping-Chuan 2.Manager of President Securities
Brokerage
Republic Of 1.Assistant Vice President of President Securities
1.Director of President Futures Corp.
Department Peng, Bow-Win 2015.09.17 72,277 0 0 0 0 0
China 2.Senior Manager of President Securities 2.Director of President Insurance Agency Co., Ltd.
Vice President
Brokerage
Department 1.Assistant Vice President of Hua Nan Securities
Republic Of Chang,
Senior District 2003.05.21 1,310 0 0 0 0 0 2.Assistant Vice President of Sino-Trade N/A
China Hung-Shuo
Assistant Vice Securities
President
Brokerage
Department
Republic Of 1.Manager of President Securities
District Assistant Chuang, Chi-Hung 2006.10.01 154,392 0.01 0 0 0 0 N/A
China 2.Deputy Manager of President Securities
Vice President

18

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Brokerage
Department Republic Of 1.Manager of President Securities
Chiu, Shyh-Tyng 2008.01.01 1,000 0 7,000 0 0 0 N/A
District Assistant China 2.Deputy Manager of President Securities
Vice President
Brokerage
Department Republic Of 1.Assistant Vice President of President Securities
Lin, Li-Lin 2014.04.01 5,693 0 0 0 0 0
N/A
District Assistant China 2.Manager of Dafeng Securities
Vice President
Customer Service
Center Republic Of 1.Manager of President Securities
Huang, Hsien-Yi 2007.05.01 0 0 0 0 0 0 N/A
Assistant Vice China 2.Manager of International Securities
President
Global Institutional
1.Manager of Jih Sun Securities
Service Dept. Republic Of
Wang, Shi-Cheng 2010.06.29 0 0 0 0 0 0 2.Analyst of Solomon Smith Barney New York, N/A
Assistant Vice China
Citigroup
President
Wealth Management
1.Deputy Manager of Tai An Securities
and Trust Republic Of
Lin, Yu-Ming 2015.06.01 0 0 0 0 0 0 2.Assistant Project Manager of President N/A
Department China
Securities
Manager
Tunghsing Equity
Department Republic Of 1.Manager of Taiwan Securities Co., Ltd.
Kao, Jung 2009.04.01 379 0 0 0 0 0 N/A
Branch Assistant China 2.Manager of Yuanta Securities
Vice President
Tunghsing Equity
Republic Of
Department Hung, Yu-Ting 2014.07.01 0 0 0 0 0 0 1.Manager of President Futures Corp. N/A
China
Manager
Tunghsing Equity
Republic Of 1.Deputy Manager of President Securities
Department Chen, Te-Chang 2015.07.01 0 0 0 0 0 0 N/A
China 2.Sales of President Securities
Manager
Kaohsiung Branch Republic Of 1.Assistant Vice President of KGI Securities
Wu, Huan-Chung 2013.04.01 0 0 0 0 0 0 N/A
Manager China 2.Manager of Taiwan Securities Co., Ltd.

19

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Dunnan Branch 1.Sales Vice President of KGI Securities
Republic Of
Branch Assistant Liao, Shun-Ping 2013.12.01 0 0 0 0 0 0 2.Sales Vice President of Taiwan Securities Co., N/A
China
Vice President Ltd.
Zhongli Branch
Republic Of Chiang, 1.Manager of President Securities
Branch Assistant 2007.12.19 0 0 0 0 0 0 N/A
China Tsong-Shyan 2.Manager of Kurn Bern Machinery Company
Vice President
Chengzhong Branch Republic Of Chen, 1.Manager of President Securities
2014.10.01 0 0 0 0 0 0 N/A
Manager China Chih-Lung 2.Manager of President Futures Corp.
Tainan Branch Republic Of 1.Manager of President Securities
Tu, Ching-Feng 2009.12.17 225,651 0.02 0 0 0 0 Supervisor of Integrated Service Technology
Manager China 2.Vice President of Shun Fu Tai Industrial Co.
Taichung Branch
Republic Of 1.President of Jiu Ding Securities Company
Branch Assistant Liao, Chen-Yin 2001.11.12 0 0 0 0 0 0 N/A
China 2.Vice President of Tian Fa Securities Company
Vice President
1.Deputy Manager of President Securities
Hsinchu Branch Republic Of
Lee, Chin-Yi 2014.09.01 0 0 0 0 0 0 2.Sales Assistant Manager of Taiwan Securities N/A
Manager China
Co., Ltd.
Chiayi Branch 1.Assistant Vice President of China Securities
Republic Of
Assistant Vice Tai, Kuo-Chun 2005.06.01 0 0 0 0 0 0 Co., Ltd. N/A
China
President 2.Manager of Yuanta Securities
Pingtung Branch Republic Of 1.Sales Manager of President Securities
Wang, Chien-Min 2009.04.01 0 0 0 0 0 0 N/A
Manager China 2.Deputy Manager of President Securities
Keelung Branch Republic Of Huang, 1.Manager of President Securities
2013.04.01 86 0 0 0 0 0 N/A
Senior Manager China Ming- Fa 2.Deputy Manager of Yuanta Securities
Yonghe Branch Republic Of Tseng, 1.Deputy Manager of President Securities
2012.01.01 0 0 0 0 0 0 N/A
Manager China Chien-Ming 2.DeputyProject Manager of SinoPac Bank

20

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Sanmin Branch
Republic Of 1.Manager of President Securities
District Assistant Chuang, Chi-Hung 2015.09.01 154,392 0.01 0 0 0 0 N/A
China 2.Deputy Manager of President Securities
Vice President
Xin Taichung Branch

Republic Of
1.Manager of President Securities
Branch Assistant Yang, Kuo-Chen 2011.01.01 0 0 0 0 0 0 N/A
China 2.Deputy Manager of SAMPO Securities
Vice President
Hsinying Branch Republic Of Hsiao, 1.Deputy Manager of President Securities
2013.04.01 4,367 0 0 0 0 0 N/A
Manager China Pai-Cheng 2.Sales of President Securities
1.Senior Assistant Vice President of KGI
Changhua Branch
Republic Of Securities
Assistant Vice Huo, Ju-Liang 2009.08.27 0 0 0 0 0 0 N/A
China 2.Senior Assistant Vice President of Pacific
President
Securities
Yenping Branch Republic Of 1.Deputy Manager of President Securities
Shao, Yun-Wen 2014.12.01 0 0 0 0 0 0 N/A
Manager China 2.Project Manager of First Securities Inc.
Taoyuan Branch Republic Of 1.Manager of Yuanta Core Pacific Securities
Tung, Chiu-An 2013.04.01 191 0 0 0 0 0 N/A
Manager China 2.Assistant Manager of National Securities
Yuanlin Branch Republic Of 1.Manager of Yuanta Securities
Yu, Fu-Tsun 2005.06.21 0 0 0 0 0 0 N/A
Manager China 2.Sales of Yuanta Securities
Sanchung Branch
Republic Of 1.Deputy Manager of Ta Shin securities company
Branch Assistant Kao, Hao-Chen 2013.04.01 0 0 0 0 0 0
N/A
China 2.Deputy Manager of Yuanta Securities
Vice President
Fengyuan Branch Republic Of Lin, 1.Manager of President Securities
2011.01.01 40,170 0 0 0 0 0 N/A
Manager China Cheng-Feng 2.Manager of Tai Yu Securities
Shilin Branch Republic Of 1.Deputy Manager of Yuanta Securities Co., Ltd.
Hsu, Fu-Chiang 2014.10.01 0 0 0 0 0 0 N/A
Manager China 2.Senior DeputyManager of KGI Securities
Tali Branch Republic Of 1.Deputy Manager of President Securities
Fang, Wu- Hsin 2015.05.01 261 0 0 0 0 0 N/A
Manager China 2.Sales DeputyManager of President Securities
Panchiao Branch Republic Of 1.Deputy Manager of President Securities
Yu, Ping-Tse 2012.01.01 0 0 0 0 0 0 N/A
Manager China 2.Sales Executive of Hua Nan Securities

21

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Sanduo Branch Republic Of 1.Manager of President Securities
Tsai, Yi-Chen 2006.03.21 0 0 0 0 0 0 N/A
Manager China 2.Sales Manager of SinoPac Holding
1.Manager of Retail Securities Brokerage Business
Sanduo Branch Republic Of of Standard Chartered Bank (Taiwan)Ltd
Chen, Chih-Yang 2014.10.10 0 0 0 0 0 0 N/A
Manager China 2.Assistant Vice President of Taiwan International
Securities Co.
Szichih Branch 1.Assistant Vice President of Concord Securities
Republic Of
Branch Assistant Hu, Wen-Chieh 2013.04.01 0 0 0 0 0 0 Co., Ltd. N/A
China
Vice President 2.Manager of Polaris Securities Co., Ltd.
Ilan Branch Republic Of Chiang, 1.Manager of KGI Securities
2014.12.01 0 0 0 0 0 0 N/A
Senior Manager China Jen- Chu 2.Manager of Capital Securities
Nanjing Branch
Republic Of 1.Sales Deputy Manager of President Securities
Assistant Vice Chang, Wen-Lung 2009.04.01 0 0 0 0 0 0 N/A
China 2.Sales of President Securities
President
Kuting Branch Republic Of 1.Sales Manager of China Securities Co., Ltd.
Chiu, Ming-Kai 2013.12.01 0 0 0 0 0 0 N/A
Manager China 2.Administrator of Panasonic Taiwan Co., Ltd.
Kinmen Branch Republic Of 1.Deputy Manager of Capital Securities
Li, Yu- Min 2014.04.01 0 0 0 0 0 0 N/A
DeputyManager China 2.Specialist of President Securities
Tucheng Branch
Republic Of 1.Manager of President Securities
Branch Assistant Chu, Po-Lin 2012.01.01 .0 0 0 0 0 0 N/A
China 1.Deputy Manager of President Securities
Vice President
Songjiang Branch Republic Of 1.Deputy Manager of Capital Securities
Lai, Chueh-An 2015.07.01 0 0 0 0 0 0 N/A
Manager China 2. Manager of Horizon Securities
Neihu Branch
Republic Of 1.Manager of President Securities
Branch Assistant Chen, Chi-Heng 2014.10.01 0 0 0 0 0 0 N/A
China 2.Manager of China Securities
Vice President
Renai Branch
Republic Of 1.Manager of President Securities
Branch Assistant Yang, Chun-Chen 2013.12.01 0 0 0 0 0 0 N/A
China 2.Sales Deputy Manager of President Securities
Vice President

22

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
1. Manager of Retail Securities Brokerage
Renai Branch Republic Of Business of Standard Chartered Bank (Taiwan)
Peng, Chi-Chao 2014.10.10 0 0 0 0 0 0 N/A
Manager China Ltd.
2.Manager of Taiwan Business Bank
Xindian Branch Republic Of Huang, 1.Senior Manager of KGI Securities
2013.09.11 0 0 0 0 0 0 N/A
Senior Manager China Chien-Hsin 2.Manager of Taiwan Securities Co., Ltd.
Xinzhuang Branch Republic Of 1.Manager of KGI Securities
Kao , Min-Chou 2014.07.21 0 0 0 0 0 0 N/A
Manager China 2.Sales Deputy Manager of Capital Securities
Xinzhuang Branch Republic Of 1.Deputy Manager of KGI Securities
Chen, I-Ju 2014.07.21 0 0 0 0 0 0 N/A
Manager China 2.DeputyManager of Taiwan Securities Co., Ltd.
Zhubei Branch
Republic Of 1.Manager of President Securities
District Assistant Chiu, Shyh-Tyng 2016.03.22 1,000 0 7,000 0 0 0 N/A
China 2.Deputy Manager of President Securities
Vice President
1.Manager of Retail Securities Brokerage
Xin Taoyuan Branch Republic Of Business of Standard Chartered Bank (Taiwan)
Wu, Shao-Kuang 2014.10.10 0 0 0 0 0 0 N/A
Manager China Ltd.
2.Manager of Hsinchu International Bank
1.Manager of Retail Securities Brokerage
Xin Taoyuan Branch Republic Of Business of Standard Chartered Bank (Taiwan)
Chang, Hung-Ren 2014.10.10 0 0 0 0 0 0 N/A
Manager China Ltd.
2.DeputyManager of Hsinchu International Bank
1.Manager of Retail Securities Brokerage
Zhunan Branch Republic Of Business of Standard Chartered Bank (Taiwan)
Peng, Hsiu-Chin 2014.10.10 0 0 0 0 0 0 N/A
Manager China Ltd.
2.Manager of Hsinchu International Bank
1.Manager of Retail Securities Brokerage
Business of Standard Chartered Bank (Taiwan)
Pingzhen Branch Republic Of
Li, Shu-Jung
2015.10.26
0 0 0 0 0 0 Ltd. N/A
Manager China
2.Bank Teller of Hsinchu International Bank

23

III. Corporate Governance

Nationality/ D

Shareholding
by Nominee
Current
Shareholding
Spouse & Minor
Shareholding
Title Country of
Origin
Name ate
Elected
Arrangement Experience(Education) Other Position
Share
Shares Shares %
s
Offshore Securities
Republic Of 1.Deputy Manager of President Securities
Unit Lai, Chung-Chih 2014.07.07 0 0 0 0 0 0
N/A
China 2.Deputy Project Manager of President Securities
DeputyManager

24

III. Corporate Governance

3. Corporate Governance

In an effort to implement prudent corporate governance measures in line with the “Principles for Corporate Governance for Securities Firms” and with relevant laws and regulations, President Securities adopted such guidelines by the 13th meeting of the 9th Board of the company held on August 7, 2014, and will abide by said principles.

3-1 Protection of Shareholders' Equity

firewall and confidentiality procedures, the disclosure of important events, educational guidance rules, etc.

3-2 Board Composition and Operation

 When selecting directors, President Securities uses a comprehensive approach so as to put together a professional yet independent team that can exercise its duties in an objective manner. Overall, we ensure that our directors posse the following skills:

Communicate with Shareholders

We have assigned a spokesperson to be responsible for providing information to shareholders and investors, and for posting periodical and non-periodical financial and operating information on the government-operated MOPS website. We have also setup an “Investor Area” on our website where investors and shareholders can obtain information on the following:

i) President Securities’ design and sale of financial products adheres to all relevant laws and regulations.

ii) Company introduction in Chinese and English.

iii) Company financial statements.

iv) Board of Director meeting Minutes.

v) Investor Suggestion Box, which is manned by Public Affairs personnel who are responsible for replying to all comments received.

Ownership Structure and Shareholders’ Rights

i) PSC maintains close relationships with key shareholders and assigns dedicated shareholder services personnel to continually monitor any changes in the shareholdings of these key shareholders.

ii) The finance and business of our company and its subsidiaries are in separate operation. In term of management right/obligation there is a clear line between our company and its subsidiaries. All the relations and trades are dealt with in accordance with law. “Surveillance governing internal-control system for branch offices” has also been set up as a controlling and governing mechanism for our branch offices. iii) In an effort to prevent insider trading and to protect the interests of investors, we have adopted and implemented the “Important Event Internal Handling Procedures”, which outlines clear division of responsibilities, adequate

i) Operational decision-making ability. ii) Accounting and financial analysis ability. iii) Management ability. iv) Crisis management ability.

v) Industry knowledge. vi) Knowledge of international markets. vii) Leadership ability. viii) Strategic knowledge. ix) Risk management knowledge.

 Based on regulation of corporate governance of securities dealers, the Board evaluates and assigns the appointment of independent accountants annually. According to article 46 and article 47 of Certified Public Accountant Act, "honesty, impartiality, objectivity and independence,” the company sets up the independent items of declaration, which issued by the certified public detached accountants. Accountant Lin, SK, Huang, James, and Hsu, Chi-Chang from PricewaterhouseCoopers Taiwan proved to be qualified as CPA for company's financial and tax accountants.

 President Securities has already added independent directors to its board, has established a remuneration committee, a risk management committee, and an audit committee.

25

III. Corporate Governance

 President Securities has yet to establish a “Board Performance Evaluation” procedure. The board conducts its business in accordance with Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and in accordance with the companies own Rules of Procedure for Board of Directors Meetings.

 Remuneration Committee

i) The company has established the Remuneration Committee by Sept. 30[th] , 2011 in accordance with the order from government.

ii) Operation:

The committee is composed of four members. The tenure of the committee is effective from June 29[th] , 2015 to June 17[th] , 2018. Total of 2 meetings of the committee were held recently and the attendance condition was as follows:

Title Name Attendance
in Person
By
Proxy
Attendance
rate (%)
convener Wu, Tsai-Yi 2 0 100%
member Lee,
Kwang-Chou
2 0 100%
member Fu, Kai-Yun 2 0 100%
member Liang,
Yann-Ping
2 0 100%

26

III. Corporate Governance

Professional Qualifications and Independence Analysis of Remuneration Committee Members

Meets One of the Following Professional Qualification Meets One of the Following Professional Qualification Meets One of the Following Professional Qualification
Independence Criteria

Requirements Together with at Least Five Years’
Number of
,
Work Experience
(Note) Other
Public
Criteria An instructor or A judge, public Has work experience
Cmni
higher position in a prosecutor, attorney, in the areas of opaes
in Which
department of Certified Public commerce, law,
the
commerce, law, Accountant, or other finance, or
Individual
fi i fil i
nance, accountng, proessona or accountng, or is
or other academic technical specialist otherwise necessary
department related to

who has passed a

for the business of
1 2 3 4
5 6 7 8 Concurren

the business needs of



national examination

the Company
tly Serving
the Company in a and been awarded a as an
Remunerat
Name public or private
certificate in a
ion
junior college, profession necessary
Committee
college or university for the business of
Member
the Company
Independent
Director
V V V V V V V V
Wu, Tsai-Yi V 0
Independent
Director
Lee, V V V V V V V V
V 0
Kwang-Chou
Independent
Director
V V V V V V V V
Fu, Kai-Yun V 0
Independent
Director
Liang, V V V V V V V V
V V 0
Yann-Ping

Attendance of Board of Directors Meeting

Total of 6 meetings of the board of directors were held in the year of 2015. Directors’ attendance condition was as follows:

Attendance Attendance
Title Name By Proxy
in Person rate (%)
Kai Nan Investment Co., Ltd.
Chairman 4 0 100%
Rep. Lin,Chung-Shen
Independent Director
Wu, Tsai-Yi
6 0 100%
Independent Director
Fu, Kai-Yun
6 0 100%
Independent Director
Lee, Kwang-Chou
6 0 100%
Independent Director
Liang, Yann-Ping
4 0 100%
Director Lin, Kuan-Chen 6 0 100%
Director Cheng, Kao-Huei 1 5 17%
Director Kao, Shiow-Ling 1 5 17%
Kai Nan Investment Co., Ltd.
Director 5 1 83%
Rep. Hsieh Hong,Hui-Tzu
Kai Nan Investment Co., Ltd.
Director 4 2 67%
Rep. Lin,Cheng-Te
Kai Nan Investment Co., Ltd.
Director 4 0 100%
Rep. Liu,Tsung-Yi

27

III. Corporate Governance

Attendance Attendance
Title Name By Proxy
in Person rate (%)
Kai Nan Investment Co., Ltd.
Director 4 0 100%
Rep. Lu,Li-An
Director Duh, Bor-Tsang 6 0 100%
Leg Horn Investment Co., Ltd.
Director 6 0 100%
Rep. Chang, Ming-Chen
Director Teng, Wen-Hwi 1 3 25%
Hui Tung Investment Co., Ltd.
Director 3 1 75%
Rep. Lee,Tong-Liang
China F.R.P Corp.
Director 4 0 100%
Rep. Lee,Shu-Fen
Director Lee, Shy-Lou 5 1 83%
Ta Le Investment Holding Co.,
Director Ltd. 5 1 83%
Rep. Tu,Li-Yang
Canking Investment Co., Ltd.
Former Chairman 2 0 100%
Rep.Teng,A-Hua
Hui Tung Investment Co., Ltd
Director 2 0 100%
Rep. Pi,Chien-Kuo
Kai Nan Investment Co., Ltd.
Director 0 2 0%
Hsieh,Chih-Peng.
Nominee Directors and Independent Directors Those recused themselves for conflicts of
interest with the party to in the left column
Kai Nan Investment Co., Ltd.
Rep. Lin, Chung-Shen/ Liu, Tsung-Yi/
Lin, Cheng -Te/ Hsieh Hong, Hui-Tzu/
Lu,Li-An,
Chang, Ming-Chen (Chang, Ming-Chen
serves on behalf of Hsieh Hong, Hui-Tzu)/
Lin, Cheng -Te/ Lu, Li-An
Lin,Kuan-Chen Lin,Kuan-Chen
Cheng, Kao-Huei Duh, Bor-Tsang (Duh, Bor-Tsang serves
on behalf of Cheng, Kao-Huei, and the two
are relatives)
Duh,Bor-Tsang Duh,Bor-Tsang
Kao, Shiow-Ling Lin, Kuan-Chen (Lin, Kuan-Chen serves
on behalf of Kao,Shiow-Ling)
Teng, Wen-Hwi Teng, Wen-Hwi (Teng, Wen-Hwi and
Teng,A-Hua are relatives)
Leg Horn Investment Co. Ltd.
Rep. Chang,Ming-Chen
Chang, Ming-Chen
Hui Tung Investment Co. Ltd.
Rep. Pi,Chien-Kuo
Pi, Chien-Kuo
Ta Le Investment Co. Ltd.
Rep. Tu,Li-Yang
Tu, Li-Yang
Lee,Shy-Lou Lee,Shy-Lou
China F.R.P. Corp.
Rep. Lee,Shu-Fen
Lee, Shu-Fen
Wu,Tsai-Yi Wu,Tsai-Yi

28

III. Corporate Governance

Nominee Directors and Independent Directors Those recused themselves for conflicts of
interest with the party to in the left column
Lee,Kwang-Chou Lee,Kwang-Chou
Fu,Kai-Yun Fu,Kai-Yun
  • Status of the operations of the Audit Committee and participation of the Supervisors in Board Meetings: number of meetings held, attendance rate of Independent Directors and Supervisors, and other items that are to be recorded.

  • The Audit Committee was established in June of 2015. The status of the Audit Committee and the Supervisor(s) is laid out as below.

  • Attendance rate by Supervisors at Board of Directors Meetings

There were 2 (A) Board of Directors Meetings held between January 1, 2015, and June 21, 2015. The Supervisors’ attendances at these meetings were as follows:

Title Name Actually Number
of Times
Attended(B)
Actual Attendance
Rate (%) (B/A)
Remarks
Supervisor Kai Nan Investment
Co., Ltd. / Chuang,
Tsai-Fa
2 100% After the
dismissal of the
Board on
June18, 2015
there were two
Board meetings
held
Supervisor Kai Nan Investment
Co., Ltd./ Lu, Li-An
1 50% After the
dismissal of the
Board on
June18, 2015,
there were two
Board meetings
held
Supervisor China F.R.P Corp. /
Lee, Shu-Fen
2 100% After the
dismissal of the
Board on
June18, 2015,
there were two
Board meetings
held

29

III. Corporate Governance

Status of the operation of the Audit Committee

The Company established its Audit Committee in June of 2015.There were 4(A) meetings held in 2015. The attendance by Independent Directors was as follows:

Title Name Actually
Number of
Times
Attended (B)
(Note 1)
Number
of Times
Attended
by Proxy
Actual
Attendance
Rate (%)
(B/A) (Note
2)
Remarks
Independent
Director
Liang,
Yann-Ping
4 0 100% The Audit
Committee met 4
times between the
period of June 18,
2015, and the end
of theyear.
Independent
Director
Lee,
Kwang-Chou
4 0 100% The Audit
Committee met 4
times between the
period of June 18,
2015, and the end
of theyear.
Independent
Director
Fu, Kai-Yun 4 0 100% The Audit
Committee met 4
times between the
period of June 18,
2015, and the end
of theyear.
Independent
Director
Wu, Tsai-Yi 4 0 100% The Audit
Committee met 4
times between the
period of June 18,
2015, and the end
of theyear.

30

III. Corporate Governance

Training for Directors and Supervisors In addition to supporting directors and supervisors who choose to attend external training on their own, we will periodically organize corporate governance training classes and invite our directors and supervisors to attend these classes. Taking 2015 as an example, in addition to the training courses that Directors attended on their own, we also worked with the Taiwan Corporate Governance Association to hold a class for our entire board and management team. In May, we invited attorney, Luo, Ming-Wei, to give a presentation entitled, “New Principles and Developments in Preventing Insider Trading in Taiwan”, and in August, we invited accountant, Wang, Jin-Lai, to give a presentation entitled, “Strengthening Corporate Governance and Corporate Responsibility”. These seminars were important to giving our Directors and Supervisors a better understanding of both the spirit and real-life principles of good corporate governance. For more details on the training undergone by the Directors and Supervisors, please refer to Chapter 11: Directors and Supervisors Training.

The Purchase of Liability Insurance for Directors and Supervisors

President Securities has already purchased liability insurance from ACE insurance and AIG insurance for all of its directors, supervisors, and key employees (Policy Value: US$10 million; Policy Term: September 1, 2015, to September 1, 2016).

3-3 Information Transparency

 On President Securities corporate website, we have clearly stated our “Corporate Responsibility” values and policy, which details the company’s economic, social, and environmental aspirations. President Securities has also published a report, entitled, “President Securities Corporate Responsibility Report” which can be viewed either on the company’s corporate website (www.pscnet.com.tw) or on the MOPS website maintained by the TWSE. Our company has assigned a spokesperson to be responsible for providing information to shareholders and investors, and to post periodical and non-periodical financial and operational information on the government-operated MOPS website. On our website where investors and shareholders can

obtain information on the following: i) Company introduction in English and Chinese.

ii) Disclosure of company’s financial and business information, and corporate governance.

iii) Investor Suggestion Box, which is manned by Administration Department Personnel who are responsible for replying to all comments received.

3-4 Corporate Social Responsibility

For the implementation of the corporate governance, the Company’s Board of Directors approved the “President Securities Corporate Social Responsibility Best practice Principles’’ on July 2nd, 2012. Our company has worked out “President Securities Social Obligation Report”, which is put on our website. Implemental reports of “President Securities Corporate Responsibility Principles” were proposed in board meeting every year, and report of the year 2014 was proposed in the 16th meeting of the 9th Board of the company.

In 2011, the Company published its first ever “President Securities 2010 Securities Corporate Responsibility Report”, and has produced subsequent annual reports every since. The reports are available online for download at the Company’s corporate website, www.pscnet.com.tw . Our corporate social responsibility report for 2015 was published in October of that year and was certified by a third party (PwC Taiwan), using the ISAE 3000 “Non-Financial Information Auditing and Certification Letter” format that is in compliance with the Good Reporting Initiative (GRI) G4 guidelines and that covers all items required by GRI G4 reporting policies.

In 2015 the company again received the highest top 5% ranking in the 2nd Annual Corporate Governance Evaluation System (Among 824 Taiwan’s listed companies that join the evaluation system, only 41 have received the honor), making us the only securities firm to receive the top 5% ranking.

Employee Rights and Hiring Concerns i) To boost work efficiency and solidarity among our employees, we place particular

31

III. Corporate Governance

emphasis on benefits programs and labor relations, and thus ensure employee welfare in a comprehensive manner.

ii) General accident insurance has been purchased for each of our branches and work premises so as to protect customer rights. Employer insurance has also been purchased so as to protect the interests of all employees. iii) In taking care of our employees, besides setting up internal regulations in accordance with the Labor Law, we also conduct regular checks on the differences between our internal regulations and the Labor Law. We also provide opinion boxes for employees as communication channel in order to protect employee’s legal rights. The related mechanisms are as below: 1. Established Employee Complaint Window The company has established a complaint window where employees can register complaints regarding the Labor Standards Act, Labor Safety and Health Law, the Employee Welfare Fund Regulations, the Labor Insurance Regulations, the Labor Inspection Act, the Employment Welfare Act, etc., and, thereby diffuse potential management-labor disputes.

Complaints can be submitted via email at: [email protected]

  1. Setting up a complaints review access In accordance with sexual harassment protection bill and sex equality in work place bill, our company has worked out measures of preventing, grievance-airing, investigating and handling sexual harassment. A committee is also set up to take charge of the related matters in order to prevent sexual harassment and protect victim’s rights, including providing sexual harassment free environment.

Sexual harassment Tel.: (02)2746-3637 Fax: (02)2746-3799 E-mail: [email protected]

iv) The company focuses on the safety and health of the employees’ working environment. Aside from improving the dangerous factors within the environment, we also hire a health management specialist, establish health consulting room, and offer employee health inspections on annual basis, with hope to let employee understand and manage their own health status in advance. President Securities provides health counseling, followed by follow-up health assessments. We organize regular health

seminars and an online health and sanitation guidance system that provides preventative health information; we offer an employee activity center, gym, table tennis and billiards room, and we actively encourage employee clubs and groups, all to promote the physical and emotional wellbeing of our employees.

v) The company has a system in place to enable smooth communication, it also provides its employees with the relevant information and application channels, thus ensuring that their working environment is a good and fair one. 1. The company has labor and employer representatives, who regularly hold labor-employer meetings to ensure sufficient communications between the two sides. 2. Each department holds regular department meetings, employees' views and needs are sounded out during manager-level meetings and appropriate measures are taken thereafter. vi) The company has a clear salary and bonus policy that is based on employee performance, which makes our salary and bonus system not only extremely competitive but also very effective in motivating employee our employees. vii) In an effort to respond to trends in the finance industry, and the advent of the Internet of Things and the Bank 3.0 initiative, we have developed a number of employee training classes aimed at financial innovation, with each class tailored to each specific department, e.g., training camp for management trainees, cross-selling project training, special training for managers, etc. We attempt to build strong skills and a keen sense of direction in every department and at all levels of the Company.

Environmental protection measures Although the Company is a securities firm that does not produce any environmental pollutants, we still care deeply about protecting the environment, about reducing our impact on the environment, and about our responsibility for sustainability. The Company is also committed to green energy, environmental protection, and reducing waste in a sustainable manner. To this end, the Company place waste sorting receptacles on all floors of its facilities and is strict about adhering to recycling principles. All maintenance performed and all equipment purchased must be certified as environmentally friendly. The aim is to reduce the Company’s overall environmental impact as the Company strives to reduce its overall carbon footprint.

32

III. Corporate Governance

i) President Securities operate financial services and, therefore, does not produce any environmental pollutants or waste. The main source of greenhouse gases that we produce is from our power consumption. In an effort to be increasingly environmentally friendly and to reduce our carbon footprint, we have implemented many initiatives aimed at replacing company equipment with low power consumption equipment. We have also implemented an electronic internal document management system and electronic account statements for our customers, so as to reduce our consumption of paper products. We also send out regular emails to all employees that discuss key environmental concepts

ii) In an effort to reduce our carbon footprint, the Company adheres to government policies on indoor climate controls, as well as removing and replacing outdated equipment with more energy-efficient models, followed-up by regular inspections. Every year a table is generating showing monthly water and electricity usage by department and any department that has exceeded its pre-determined limits must submit an explanation for the abnormality and its plan for corrective action. Plus, all departments are encouraged to keep environmental concerns and conservation in mind when making purchasing decisions so as to select and use equipment that is most energy-efficient. Another way that we help to lower our carbon footprint and greenhouse gas emissions is to regularly encourage employees to take elevators less and opt for taking the stairs as this is a very effective way to reduce carbon emissions. In all employee washrooms and kitchens, we have placed water conservation reminders and all taps have been outfitted with water stream reduction devices. Indeed, we have implemented environmentally friendly policies at all levels of the Company, by encouraging a high level of online trading, electronic processing of administrative affairs, all offices outfitted with environmentally friendly equipment and materials, water and electricity conservation initiatives, waste paper reduction policies, etc. Between October of 2014 and the end of 2015, we opened four new branches, which resulted in an overall increase of 1.9% in power consumption. Going forward, the Company will continue to emphasize environmentally friendliness throughout the organization, and we have set a target of a 2%

reduction in carbon emissions for 2016, in an effort to make the Company an increasingly environmentally responsible and green company.

Overall results from the last two calendar years for the Company headquarters and all branches:

Total power consumption

Item 2014 2015
Power
Consumption
6,169,485 units 6,288,696 units
Carbon
Emissions
3,282,166 kg 3,345,586 kg

Total water consumption for the last two calendar years:

Item 2014 2015 Increase /
Decrease
Water
Consumption
20,079 units
18,573 units

-1,506 units
Carbon Emissions 3,112kg 2,879 kg -233 kg

iii) President Securities endeavors to use green materials and environmentally friendly equipment for all of the equipment and materials that it orders and for all maintenance or renovation performed, all with the aim of achieving low-energy consumption and low carbon emissions. We also strive to include such provisions in any currently effective contracts once they have terminated and are to be renewed.

Corporate Citizenship

Our Company uses multiple avenues by which to promote corporate responsibility education, including holding corporate governance training classes (May 8, 2015, and August 6, 2015, for 6 hours each time); another such class is scheduled for March and August of 2016. We will continue to imbue the concepts of corporate responsibility into all Company activities and future development and thereby achieve real corporate governance. Corporate responsibility and corporate governance concepts have already been engrained in our corporate operations and development plans. Every year, our administration department organizes corporate responsibility events, such as charity events, and, by April of every year, puts together a report for the board of directors on the activities implemented by each department.

33

III. Corporate Governance

3-5 Protection of Interested parties Rights

Communicate with Interested Parties i) We have also taken steps to address corporate responsibility concerns of our interested parties. We have established a platform with dedicated staff to handle feedback from investors, employees, clients, and other organizations so as to maintain strong lines of communication. This allows us to stay aware of the issues that are of importance to our interested parties and to ensure that all of our actions are responding to the needs of our interested parties.

Protect Customer Rights

i) Implementation of Customer Policy

Our Policy: “3 Goods and 1 Fair”, “Good Quality”, “Good Trust”, “Good Service”, and “Fair Price”. This is combined with “Passion for Excellence and Service”, in providing all customers with comprehensive services.

ii) Implementation: We have established a Customer Services Department—The Customer Service Center, which offers customers an avenue through which to register complaints, which operates a customer service hotline which is manned by customer service specialists who help to solve customer problems, and which ensures that all account correspondence sent to clients includes clear product risk warnings.

iii) In keeping with the laws and regulations laid out by the regulators, and in an effort to protect the rights of our customers, we have established a complaint hotline where customers may seek assistance. We have put in place processes that protect the personal information and rights of the customers. Also, President Securities has received BSI and BS-10012 certification for its new account application process, and undergoes two audits each year for this. We pay close attention to the protection of customer information so as to protect the rights of our customers.

iv) We adhere to all relevant laws and regulations with regard to product marketing and product disclaimers.

v) We have put into place a supplier approval process, and also conduct regular reviews of those suppliers so as to ensure that they are all partners in good standing that are worthy of our continued business.

 Investor Relations (Please see: 2-1 Protection of Shareholders’ Equity)  Employee Relations (Please see: 2-4 Corporate Social Responsibility)

3-6 Risk Management Policy and Risk Evaluation Standards

Risk Management Policy

i) Ensure that we can operate various types of business from a position of solid risk management. Using reasonable risk tolerance levels, continue to enhance profitability, create shareholder value, and achieve return on capital targets.

ii) Set well-defined risk controls for every business area, implement risk management checks and balances, set clear obligations for each department so as to enhance risk management effectiveness by breaking it down into manageable pieces.

iii) Our risk management operations take into accounts all key forms of risk: market risk, credit risk, liquidity risk, operational risk, legal risk, model risk.

Risk Evaluation Standards

The company has set risk management principles. In order to ensure that all of our organization’s businesses adhere to our operating policies, operating goals, and capital levels, we have set suitability evaluation policies that can react to changes in our business and in the market:

  • i) Market Risk

  • We use RiskMetrics market risk management system to manage our company’s exposure to market risk. In addition to producing daily risk value tables, we perform simulation analysis and historical analysis so as to supplement missing risk values.

  • We evaluate the completeness of our evaluation models on various business areas, and review the assumptions, parameters, and data used for various product models, and then test that the models for the various products are reasonable.

  • We evaluate the effectiveness of risk control models: regularly perform backtesting to ensure the effectiveness of the models used.

ii) Credit Risk

  1. Our company undergoes credit rating evaluations from Moody’s, Standard & Poor’s, Fitch, and Taiwan Ratings Corp.

34

III. Corporate Governance

  1. Trading counterparty credit risk: we assess our company’s maximum exposure in the event that a trading counterparty defaults, and then use maximum exposure limits set by the board of directors, in determining the credit risk of a trading counterparty.

  2. Issuer’s Credit Risk: we use KMV model to perform internal evaluations, and combine that with financial data and stock price data, to calculate the probability of a default. Then, based on these measurements, we developed “Z-Score”, an in-depth internal evaluation of the company, and then use this to protect ourselves from potential credit risks and potential capital shortfalls.

iii) Operational Risk

  1. Operational risk is risk that is created when internal processes, employees, or systems, are inappropriate or cause errors; or risk that is caused by external factors. This type of risk is related to legal risks but not strategic risk or credit risk.

  2. We create operations risk policy handbooks that entail every level of operations.

  3. Through our risk report and audit report, we ensure that risk is appropriately evaluated, disclosed, and controlled.

Risk Management Categories

Our risk management takes into account market risk, credit risk, liquidity risk, operational risk, legal risk, etc., for both on-balance sheet business and off-balance sheet businesses. Each day, every level of operations, every manager, and every trader is given fresh figures on position risk and key sensitivity values. Through this, the company’s risk controls and trading strategies can be properly analyzed and necessary alerts can initiated. Setting risk control guidelines for each level of operations allows for comprehensive monitoring of risk.

Our Risk Management

As part of our risk control measures, we have created an independent risk control department and constructed an integrated risk control architecture that encompasses all facets of the organization, including the Board of Directors, the Risk Control Committee, the Office of the CEO, the Assets/liabilities Committee, the Risk Control Office, the Auditing office, the Legal Compliance and Legal Matters Department, the Finance Department, and all business units. Each segment of the company has clearly spelled-out obligations and every level of the company has clearly defined authorities. i) Board of Directors audits the company’s risk

management policy, supervises sales business strategies, approves all business proposals and trading permissions, is ultimately responsible for risk management.

ii) Risk Control Committee is a committee established by the Board of Directors tasked with integrating all risk management operations, with supervising and assisting all the various risk management and related operations. The committee is also tasked with setting the various risk authorities, limits, and targets, for a centralized supervision of the status of all of the company’s risk management efforts.

iii) Office of the CEO supervises the daily implementation of all of the company’s risk management operations and authorizes any exceptions to the risk management protocols. iv) Assets/Liabilities Committee controls the company’s overall asset structure, collects and analyzes domestic and international interest rates, exchange rates, and economic changes. v) Risk Control Office is responsible for the drafting of risk policies and regulations, for monitoring market and credit risks, for monitoring liquidity risks, for compiling data on operational risk control and management, for constructing and maintaining the risk management system, for implementation of risk management systems and for ensuring company-wide regulatory compliance. vi) Auditing Office sets operations risk controls, sets the standards for risk control systems, puts in place internal auditing controls, and implements daily check routines.

vii) Compliance Division and Legal Affairs implements legal risk controls and ensures that all businesses and risk management operations are in compliance with relevant laws and regulations.

viii) Finance Department monitors capital adequacy rates and liquidity risks, and analyzes the company’s asset/liability structure and other key financial ratios.

ix) Business units based on the company’s risk management policies and regulations sets risk management guidelines for various businesses, and produces a report on abnormal risk items for the Risk Control Office.

3-7 Integrity Application

 Our company has always applied the principle of “integrity and sustainable management,” to serve our customers sincerely.

35

III. Corporate Governance

We also inherit the spirit of “three greatness and one fairness.” We protect clients’ rights with flawless service. We pursuit long-term, steady and balanced growth in the spirit of integrity management.

i) The company has established “Ethical Corporate Management Best Practices Principles” and “Fair Client Treatment Principles”, and strives to adhere to these concepts.

ii) The Company makes its corporate management and financial data publically available in a transparent manner as is required by the competent authority and underwent the authority’s first annual corporate governance evaluation in 2014, scoring in the top-5 percent among listed company in Taiwan.

iii) Insure company directors, supervisors, and managers’ liability insurance, also employees’ credit insurance.

iv) The Company is active in participating in community activities, and in fostering sustainable development sustainable development.

 Integrity policies

i) On August 23, 2012, the Board of Directors issued “Ethical Corporate Management Best Practice Principles” and revealed the principle in 2013 shareholders’ meeting. This proves the management’s commitment to Integrity management.

ii) To execute integrity management and prevent dishonesty, the company adds related rules to corporate governess (Chapter 10 article 48), which authorized by the Ministry of Labor and publicly announced.

iii) To prevent dishonest behaviors, the rules are clearly set in the company’s Work Rules and publicly announced.

auditing office under the Board of Directors would periodically assesses whether the principles have been properly implemented, and then provides a report on the same to the Board of Directors.

iii) President Securities’ board is subject to a high degree of self-regulation, whereby any board motion that is suspected of having the potential to create any conflict of interest with the board or with any of its representatives or proxies must undergo evaluation and may not be included in the board agenda or voted upon by such party, and also may not be voted on by any representative or proxy of such party. Board members should exercise self-regulation and should not conspire to support one another’s improper actions.

iv) In order to ensure healthy and honest operations, the auditing office is required to submit a report on the adoption of the company’s principles for honest operation in its annual audit report, and should ensure that such principles are included in the company’s Work Rules. The Committee should also publish on the company website procedures for reporting problems and the corresponding punishments for such offenses.

v) The company regularly publishes honest operation standards, and implements training courses on these standards for all new employees.

 The Company has established “Guidelines for Handling Reports of Unlawful or Unethical Behavior”. Please see the following for more information:

  • i) We have established a clear window for receiving complaints:

  • Complaint Hotline: (02) 2747-3637

 Integrity management execution:

i) Before engaging in any business relationship with any agent, supplier, customer, or any other enterprise, we conduct a thorough examination of that party’s creditworthiness, so as to avoid entering into any transactions with non-creditworthy parties. Included in all agreements with third parties are provisions which allow for the early termination of such agreement in the event of any deceitful acts by that party.

ii) President Securities designates clear divisions of responsibilities among its employees, and, in 2012, the Management Department established the “President Securities Principles for Honest Operations,” whereby a special

  1. Complaint Email: [email protected]

  2. Written Complaints: Complaints can be mailed or faxed to administration department

ii) Clear protocols for handling complaints have been established as have confidentiality measures.

iii) Clear measures have been put in place to protect those who register complaints.

 Enhanced information disclosure In keeping with the company’s honest operation principles, we endeavor to disclose procedures for ethical corporate management both via our internal corporate network and via our corporate website (www.pscnet.com.tw).

36

III. Corporate Governance

4. Other Disclosures

4-1 Information Regarding Independent Auditor

Accounting
Firm
Name of CPA Period Covered by
CPA’s Audit
Remarks
PwC Taiwan Lin, SK
Huang, James
Attestation of Financial
Statements
PwC Taiwan Hsu, Chi-Chang 2015.01.01-
2015.12.31
Attestation of Tax
Returns

Independent auditor fee

Unit: NT$ thousands

Non-audit Fee Non-audit Fee Non-audit Fee Period
Cover
Accounting
Name of CPA
Audit
System
Company
Human ed by Remarks

Firm

Fee of
Registration
Resource Other Subtotal
CPA’s
Design Audit
Lin, SK Attestation
Pricewater Huang, 6,277 of Financial
houseCoo James 380 Statements
- - -
380
2015
pers (PwC) (Note) Attestation

Hsu,
Taiwan 980 of Tax
Chi-Chang
Returns

Note: CSR report attestation fee and transfer pricing report fee.

Unit: NT$ thousands

Fee Items
Fee Range
Fee Items
Fee Range
Audit Fee Non-audit
Fee
Total
1 Under NT$2,000 0 380 380
2 NT$2,000 ~ NT$4,000 0 0 0
3 NT$4,000 ~ NT$6,000 0 0 0
4 NT$6,000 ~ NT$8,000 7,257 0 7,257
5 NT$8,000 ~ NT$10,000 0 0 0
6 Over NT$10,000 0 0 0

37

III. Corporate Governance

Replacement of CPA

i) Regarding the former CPA

Replacement Year 2015
Replacement reasons
PricewaterhouseCoopers (PwC) Taiwan job rotation.
and explanations
Parties

CPA
The Company
Describe whether the Status
Company terminated or

the CPA did not accept
the appointment PricewaterhouseCoope Lin, SK
PSC
rs (PwC) Taiwan job
Huang, James
rotation
Other issues (except
for unqualified
None

issues) in the audit
reports within the last

two years
-
Accounting principles or practices
-
Disclosure of Financial Statements
Yes - Audit scope or steps
Differences
with
the
company - Others
None
Remarks/specifydetails:
Other Revealed None
Matters

38

III. Corporate Governance

ii) Regarding the successor CPA

Name of accounting firm PricewaterhouseCoopers (PwC) Taiwan
Name of CPA Hsiao, Chin-Mu and Chang, Ming-Hui
Year of appointment 2016
Consultation results and opinions on accounting
treatments or principles with respect to specified
transactions and the company's financial reports
that the CPA might issue prior to the
engagement.
None
Succeeding CPA’s written opinion of
disagreement toward the former CPA
None

4-2 Ownership of Shares in Affiliated Enterprises

As of 31/3/2016

Affiliated
Enterprises
Direct or Indirect Ownership by Direct or Indirect Ownership by
Ownership by the
Directors, Supervisors, Total Ownership

Company
Managers
Shares % Shares % Shares %
President Futures
Corp.
63,817,303 96.69% 0 0 63,817,303 96.69%
President Capital
Management Corp.
12,400,000 100.00% 0 0 12,400,000 100.00%
President Securities
(HK)Ltd.
10,000,000 5.19% 182,600,000 94.81% 192,600,000 100.00%
President Securities
(BVI)Ltd.
67,746,000 100.00% 0 0 67,746,000 100.00%
Uni-President Asset
Management Corp.
13,570,830 38.66% 12,000 0.03% 13,582,830 38.69%
President Personal
Insurance Agency
Co.,Ltd.
500,000 100.00% 0 0 500,000 100.00%
President Insurance
AgencyCo., Ltd.
500,000 100.00% 0 0 500,000 100.00%
PSC Venture Capital
Investment Co., Ltd.

30,000,000
100.00% 0 0 30,000,000 100.00%

39

III. Corporate Governance

4-3 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

2015 2015 As of Mar. 31, 2016 As of Mar. 31, 2016
Title Name Holding
Pledged Holding
Pledged
Holding Holding
Increase
Increase
Increase
Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Kai Nan Investment Co.,
Chairman 0 0 0 138,000
Ltd.
Director and President Lin, Kuan-Chen 0 0 0 0
Director Cheng, Kao-Huei 0 0 0 0
Leg Horn Investment
Director 0 0 0 0
Co.,Ltd.
Director Teng, Wen- Hwi 0 0 0 0
Hui Tung Investment
Director 0 0 0 0
Co.,Ltd.
Ta Le Investment Holding
Director 0 0 0 0
Co.,Ltd.
Director Lee, Shy-Lou 0 0 0 0
Director Duh, Bor-Tsang 0 0 0 0
Director Kao, Shiow-Ling 0 0 0 0
Director China F.R.P Corp. 0 0 0 0
Independent Director Wu, Tsai-Yi 0 0 0 0
Independent Director Lee, Kwang-Chou 0 0 0 0
Independent Director Fu, Kai-Yun 0 0 0 0
Independent Director Liang, Yann-Ping 0 0 0 0
Shareholder Services Department
Huang, Chiung-Huang 0 0 0 0
Vice President
Capital Market Department
Kuo, Li-Yun 0 0 0 0
Vice President
Information System Department &
Lee, Wen-Sheng 0 0 0 0
Administration Department
Fixed Income Department
Tsai, Sen-Bu 0 0 0 0
Vice President
Derivatives Proprietary Trading

Department
Huang, Jun-Jen 0 0 0 0
Vice President
Finance Department
An, Chi-Li 0 0 0 0
Vice President
Financial Product Department Pan,Chun- Hsien 0 0 0 0

40

III. Corporate Governance

2015 2015 As of Mar. 31, 2016 As of Mar. 31, 2016
Title Name Holding
Pledged Holding
Pledged
Holding Holding
Increase
Increase
Increase
Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Vice President
Proprietary Trading Department
Yang, Kai-Chih 0 0 0 0
Vice President
President Office
Lin, Chung-Heng 20,000 0 0 0
Project Vice President
Auditing Office Chief Auditor Chen, Kai-Ching 0 0 0 0
Settlement & Clearing Department

Cheng, Yao-Tung
-20,000 0 0 0
Assistant Vice President
Capital Market Department
Chueh, Chih-Chung -21,836 0 0 0
Vice President
Compliance Division
Hung, Yung-Che 0 0 0 0
Assistant Vice President
Human Resource Division
Yu, Hung-Chieh 0 0 0 0
Assistant Vice President
President Office
Chen, Nai-Chen 0 0 0 0
Assistant Vice President
Mainland China Business Division
Chen, Long-Chien 0 0 0 0
Assistant Vice President
Finance Department
Lu, Chia-Chen 0 0 0 0
Assistant Vice President
Capital Market Department
Chang, Chin-Yung 0 0 0 0
Assistant Vice President
Capital Market Department
Tsai, Pao-Sheng 0 0 0 0
Assistant Vice President
Risk Control Office
Chang, Ping-Chuan 0 0 0 0
Senior Manager
Brokerage Department
Peng, Bow-Win 0 0 0 0
Vice President
Brokerage Department
Chang, Hung-Shuo 0 0 0 0
District Vice President
Brokerage Department
Chiu, Shyh-Tyng 0 0 0 0
Assistant Vice President
Brokerage Department
Chuang, Chi-Hung 0 0 0 0
Assistant Vice President
Brokerage Department
Lin, Li-Lin 0 0 0 0
Assistant Vice President
Customer Service Center
Huang, Hsien-Yi 0 0 0 0
Assistant Vice President
Global Institutional Service
Department Wang, Shi-Cheng 0 0 0 0
Assistant Vice President
Wealth Management and Trust

Department
Lin, Yu-Ming 0 0 0 0
Manager
Tunghsing Equity Department
Kao, Jung 0 0 0 0
Branch Assistant Vice President
KaohsiungBranch Wu,Huan-Chung 0 0 0 0

41

III. Corporate Governance

2015 2015 As of Mar. 31, 2016 As of Mar. 31, 2016
Title Name Holding
Pledged Holding
Pledged
Holding Holding
Increase
Increase
Increase
Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Manager
Dunnan Branch
Liao, Shun-Ping 0 0 0 0
Branch Assistant Vice President
Zhongli Branch
Chiang, Tsong-Shyan 0 0 0 0
Branch Assistant Vice President
Chengzhong Branch
Chen, Chih-Lung 0 0 0 0
Manager
Tainan Branch
Tu, Ching-Feng 0 0 0 0
Manager
Taichung Branch
Liao, Chen-Yin 0 0 0 0
Manager
Hsinchu Branch
Lee, Chin-Yi 0 0 0 0
Manager
Chiayi Branch
Tai, Kuo-Chun 0 0 0 0
Assistant Vice President
Pingtung Branch
Wang, Chien-Min 0 0 0 0
Manager
Keelung Branch
Huang, Ming-Fa 0 0 0 0
Senior Manager
Yonghe Branch
Tseng, Chien-Ming 0 0 0 0
Manager
Sanmin Branch
Chuang, Chi-Hung 0 0 0 0
Manager
Xin Taichung Branch
Yang, Kuo-Chen 0 0 0 0
Branch Assistant Vice President
Hsinying Branch
Hsiao, Pai-Cheng 0 0 0 0
Manager
Changhua Branch
Huo, Ju-Liang 0 0 0 0
Assistant Vice President
Yenping Branch
Shao, Yun-Wen 0 0 0 0
Manager
Taoyuan Branch
Tung, Chiu-An -1,000 0 0 0
Manager
Yuanlin Branch
Yu, Fu-Tsun 0 0 0 0
Manager
Sanchung Branch
Kao, Hao-Chen 0 0 0 0
Branch Assistant Vice President
Fengyuan Branch
Lin, Cheng -Feng 0 0 0 0
Manager
Shilin Branch
Hsu, Fu-Chiang 0 0 0 0
Manager
Tali Branch
Fang, Wu- Hsin 0 0 0 0
Manager
Panchiao Branch
Yu, Ping-Tse 0 0 0 0
Manager
Sanduo Branch Tsai,Yi-Chen 0 0 0 0

42

III. Corporate Governance

2015 2015 As of Mar. 31, 2016 As of Mar. 31, 2016
Title Name Holding
Pledged Holding
Pledged
Holding Holding
Increase
Increase
Increase
Increase
(Decrease) (Decrease)
(Decrease) (Decrease)
Manager
Szichih Branch
Hu, Wen-Chieh 0 0 0 0
Branch Assistant Vice President
Ilan Branch
Chiang, Jen-Chu 0 0 0 0
Senior Manager
Nanjing Branch
Chang, Wen-Lung 0 0 0 0
Assistant Vice President
Kuting Branch
Chiu, Ming-Kai 0 0 0 0
Manager
Kinmen Branch
Li, Yu- Min 0 0 0 0
DeputyManager
Tucheng Branch
Chu, Po-Lin 0 0 0 0
Branch Assistant Vice President
Songjiang Branch
Lai, Chueh-An 0 0 0 0
Manager
Neihu Branch
Chen, Chi-Heng 0 0 0 0
Branch Assistant Vice President
Renai Branch
Yang, Chun-Chen 0 0 0 0
Manager
Xindian Branch
Huang, Chien-Hsin 0 0 0 0
Senior Manager
Xinzhuang Branch
Kao, Min-Chou 0 0 0 0
Manager
Zhubei Branch
Chiu, Shyh-Tyng 0 0 0 0
Manager
Xin Taoyuan Branch
Wu, Shao-Kuang 0 0 0 0
Manager
Zhunan Branch
Peng, Hsiu-Chin 0 0 0 0
Manager
Pingzhen Branch
Li, Shu-Jung 0 0 0 0
Manager
Offshore Securities Unit
Lai, Chung-Chih 0 0 0 0
Deputy Manager
Uni-President
10% Shareholder 0 0 0 0
Enterprises Corp.

43

IV. Capital Structure

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

9
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IV. Capital Structure

IV. Capital Structure

1. Capital and Shares

1-1 Capitalization

Authorized Share Authorized Share
Capital Stork Remark
Issue C apital

Price
Capital
Month/Year

(Per
1,000 Amount 1,000 Amount Sources of
Increase by
(NT$ (NT$
Share)
Shares
Shares Capital
Assets Other
thousands) thousands)
than Cash
Cancellation
Aug-2004 10 1,500,000
15,000,000
1,140,499
11,404,990
of Treasury None
Shares
Cancellation
Jun-2006 10 1,500,000
15,000,000
1,137,072
11,370,720
of Treasury None
Shares
Capital
Aug-2007 10 1,500,000
15,000,000
1,176,869
11,768,695

Increase by
None
Earning
Capital
Aug-2008 10 1,500,000
15,000,000
1,215,706
12,157,062

Increase by
None
Earning
Cancellation
Apr-2009 10 1,500,000
15,000,000
1,185,706
11,857,062
of Treasury None
Shares
Capital
Aug-2010 10 1,500,000
15,000,000
1,231,933 12,319,334
Increase by
None
Earning
Capital
Aug-2011 10 1,500,000 15,000,000 1,304,646 13,046,456
Increase by
None
Earning
Cancellation
Dec-2011 10 1,500,000 15,000,000 1,284,582 12,845,816 of Treasury None
Shares
Capital
Aug-2012 10 1,500,000 15,000,000 1,323,119 13,231,191
Increase by
None
Earning
Cancellation
Mar-2016 10 1,500,000 15,000,000 1,303,796 13,037,961 of Treasury None
Shares
Cancellation
May-2016 10 1,500,000 15,000,000 1,295,248 12,952,481 of Treasury None
Shares

1-2 Capital and Shares

Authorized Share Capital Authorized Share Capital Authorized Share Capital
Type of Stock
Issued Shares Unissued Shares Total
Common Stock 1,500,000,000
1,295,248,054 204,751,946

Unit:Share

44

IV. Capital Structure

1-3 Structure of Shareholders

As of 16/04/2016

f Foreign
Structure o
Other
Shareholder s
Government
Financial Personal
Institutions
Treasury
Institutional Total
Agencies Institutions
Shareholders

and Personal

Shares
Shareholders
Quantity Shareholders
Number of Holders
0
1 116 34,266 167 1 34,551
Shares 0 33,904,740 760,290,076 390,147,434 110,905,804 8,548,000 1,303,796,054
% 0 2.6% 58.31% 29.92% 8.51% 0.66% 100%

1-4 Distribution Profile of Share Ownership

As of 16/04/2016

Shareholder Ownership Number of
Ownership Ownership (%)
(Unit:Share) Shareholders
1 ~ 999 19,691 2,169,863 0.166
1,000 ~ 5,000 7,648 17,407,680 1.335
5,001 ~ 10,000 2,489 18,053,928 1.385
10,001 ~ 15,000 1,357 16,562,878 1.270
15,001 ~ 20,000 589 10,536,766 0.808
20,001 ~ 30,000 780 19,217,885 1.474
30,001 ~ 40,000 367 12,888,185 0.989
40,001 ~ 50,000 272 12,337,568 0.946
50,001 ~ 100,000 605 42,857,783 3.287
100,001 ~ 200,000 349 49,047,817 3.762
200,001 ~ 400,000 199 54,865,845 4.208
400,001 ~ 600,000 67 33,020,369 2.533
600,001 ~ 800,000 31 22,062,320 1.692
800,001 ~ 1,000,000 23 20,648,998 1.584
Over 1,000,001 84 972,118,169 74.561
Total 34,551 1,303,796,054 100

1-5 Major Shareholders

As of 16/04/2016

Shareholders Number of Shares Ownership (%)
Uni-Present Enterprises Corp. 366,644,096
28.12
Nan Shan Life Insurance Company, Ltd 109,835,260
8.42
Kai Nan Investment Co., Ltd. 37,104,849
2.85

45

IV. Capital Structure

Shareholders Number of Shares Ownership (%)
President Chain Store Corp.
35,604,872 2.73
President Securities’ comprehensive
Employee Stock Ownership Trust under 33,904,740 2.60

Chinatrust's custody
Eternal Chemical Co., Ltd
31,907,681 2.45
Tainan Spinning Co., Ltd
29,941,647 2.30
Kao Chyuan Investment Co., Ltd.
27,915,948 2.14
Dr. C. Y. Kaos Non-Profit Foundation of
16,663,300 1.28
Culture &Education (In Memory of His Mother)
CANKING INVESTMENT Co., Ltd.
15,760,694 1.21

1-6 Market Price Per Share, Net Value, Earnings & Dividends for Latest Two Years

Item Item 2014 2015 2016Q1
Highest 18.11 17.99 14.40
Market Price Per

Share
Lowest 14.85 10.25 11.70
Average 16.12 14.49 13.07
Before Distribution 17.41 17.42 17.59
Net Worth Per
Share After Distribution - - -
Weighted Average Shares (thousand shares)
1,323,119
1,319,707 1,301,231
Earnings Per Before Distribution 1.20 0.72 0.15

Share
Earnings Per
Share After Distribution 1.20 0.72 -
Cash Dividends (NT$) 0.81 0.20 -
Dividends Per
Stock Retained Earnings - 0.31 -
Share Dividends Additionalpaid-in Capital. - - -
Accumulated Undistributed Dividend - - -
Price/Earnings Ratio 13.43 20.13 -
Return on Price/Dividend Ratio 19.90 72.46 -
Investment
Cash Dividend Yield 5.02 1.38 -

2. Dividend Policy & Implementation Status

2-1 Dividend Policy

We take a policy of dividend payment to maintain sound long-term financial structure and stabilize continual growth to maximize benefits to shareholders, in the following manners:

  • With regard to the surplus for the year (net of taxes payable and losses from previous years), after portions have been set aside in surplus reserves in accordance with the

46

IV. Capital Structure

law and set aside or transferred to the special reserve in accordance with regulations, the balance and undistributed earnings (beginning of the year) may not be distributed if they do not make up at least five percent of paid-in capital.

  • The total amount of dividend shall not be below 70% of the allocable profit as per the preceding paragraph.

  • Out of the dividend which can be allocated according to the preceding paragraph, stock dividend shall not be below 50% and cash dividend shall not exceed 50%.

  • Taking the operation situation of the year and the fiscal plan of next year into consideration, the company may decide the best stock and cash dividend on its discretion.

2-2 Distribution of Profit

The Board adopted a proposal for 2015 profit distribution at its Meeting on March 22[th] , 2016, and the proposal to distribute 2015 profits is listed as follows:

Cash Dividends NT$0.2 per share
Stock Dividends NT$0.31 per share

3. Employee Bonus and Directors' and Supervisors' Remuneration

3-1 Articles of Incorporation

  • i) Based on the Articles of Incorporation, the distribution of profits should be allocated at the following ratios:

  • Remuneration to directors 3%

  • Bonus to employees 2%

  • Bonus to shareholders 95%

The profit may be retained and not allocated if the total allocable profit is not up to 5% of the paid-in capital. According to an amendment of the Company Act on May 20th, 2015, a fixed amount or ratio of profit of the current year distributable as employees' compensation shall be definitely specified in the Articles of Incorporation. However, the company's accumulated losses shall have been covered. Employees’ compensation should be paid in the form of cash or company shares. A resolution regarding compensation to be distributed should be passed at a Board of Director’s meeting by a majority vote at a meeting attending by two-thirds or more of the Directors, after which the results should be reported to the shareholders.

  • ii) The Board of Directors passed a motion on January 27[th] , 2016 amending the Company’s Articles of Incorporation, which stated the company will distribute compensation to employees and the Directors from pre-tax profits. Where the company has pre-tax profits, the total value of funds to be distributed among employees shall not be less than 1.6% of pre-tax profits; while the total value of funds to be distributed among the Directors shall not be more than 2% of pre-tax profits. If the company has losses carried forward, compensation should only be paid to employees and Directors after funds have been set aside as reserve for such losses. This amendment will be addressed to the 2016 shareholders’ meeting for approval.

47

IV. Capital Structure

  • 3-2 Estimate Foundation of Employee Bonus and Directors’ and Supervisors’ Remuneration

The company estimated employee bonus in 2015 and 2014 to the amount of NT$22,292,609 and NT$22,562,661, respectively; And NT$22,292,609 and NT$33,843,993 for Directors’ and Supervisors’ Remuneration. These amounts are estimated as the account of salary expenses.

3-3 Board of Director passes proposed distribution of employee bonuses:

On March 22[nd] , 2016, our Board of Directors passed the proposed allocation of employee bonuses and remuneration for directors and supervisor as follows: Total cash bonus of NT$22,292,609 for employees and total remuneration of NT$22,292,609 for directors. There was no difference between the estimates and the actual distributions approved at the Board Meeting for Employee bonus and Director/Supervisor compensation. In the event of any difference between the expected compensation and the actual compensation eventually paid out, such discrepancy will be booked in the Company’s Income Statement for 2016.

  • 3-4 Actual distribution of employee bonus and directors’ and supervisors’ remuneration for the former Year

In 2015, estimated employee bonus amounted to NT$22,292,609 while remuneration for directors and supervisors amounted to NT$22,292,609. There was no difference between the estimates and the actual distributions approved at the Board Meeting.

4. Buyback of Common Stock:

On Sep. 17th, 2015, the 3rd meeting of the 10th board approved to buy back 19,323,000 shares. On Jan. 27th, 2016, the 5th meeting of the 10th board approved to buy back 8,548,000 shares.

5. Long-Term BorrowingsNone.

6. Issuance of Preferred StocksNone.

7. Issuance of Global Depositary ReceiptsNone.

8. Issuance of Employee’s Stock OptionsNone.

9. Merge and AcquisitionNone.

10. Working Capital PlansNone.

48

IV. Capital Structure

V. Overview of Business Operation

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49

V. Overview of Business Operation

V. Overview of Business Operation

1. Description of Business Activities

1-1 Business Scope

  • Underwriting business

  • Proprietary trading of listed securities

  • Brokerage for listed securities

  • Proprietary trading of listed securities through retail locations

  • Brokerage for listed securities through retail locations

  • Consignment trading of foreign securities

  • Securities borrowing and lending

  • Shareholder services coordination

  • Support for futures trading through equity-related business

  • Concurrent operation of futures proprietary trading

  • Engaging in short-buy and margin sales for trading securities

  • Wealth Management business

  • Trust business

  • Financial derivatives products approved by the SFC

  • Offshore Securities business

  • Other business areas approved by the SFC

1-2 Breakdown of Revenues for Latest Three Years

Unit: NT$ thousands

2013 2013 2014 2014 2015 2015
Item Operating Operating Operating
(%) (%) (%)

revenue

revenue

revenue
Brokerage 1,943,584 50.10 2,323,736 53.09 2,170,495 61.82
Proprietary Trading
1,581,671
40.77 1,900,716 43.43 1,195,609 34.06
Underwriting 354,146 9.13 152,400 3.48 144,715 4.12
Total 3,879,401 100.00 4,376,852 100.00 3,510,819 100.00

1-3 Products and Services

We offer a comprehensive range of financial services- brokerage, underwriting, proprietary trading, fixed income dealing, financial product development, wealth management, and shareholder services. The following is a brief description of our primary business units.

Business Area
Business highlights
1. In 2015, the market share for our brokerage business stood at 3.26%,

ranking us as the 8thlargest brokerage house.

2. With 40 branches currently in operation, President has a per branch
average market share of 0.081%, putting president 4rd among the top-10
Brokerage
largest firms in Taiwan, showing that President is able to outperform other
securities firms.
3. Our company dedicates to promote electronic transactions, which

accounted for 37.9% of company’s trading volume in 2013 and up to
43.43% in 2014 and 45.05% in 2015 with sustained growth.

49

V. Overview of Business Operation

Business Area
Business highlights
4. We have developed an integrated online order entry system that allows
customers to trade equities, futures, options, emerging stock, and

sub-brokerage foreign options all from the same application. This allows
our customers to take full control of their trading objectives and, at the

same time, encourages clients to trade a wider range of products.

5. By offering a more all-inclusive market monitoring and order entry
environment, we can provide services to a larger client base.

6. We integrate our sales of all types of products available in the market and
thereby offer more value to our existing clients.
1. Market positioning
over the past 10 years, our proprietary trading department has been

among the top every year. Regardless of the market trend, our

proprietary trading department is able to accurately read the market and
adjust its strategy accordingly and pick out the key trends and sectors.

And, they are able to match this with effective futures hedging, risk
Proprietary
management, and a diverse range of product trading strategies, resulting
Trading
in big gains, and small losses. This has allowed us to retain a core

proprietary trading team with considerable experience, which has
become the envy of the industry.

2. Specialty product
System application supported by quantitative analysis and technical

indicator modules
1. In 2015, President Securities was ranked 12thin terms of market share for
the monthly outright purchase and sales of government bonds with a
monthly average market share of 0.73%. As bond trading volume shrinks
Fixed Income alongside diminishing market opportunities, we are gradually reducing
Dealing our domestic bond trading volume and shifting our attention to the

international bond market.
2. In 2015, we held 3.48% of the market in Interest Rate Swap brokerage,

giving us an overall 7thplace ranking within the industry.
1. We have consistently ranked among the top brokerage houses and

futures proprietary trading department for the last 3 years
2. New Products/Services in Development
Futures

As regulators continue to liberalize the industry and allow new financial
Proprietary
products, we stand ready to add these new products to our trading and, in

Trading

turn, to add to our revenue streams.
In 2015, our Financial Products Division was primarily engaged in issuing

new warrants, structured note products, convertible bond assets swaps, and
other derivative products authorized by the Taiwan’s regulators.
1. Market Position
(1) Warrants: We issued a total of 1,326 warrants in 2015, for a total dollar
value of NT$17.22 billion.
Financial (2) Structured Products: in 2015, the company undertook contracts
Products amounting to a principal of NT$6.19 billion, an overall 8thplace ranking
within the industry, and had a total NT$3.98billion worth of structure

note products in the market.
2. New Products/Services in Development

We persist in maintain transparency for our warrant products, fully
disclosure of market making volatility, and providing reasonable pricing

warrant productsfor investors.

50

V. Overview of Business Operation

Business Area

Business highlights

1. Market Position

The company underwrote 39 issues in 2015, for a total dollar value of NT$2.77 billion.

  1. New Products/Services in Development

Our goal is to provide professional corporate financial services, to Capital simultaneously act as both an effective market maker and also as a Market top-notch service provider, all with the aim of increasing the company’s (Underwriting) overall added value. Going forward we will continue to focus our energy on landing mid- and large-sized deals, and will continue to bolster our presence within the Greater China Region (i.e., TDRs, IPOs (including primary listings on the TWSE/TPEx Market, M&A, Private Equity, and consulting, etc.), so as to become a more competitive securities firm.

1. Market Position

  • (1) By the end of 2015, we served as shareholder services representative for 138 companies, giving us a ranking of 11[th] in the industry.

  • (2) The average size of companies that we represent has increased. As of the end of 2015, the total number of shareholders that we serviced stood at roughly 1.6million, giving us a ranking of 8[th] in the industry.

  • Operating Performance

Shareholder Services

  • (1) The number of companies we represented in 2015 stayed the same as the previous year.

  • (2) The average number of shareholders we serviced in 2015 also stayed the same as the previous year, thus allowing us to achieve a higher economy of scale and more efficient operations.

  • Long-term objectives

Work with other departments within the company so as to implement cross-selling strategies and thereby become a shareholder services provider that can also provide financial management functions.

  1. Market ranking

  2. (1) The 1[st] and the only securities dealer in Taiwan that has started wealth management business, a brokerage that assists customers to do assets arrangement under the “asset management account”.

  3. (2) The 1[st] brokerage that has got the approval letter of having a side business of trust business

  4. (3) First domestic securities dealer to receive the Central Bank's foreign exchange license and be permitted to engage in trust-related wealth management。

Wealth 2. Operation performance Management & Trust

As of end of 2015, the number of the trust account customer totals 4,791 and the amount of the management customers’ assets totals NT$4.09 billion, ranked the 7[ th] in the industry. Among all customers, 437 customers are with securities trust account, in the amount of NT$1.07 billion.

  1. Vision of our department

  2. (1) Establish "wealth management platform" for Taiwan customers through wealth management and trust.

  3. (2) Develop “characteristic cross-strait financial business” through Offshore Securities Unit.

51

V. Overview of Business Operation

1-4 New Products and Services to be developed

The Company intends to apply for permission to begin concurrently operating discretionary investment consulting businesses that allow for managed accounts. We also intend to apply for operating Collective Investment Trust Funds businesses via existing trusted service management platform, and thereby expand our range of wealth management services. Plus, the Company intends to construct a platform so as to accommodate the burgeoning “Bank 3.0” initiatives and, thereby, offer more convenient services to our clients. And, our proprietary trading department will continue to expand their base of investments as the regulators open up new areas of investment, allowing them to operate both long and short positions, and thereby avoid risk that can come with over-concentration of positions.

As the regulators continue to relax their restrictions on derivative products, President will be able to develop new products. Plus, President has applied for permission to establish an Offshore Securities Unit (OSU), which will allow us to operate FOREX-related derivative products, to conduct FOREX dealing, and to create new products that can leveraging our financial engineering skills, as well as our prowess in finance, IT, and statistics to create sophisticated new products and multiple revenue streams.

.

2. Analysis of the Securities Industry

  • 2-1 Overall Economic Environment

Over the past year, we have seen international financial markets experience significant volatility. In the first half of the year, we saw the European Central Bank announcing its plans for massive debt repurchases, we saw China lowering its interest rates, and we saw the US FED delaying its expected interest rate hikes. All together, these events helped to drive markets up. But, in the second half of the year, we saw a deepening debt crisis in Greece and rising tension with the IMF, not to mention a public referendum on the bailout package, all of which conspired to rattle the markets. In China, efforts by the authorities to stabilize the markets actually ended up spooking them even more, resulting, at one point, in a near 30-percent drop in Shanghai Stock Exchange Index in just three weeks. Subsequent to that, authorities attempted a number of different stabilization efforts, but was unable to restore investor confidence. Then, in August, China’s central bank announced a lowering of the pegged exchange rate between the RMB and the US Dollar, sparking off further devaluations of the RMB in currency markets. This resulted in increased volatility in markets overall.

In Taiwan, the economic growth rate for 2015 slipped from 3.92% to 0.75%, primarily as a result of the overall slowdown in global economic growth, of supply chains in China becoming more self-reliant, of agricultural prices sliding, and of exports falling 0.21%. Luckily, falling oil prices and rising trading volume combined with the fading of memories of the previous year’s food safety scandals allowed for a recovery in consumer demand. Plus, the semiconductor industry saw investments in new production technologies, which spurred domestic investments, and saw domestic demand rise by 1.57%, effectively offsetting the slump in exports. Looking at domestic stock markets, the first half of the

52

V. Overview of Business Operation

year saw the European Central Bank easing monetary policy and in China there was talk of a potential cooperation between exchanges in Shanghai and Taipei (Shanghai-Taipei Stock Connect), and these factors together helped to push the Taiwan benchmark index to its high for the year of 10,014 points in April. However, later in the year saw Chinese markets collapse and an overall worsening global economic outlook, which dragged the Taiwan main index down to its low of 7,203 in August. Eventually, the FED decided to hold off on raising interest rates, which helped the markets to rebound, pushing the index to a close for the year of 8,338, representing an overall drop from 9,307 of 10.4% for the year.

Looking forward, in January the IMF forecasts global economic growth of 3.4% for 2016, saying that it expects to see growth in emerging markets cool slightly, to see China’s economy to continue undergoing restructuring, to see commodity prices falling, and to see US interest rates begin to rise. All of which will put downward pressure on economic growth. The effect will be lower foreign demand, which is expected to be offset by domestic policies aimed at stimulating short-term consumer spending. Accordingly, the Directorate-General of Budget, Accounting and Statistics predicted, in February of this year, an annual economic growth rate of 1.47% for this year, up from 0.75% last year. In the Securities Industry, the Financial Supervisory Commission (“FSC”) began implementing a new phase of the Program to boost securities market in December of 2015 that included expanding crowdfunding platform with equity characteristics, as well as allowing for non-designated loans to be issued by securities firms, and Enlarging the scope of targets for day-trading of spot shares. Also, the FSC is making it easier for venture capital firms to apply for public listing, as well as making it easier for individual investors in Mainland China to invest in Taiwan equities and foreign-denominated bonds. The regulators hope that, by expanding the range of products available for trading, as well as the depth of investors in the market, that investors will more easily be able to participate in the markets and that overall trading volumes will increase. We are confident that the new initiatives of the regulators will result in solid growth for the various business areas within the domestic securities industry.

2-2 Product Trends and Relevant Competition

Brokerage

In 2015, massive drops in financial markets in china and around the world, not to mention slowing overall global growth, all had an impact on investor confidence resulting in a noticeable drop in the value of trading on the TWSE by 2.3%, for a total trading volume for the year of roughly NT$22.5 trillion. As for the Taipei Exchange (formerly known as Gretai exchange), an increase in trading volume of 1.96%, or NT$ 58.1 trillion overall for the year was primarily results from the increase in international bond trading volume, by 71.98%.

53

V. Overview of Business Operation

Proprietary Trading

i) Equities Markets

2015 saw many global challenges, from the Greek debt crisis, to plunging oil prices, to weakness in China, to the devaluation of the RMB, to the FED raising interest rates. Stock markets in China dropped significantly, as did the value of the RMB, which then dragged down other Asian currencies, resulting in disastrous effects on global financial markets. Add to that OPEC’s decision not to reduce oil production, Iran’s reentrance into the global oil market, and continued weakness in the Chinese economy, and we saw global economic growth slide from 3.4% in 2014 to 3.1% in 2015.

Among emerging markets, the Venezuela stock market saw the largest rise of 278.06%, while most emerging markets were hit with a triple-punch of weakness in the Chinese economy, weakness in commodity prices, and rising US interest rates. One of the effects was a 13.31% drop in the market in Brazil. Argentine, on the other hand, rose by 36.09%, taking the top spot among all of North American and South American markets. The NASDAQ saw a 5.7% increase for the year. The story for US interest rates was full of twists and turns, with US and international markets reacting to the expected interest rate hikes. US equities struggled, with the S&P500 falling 0.73% for the year, and the Dow Jones Industrial Average falling 2.23% for the year. In Europe, loose monetary policies and economic stimulus packages led to a rise in the Italian FTSE MID of 15.38% and a rise of 9.56% on the Frankfurt DAX, while the Greek debt crisis dragged the ASE down 23.58%. In Asia, with China’s economy continuing a downward path, with deflationary pressures increasing, with the PBC suddenly devaluing the RMB, not to mention the worries about interest rate hikes in the US, it was little surprise that the whole year it was a fight between the bulls and the bears on the Chinese and Hong Kong markets, with big spikes and dips, and aggressive stabilization measures by the PBC, resulting in the Shanghai index being up 9.41% for the year, making it the top performing market in Asia for the year, and certainly the most volatile, with the Hong Kong index ending the year down 7.16%.

In Taiwan, the regulators did their best to encourage the markets, by implementing a program to boost securities market, which includes easing the price fluctuation limit to 10%, enlarging the scope of targets for day-trading of spot shares, and easing limits on margin trading and short sales, etc. But, these efforts were ultimately hurt by new severe tax policies that scared away investors, resulting in low trading volumes and low prices, and putting significant downward pressure on the markets. The markets were down 20% at one point, and down 969 points for the whole year. Our proprietary trading department was able to react quickly to these market changes and adjust its positions accordingly, all the while maintaining adequate protocols to reduce risk. Ultimately, we were able to use strong fundamental analysis to take positions in stronger companies while weeding out the weak ones. These efforts were bolstered by strong futures hedging operations. At the same time, our trading in overseas financial markets was also quite successful, resulting in full year trading gains of NT$890million, making the Company one of the top proprietary trading teams in the industry. Going forward, we will continue to conduct in-depth analysis of international market trends, and nimbly adjust market positions

54

V. Overview of Business Operation

based on our overall strategy. We will also diversify our investments so as to increase our revenue streams. In doing so, we hope to continue to be one of the most profitable proprietary trading departments in the industry.

ii) Risk Management

In addition to using VaR figures provided by the proprietary trading department’s risk control office, stop losses and limit alerts are set for the stocks that each trader trades. Each trader is given trading limits and trading performances are updated in real time and, when necessary, trading authorizations can be immediately revoked. The effect of all of these measures is to ensure maximum protections for our shareholders.

iii) Hedging Operations

Futures and options are our primary hedging tools. Going forward, we will continue to use these financial products to adequately hedge our proprietary trading department’s exposure.

Fixed Income Dealing

  • A. Outright Purchases and Sales of Government Bonds

In 2015, President’s ranking in terms of outright purchases and sales of bonds was fairly low as we transitioned away from the domestic market towards the international market. With trading volumes in the domestic markets still low, we expect our positions in bonds to also continue to be below average.

  • B. Convertible Bonds and Futures and Options

In 2015, President slightly increase its convertible bond position, from NT$1 billion up to roughly NT$1.2 billion, primarily because of our discovery of fine investment opportunities. When compared to the rest of the industry, President uses a lower-risk strategy for convertible bond investment, and has relatively small position in unsecured convertible bonds issued by small and medium-sized companies. Thus, fluctuations in the market have less effect on our positions. Accordingly, we also do not benefit significantly from large gains in the broader market. Given the low trading volumes for domestic convertible bonds, we currently hold a position of about NT$300 million, and will continue to pursue foreign convertible bond issues. Indeed, we already have a team in place ready to capitalize on such opportunities when they appear, and are ready to increase our position accordingly.

  • C. Interest Rate Swaps (IRS)

Because of Taiwan market’s low interest rates and funds deluge, IRS rates remained low. Under such circumstance, it was hard to gain profit in IRS market. The company has gradually decreased IRS operations with observing strategy.

55

V. Overview of Business Operation

D. Foreign Bonds

The government has been loosening restrictions on OSUs, and on domestic securities firms investing in foreign convertible bonds. President has been active in foreign government bond and corporate bond markets for several years and has achieved impressive profits, and currently actively investing in USD-denominated bonds, Euro-denominated bonds, AUD-denominated bonds, and RMB-denominated bonds.

  • Financial Products Business

  • i) Equity Warrants

2015 saw strong expansion in Taiwan’s equity warrant market, with all securities firms aggressively issuing warrant products. A total of 27,229 equity warrants were issued in 2015, for a total dollar value of just over NT$306.79 billion.

The total dollar value of all equity warrants issued by the company in 2015 was NT$17.22 billion, giving us a market share of 5.61%, making 8th in the market. Issue focuses mainly on the selection of stock performance with good Return on Equity (ROE) to create a win-win situation with investors and stable profits through different derivatives, futures, and options, etc., with hope to effectively lower hedging costs.

  • ii) Structured Note Products

In 2015, for the whole year, a total of NT$597.85 billion in structure note products were issued with NT$464.97billion. For the year of 2015, the company undertook contracts amounting to a principal of NT$6.19billion and was ranked 8th in the market.

Underwriting Business (Capital Markets)

  • i) Domestic Bond and Equity Underwriting

As of the end of 2015, there were a total of 874 companies listed on the TWSE, and a total of 712 companies listed on the Taipei Exchange Market, an increase of 2.34% and 3.94%respectedly. With the US raising interest rates and China implementing its “circuit-breaker” protocols in 2015, most international markets were quite volatile; yet, Taiwan markets were comparatively stable. With strong risk management protocols in mind, we continued to aggressively pursue potential clients and ultimately was lead underwriter for 6 deals in 2015. We conducted a NT$400 million convertible bond issue for Sysgration; a NT$700 million convertible bond issue for Right Way Industrial; a NT$300 million convertible bond issue for Candmark Electroptics; a NT$700 million convertible bond issue for L&K Engineering; a NT$193 million rights issue for Johnson Chemical Pharmaceutical Works; and an IPO on the Taipei Exchange (formerly known as Gretai exchange) for Advanced Connection Technology. We will continue to adhere to a strict screening process and select only high quality companies to underwrite, all the while being mindful of prudent risk controls.

56

V. Overview of Business Operation

ii) Financial Advisory

We take great pride in providing professional corporate finance services. In recent years, our financial advisory business has also made great progress and expanded into advisory services dealing with employee stock option exercise prices, offering price for preferred stocks and stock repurchase by listed companies. We will no doubt continue to develop our financial advisory services business with a particular emphasis securities related consulting (i.e., IPOs, mergers, private placements, and other consulting services) around the Greater China Region.

iii) Offshore Underwriting

In March 2008, the Executive Yuan allowed foreign enterprises to conduct initial listings in OTC and offer emerging stocks in Taiwan, thus expanding the local securities market. In 2014, the underwriting department handled several large deals, including a US$120 million secured convertible bond for Neo Solar Power Corp., and a RMB 1 billion Formosa Bond for Uni-President China Holdings. Our underwriting department is also actively pursuing companies in mainland China, Hong Kong, and Southeast Asia to issue TDRs on the Taiwan exchange.

iv) Emerging Market Exchange

The domestic economy faced a moderate growth in 2015, there was 284 companies listed on the Emerging Stock Board, remains the same as 2014. To capture more IPOs, the department has also been actively positioning itself with respect to emerging board targets. However, the IFRS's launch in 2013 has changed the way emerging board stocks will be assessed, and to take risk control into account, the number of officially recommended emerging board companies is 28 at the end of 2015. This year, the division will continue to compete for quality clients while maintaining risk control, and issue recommendations for emerging stocks based on the progress of its client counseling.

Wealth Management

In September of 2009, the FSC opened up trust fund and stock trust businesses for Taiwan’s domestic brokerage houses; but, it wasn’t until 2013 that the regulators relaxed the qualifications for securities specialists to hold a concurrent post, allowing sales personnel with wealth management and trust sales qualification to concurrently provide wealth management services, and to open up new wealth management business opportunities for Taiwan’s domestic brokerage houses. By the end of 2015, there were 11 domestic brokerage houses engaged in specified trust fund business (the same number as the year before), 9 brokerage houses engaged in stock trust businesses (one more than the previous year, Hua Nan Securities). Nearly all major brokerage houses are now engaged in these two types of trust businesses and the market has reached significant asset levels, which means that competition now shifts to product lines and platforms. In 2015, the total asset of specific individual management of trust fund was 64.55 billion, securities trust fund was 59.54 billion, total asset was 124.09 billion, which largely

57

V. Overview of Business Operation

increased 42.25 billion comparing to 2014. With total assets under management growing by 51.6%, it is clear that the trust and wealth management businesses are becoming a major priority for domestic brokerage houses. Our Company currently has NT$3.015 billion in assets under our money trust business, and NT$1.07 billion under our stock trust business, for a total of NT$4.09 billion, putting us in 7th place among our peers in the industry. Our main wealth management products include: re-consigned foreign securities, foreign ETFs, domestic funds, foreign funds, structured ELN and PGN products, securities lending trusts, in an effort to provide our clients with investment options beyond domestic stocks and derivatives.

In the marketplace, it’s the big that get bigger. Each firm leverages its own strengths in order to grow, with securities arms of financial holding companies, in particular, trying to get into the trust services business. As for other new business recently permitted by the regulators, the authorities have now authorized domestic brokerage houses to begin offering collective investment trust fund services. However, many brokerage houses are still evaluating this new business area and none has yet applied to the regulators for permission to begin offering such services. In addition, Offshore Securities Unit (OSU) provides another opportunity for growth in our wealth management business. All major securities firms are actively developing this business area .

3. R&D for Derivative Product

  • Various Technical Expertise and R&D

We have a complete financial engineering team that brings together talented individuals from finance and statistics with access to top-notch trading and valuation software, so that they can develop innovative product and trading strategies. With cutting-edge financial engineering at the forefront, we bring together comprehensive product development and advanced trading experience in designing new products, and in providing sophisticated derivatives products and consulting services for our customers. Plus, every year, we invest heavily in modernizing our warrant software so as to make our systems faster and more stable, and so as to offer a broader range of services to our customers.

  • Our Research Analysts, Their Training, and Our R&D Costs for the Most Recent 5 years

The company has been aggressively developing new products and working diligently to secure regulatory approvals for new products. Over the past 5-year period, we have spent an average of NT$4.5 million per year on R&D efforts.

  • New products or Techniques Successfully Developed Within the Last 5 years

The company has been successful in the design and pricing of many structured note products, equity swaps, credit derivative products, as well as equity-linked forex derivative products, bonds and interest rates, and we stand ready to issue these products whenever appropriate market timing emerges.

We have successfully developed several market operating strategies, as well as option

58

V. Overview of Business Operation

market making models and strategies.

  • Electronic trading system improvements

The electronic trading market continues to grow and the company is able to raise customer service quality through an e-trading platform that is stable, convenient and diversified.

  • (1) President Securities 2015 Electronic Trading System R&D Plan
System R&Dcapabilities
 Provide clients with multiple trading environments,
Cross-platform electronic trading making our services more competitive.
system  Allow both Apple and Non-Internet Explorer users to

view market data andplace orders.
 Enhance system trading functions.
 Fight for clients who are used to placing conditional
order.
Smart Order Trading Function
 Allow customers to be more disciplined with profit
points and stop losses, thereby encouraging more
frequentposition turnover.
 Currently, the statement reader can only be installed on
Account Statements for Mobile a PC.
Devices  Need to make statement reader available for cell phones

and tablets,therebyofferingmore flexibilityto clients.
 Enhance system processes, and add international order
execution (China Stock)
Optimized Sub-brokerage Order
 Allow for sub-brokerage orders to be placed on cell
Entry System
phones.
 Allow for sub-brokerage orders to beplaced via app.
 Strengthen development of in-house systems
Online in-house Futures Systems  Integrate functions for new business development and

new tradingmodels.
  • (2) 2016 R&D investment plan and progress
Project Name Details of Plan and Benefits Project Plan Expected
Cost
Outlay
Current
Progress

Expected
Completion
Critical
Success
Factors
Bank 3.0 Enhance Company’s
competitiveness and create a
finance-based technology
environment, thereby integrating
services and digitalizing
operations.
First stage is to
implement online
account opening ;
subsequently roll out
additional services
30 million Ongoing Achieve
phased
objective
Completed
project and
all testing
completed.

59

V. Overview of Business Operation

Project Name Details of Plan and Benefits Project Plan Expected
Cost
Outlay
Current
Progress

Expected
Completion
Critical
Success
Factors
Improvement of
Electronic
Trading System

Better electronic trading for wealth
management business.

Better foreign securities SBT
system.

Bettersub-brokerage orders
entry.

Automated online banking
operations.
Respond to the roll
out of new business
Q3 of
2016
Complete
the project;
process
designed;
business
process
planning.
areas and improve 11 million Ongoing
service quality while
optimizing processes

4. Future Business Development

In an effort to establish our core competitiveness, it is essential that we have a clear understanding of future trends in the securities industry and then establish a corresponding business development plan. We must also develop strategies that will allow us to accommodate business areas newly approved by regulators so that we are in a position to move quickly in these new markets. Accordingly, we see our business developing in the following ways:

  •  Continue to recruit exceptional talent, and thereby improve our competiveness and, in doing so, increase our market share.

  •  Implement risk management practices and technologies, thereby improving profitability and stabilizing overall business operations.

  •  Improve IT and enhance e-business infrastructure.

  •  Offer professional asset management and provide personalized financial planning services.

  •  Develop foreign market to maximize proprietary trading profit

  •  Be ready to move on market liberalizations and, in particular, business opportunities across the Hong Kong-PRC-Taiwan market.

  •  Groom talented researchers and thus raise our abilities in designing new products.

  •  Move forward with consolidation within the President Group, thereby enhancing our securities business and financial services.

  •  Build and maintain alliances with financial institutions and corporations outside of the finance industry, relationships that allow for mutual cooperation and mutual benefit.

5. Market Conditions

5-1 Breakdown of Market Share According to Business Area

Business Area Component Market Share Rank
Equity Brokerage Trading Volume 3.26% 8
Brokerage
Individual Branch 0.081% 4
Warrants Issued (Volume) 5.61% 8
Financial Products
Structure Commodity Business
2.00% 8
Volume
Repo Transactions 1.37% 8
Fixed Income
Outright Purchases / Sales 0.73% 12
Dealing
Interest Rate Swaps 3.48% 7

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V. Overview of Business Operation

Business Area Component Market Share Rank
Lead Underwriting Deals
6 /2.13% 15/13

No./Volume
Udii
nerwrtng Co-Lead Underwriting Deals
39 /2.45% 10/13

No./Volume

5-2 A Look at Future Growth as well as Supply and Demand in the Market

Looking ahead in this year, It is hoped that the regulators will being allowing a wider range of funding sources for equities and derivatives, and allowing brokerage firms to issue non-designated loans, plus expanding the number of stocks available for day-trading, and permitting Mainland Chinese individual investors to invest in Taiwan equities and bonds. Also, to help encourage the domestic capital markets, it is hoped that the regulator will allow venture capital firms to list on the public exchanges. Hopefully these new efforts by the regulators will translate into products, new customers, and new businesses, and will help to create new opportunities for added value services and for profit generation.

Looking at our brokerage business, in 2015, the FSC introduced a program to boost securities market primarily by enlarging the scope of targets for day-trading of spot shares, by easing the price fluctuation limit to 10%, by easing limits on margin trading and short sales, by relaxing restrictions to the sources from which securities firms may obtain securities for lending purposes , by expanding the scope of financing and collateral for money borrowing and lending by securities firms in connection with securities business, etc. As a result, average daily trading volume was held steady at NT$115.6 billion, which was beneficial to our brokerage business.

The regulators also opened up new brokerage related businesses, including promote products such as dual currency ETFs, RMB currency futures, in the hopes of boosting trading volumes and throwing a lifeline to domestic brokerage houses. We are working aggressively to integrate these new businesses into our product line so as to be able to offer our clients a more complete range of products and services.

In response to the roll-out of Bank 3.0, we are continuing to strengthen our electronic trading platform and integrate our trading platforms. In 2015, over 45.05% of our overall trading came from electronic trading. Providing clients with secure market information and trading, plus instant and accurate orders, is the key to creating an advantage for our electronic trading. Beyond this, we intend to develop a fully global trading platform so that, as our business matures, we will be able to offer our clients more international and diversified investment options, thereby satisfying the needs of our clients and bolstering our solid reputation so as to generate additional revenues.

As for our underwriting business, with competition for corporate fund raising deals increasingly intense, many corporations are learning that they have many options available to meet their financing needs, and that equity issues are not always their best option. As a result, companies that are properly screened and that demonstrate sufficient creditworthiness can often be better off turning to convertible bonds. Plus, with the number of large companies that have not already publicly listed shrinking and the

61

V. Overview of Business Operation

demand for integration due to competition within industries increasing, financial advisory business and corporate funding such as private equity, mergers and acquisitions, capital reductions are growing.

The Taiwan government has also recently been actively encouraging foreign companies to consider Taiwan for primary and secondary listings, forcing most domestic underwriting departments to think more broadly and internationally. Add to this the regulators opening up of Offshore Securities Units (OSU), which allow domestic brokerage houses to become more international in scope. Going forward, the Company intends to pursue more international integrated investment banking business in the Greater China Region, and to pursue more foreign companies to list in Taiwan, thereby breathing new energy into Taiwan’s equity markets.

As for our proprietary trading department, with the “New Mediocre” age upon us, with the US dollar strengthening, with equities outperforming bonds, with markets neither bull nor bear and more like snakes, we are optimistic about US, Japan, European markets, and emerging markets like China and India, and service industries outperforming manufacturing industries. The old economy is on the way out, and the new economy is coming in. Such erratic markets make for difficult trading environments for proprietary trading efforts. With global “black swans” converging, shaking the rhythms of the markets, and with global structures changing, investment norms are being rewritten, forcing proprietary trading department that are caught in the middle of these storms to become particularly careful.

As for our financial products business, we will continue to pursue increasingly tailored products to meet the needs of our clients as the regulators open up new areas of business. This will require enhancing our hedging activities and risk management models, so as to lower risk and ensure stable returns. Going forward, as the regulators allow greater access to Offshore Securities Units business, we will pursue global equity business and develop foreign derivatives services so as to better diversify our revenue streams.

The regulators have also continued to open up new areas in wealth management, which we have been adept in taking advantage of. We expect all of our branches to be able to offer wealth management services so that they are available to all of our customers, thereby expanding the depth of our business. At the same time, we want to offer a full line of active wealth management products so as to offer more diverse assets allocation options. And, in accordance with the government’s “Bank 3.0” initiatives, we will be improving our online trading platform, which will include a downloadable smart phone APP, and it is expected that these added services will translate into increased revenues. Plus, with our new Offshore Securities Unit business, we will have the opportunity to expand our client base and to attract exceptional foreign talent. We believe that there are several key factors that will drive the appetite for and growth of our wealth management business both domestically and abroad.

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V. Overview of Business Operation

5-3 Market supply forecast, growth opportunity, and business competitiveness

Our Competitive Strengths

  • i) Our corporate image is solid.

  • ii) We respect professional management and leadership.

  • iii) Our horizontal organization and human resource costs are well-controlled.

  • iv) Our brokerage business market share grows up steadily.

  • v) Our position management performance is outstanding in winning percentage.

  • vi) Our operating costs and risk management are both well-controlled.

Positive Factors

  • a. The global economy is in recovery; consumption and investment are picking up, which will drive domestic economic growth.

  • b. Capital is readily available and the cost of capital is quite low.

  • c. FSC permits day trading to boost volume of market, and increase company profit.

  • d. With competent authorities gradually widening the business scope of securities firms, the breadth of the company's operations will also be increased as well.

  • e. Top-notch proprietary trading and brokerage business, high market share for individual retail branches, and solid management practices.

  • f. Free from the shackles of a financial holding company and from restructuring and consolidation activities that would result from such M&A activities, employees can focus more on tasks at hand and the organization can enjoy smooth and unfettered development.

  • g. Growth in online trading shows no signs of slowing down. The company’s fast and reliable online trading technology is well-positioned to attract a new, young client base.

  • h. The level of computerization and automation of information and processes is one of the highest in the industry leading to management practices with high efficiency

  • i. Through President Group, the firm and our employees have access to superb sales channels and myriad resources.

  • j. The government is continuing to open up new areas of business and expand the range of investment objective.

  • k. With structured note products now available, products can be custom designed for either retail clients or institutional clients, thereby retaining clients who would have otherwise been drawn to banks and financial holding companies.

  • l. The government is planning to establish tax policies on financial products in line with international standards and this will encourage financial product innovation and spur new business.

  • m. The company encourages a corporate culture that emphasizes innovation and rising to challenges.

  • n. As financial markets continue to mature and the numbers of participants continue to increase, market liquidity and efficiency keep rising.

Obstacles

  • a. Financial holding companies have the advantage of capital employment and crisscross integration

  • b. It is hard to mark up brokerage handling charge due to fierce competition.

  • c. Exit of QE policy

  • d. Foreign investors are an increasing proportion of the market; domestic firms are at a disadvantage in terms of developing overseas clients.

  • e. The Shanghai-Hong Kong Stock Connect has sucked capital out of Taiwan, and will make it more difficult to see expansion of trading volumes going forward.

63

V. Overview of Business Operation

Strategies for Dealing with the Obstacles Identified

Business Area
Strategy
1. Encourage various departments and subsidiaries to work together to
develop new business.

2.Develop our institutional client business, using asset management
business to pursue corporate clients and combine that with our OSU

business, and provide added-value services beyond our conventional
securities services.
3. Utilize the discretionary services of President Capital Management

Corp. and our wealth management “Collective funds management”
business, and marry this with the trading performance of our proprietary
trading department and of Uni-President Asset Management Corp., to

create a comprehensive brand for President Securities’ discretionary
services.
4. Modify client structure so as to reduce the concentration of risks.

5. Expand our spread trading business, increase mid-level customer
trading volumes and position turnovers rates.
6. Enhance internal auditing procedures, reduce client complaints.

7. Customer- made online brokerage system for institutional investors.
8. Increase revenues from securities lending service to investors.
9. Identify
under-performing
brokers
and
refocus
them
towards


“Marketing” efforts as a means of making a breakthrough, or refocusing
their efforts on cross-selling of non-traditional products.
10. Cultivate all employees’ abilities to cross-sell a range of financial
Brokerage products, particularly personal financial planning products and wealth
management services.
11. Focus on tiered, wealth management sales efforts that take into

consideration client preferences, trading habits, and that provide
appropriate product information and that increase trading frequency.
12. Push forward with online brokerage business; implement

comprehensive platform that integrates both information and trading

systems. Bolster online trading system stability and order entry quality.
13. Improve our employee training, assistance in preparation for related

licenses, performance management, and information system
knowledge, to upgrade our brokers’ professionalism and productivity.

14. Continue to bring in new blood, groom strong management trainees

and financial planning professionals who are familiar with a wide range
of products. Train back-office staff to take on sales roles thereby

streamlining HR costs.
15. Evaluate the feasibility of digitalizing all back-office operations so as to

increase efficiency and to control costs at individual branches.
16. Implement succession mechanisms for each level of the organization,

strengthen our incubation center functions, retain good talent, solid

management training programs, set incentive programs, encourage
successors, smooth generational gaps.

17. Set break-even point for each branch, consider the linkage between
target customers and brokers’ performance and branches’ operation

outcome, evaluate potential for future profitability, and adjust business

direction.

64

V. Overview of Business Operation

Business Area
Strategy
1. Recognize and adjust to different market conditions, switching between

“Range Trading” and “Trend Trading” strategies, thereby maintaining an
optimal market position.

2. Strictly implement risk control regulations to effectively reduce the impact
Proprietary
of systemic risk.
Trading 3. Improve our research and trading of Emerging Market Exchange
equities, foreign-listed equities, and futures markets, to create more
diverse sources of revenue.
4. Add quantitative analysis and technical indicator model analysis to our

operating systems.
1. Expand internal databases and develop additional system tools to aid in

increasing profitability.
Fixed Income

2. Expand the flexibility of our traders and the range of products they trade
Dealing
3. Enhance judgment ability of global trend to deepen trading ability.
4. Strengthen foreign bond research and trading personnel lineup to meet

the growing needs of expanding businesses.
1. In terms of future opening to day trade of stocks and warrants, aim to

increase tools of futures and options, enhance transaction system

effectiveness, lower transaction cost, and maximize profit
Financial
2. Be more responsive to consumer demand and develop new products to
Products

meet these demands.
3. Strengthen market research and investment analysis of foreign market

objectives and commodities to explore international securities business
1.
Diversify our trading strategies to better react to market changes.

2.
Aggressively pursue market-maker roles in foreign futures and options

markets.
Future 3.
Expand our range of foreign products traded and increase profitability
Proprietary
in foreign products.
Trading 4.
Increase the proportion of order placements via automatic trading
programs.

5.
Increased the sharing of resources across multiple departments,
thereby creating better synergies.
1. Prior to taking initial steps on a given underwriting deal,
consultations should be conducted with colleagues throughout

the company’s various departments and divisions so as to accurately
access to the realistic profit opportunities and risks of the deal. Once a

deal is ongoing, regular reassessments and revisions should be made in

order to ensure the quality of the overall project.
2. When acting as exclusive sales agent for an issue, a risk assessment

report must be generated to determine if risks fall within the firm’s
accepted parameters. Afterwards, daily risk values should be generated
Underwriting and market simulations should be conducted to as so have a clear and

(Capital
timely picture of risk exposure and thus determine when to initiate stop

Markets)
losses or when to take profits. The net effect of all of these efforts will be
to lower overall risk while pursuing the largest possible profit. .
3. Leverage clients from across our Brokerage Department, Financial

Products Department, Shareholder Services Coordination Department,
President Capital Management Corp., and Uni-President Asset

Management Corp,. and provide these clients with financial planning

products customized for either retail or institutional business, thereby
implementing an effective cross-selling network.

4. Actively work with foreign units to pursue foreign companies to conduct
primary or secondary listings in Taiwan.

65

V. Overview of Business Operation

Business Area
Strategy
1. Improve quality of service

a) Respond quickly to legal changes which affect procedures and
materials. Improve efficiency of training cycles. Develop employee

knowledge on various regulations and procedures. Enhance mutual

support and flexibility among employees. Increase efficiency of
human resource utilization.
Shareholder b) Enhance inter-department cooperation and verifications, thereby
Services ensuring accuracy and security of processes.
Coordination
2. Enhance efficiency of operations
Follow the internal objective of “Customer satisfaction, unceasing
improvement and innovation; strive to become a shareholder services

coordinator that can provide investment planning functions”.
Implementation of this philosophy will mean making this division an

important conduit for developing new cross-selling opportunities from

throughout thefirm’svarious divisions.
1.Help business personnel to obtain the relevant wealth management

licenses and raise their professional competence.
2.Aside from providing multiple products, we focus more on the depth of

product service
Wealth
3.Strengthen securities firms’ niche on lending securities to differ from
Management
banking trust business

& Trust

4.Following the open policy of Offshore Securities Unit, provide customers
with segmentation and differentiated products services

5.Construct mobile platforms that allow orders to be placed for all types of
products, thereby offering clients added convenience and achieving

Bank3.0 objectives.

6. Employee Data

Analysis of Average Tenure, Age, and Education, for Sales Force in 2014, 2015, and the first quarter of 2016

Year 2014 2015 2016 Q1
Management 107 108 107
Number of
Regular Staff 1,508 1,500 1,479
Employees
Total 1,615 1,608 1,586
Average Age 42.93 43.36 43.65
Average Tenure 11.01 11.53 11.79
Doctorate Degree 0.06 0.06 0.06
Master’s Degree 11.70 12.19 11.92
Bachelor Degree / Junior
Education (%) 72.94 72.70 73.01

College Graduate
Senior High School 15.30 15.05 15.01
High School or Less -- -- --

Note: Management figures include position of “Manager” or senior.

66

V. Overview of Business Operation

7. Environmental Protection and Corporate Citizenship

7-1 Environmental Protection

Based on governmental order #0950007006, each company is required to disclose in its annual report its compliance with the European Union’s Restriction of hazardous Substances Directive (RoHS). The company is classified as a securities service business and, accordingly, pollution and other environmental concerns do not apply.

7-2 Corporate Citizenship

President Securities Group has been a long-standing supporter of important social charitable activities and, for its efforts, has been recognized with the 7[th] annual Wenxin Award and the 6[ th] National Civic Service Award, and Top 50 by the Commonwealth magazine in 2013 and 2015. Indeed, over the last several years, President Securities Corp. has planned and run a number of activities with groups such as the Taiwan Fund for Children and Families, the Taiwan Foundation for Rare Disorders, and the United Way of Taiwan. We assist these organizations by mobilizing all of our group’s extensive resources, employees, and customers. We contribute real money and resources to causes that we believe in and, in doing so, meet our responsibilities as a good corporate citizen.

Every year since 2001, the company has called together all staff members from across all of our different divisions, along with many of our clients, to participate in the “Send Them Our Love” charity event, which raises money for donation to charity groups .we began working with the Taiwan Fund for Children and Families to provide scholarships for underprivileged primary school students.

In 2006, the company held what would be its first annual employee blood donation drive. From the following year, in 2007, this successful annual blood donation drive was scaled up to twice a year. In 2010, the blood donation drive was increased to three times a year and was further expanded to bring in members of the local community to participate.

President Securities Group will continue to hold the spirit of “giving to society what you get from society”, and will continue to support underprivileged groups and strive to support charitable activities.

7-3 Work Environment Safety and Precautions

The company is classified as a securities service business and, accordingly, pollution and other environmental concerns do not apply. Each branch office is required to select an individual to undergo training to be certified as a fire safety manager, and must establish a fire safety plan for the work premises in accordance with the law, and thereby ensure the overall safety of the work premises. General accident insurance has been purchased for each of the company’s branches and work premises so as to protect customer rights. Employer insurance has also been purchased so as to protect the interests of all employees.

8 Labor Relations

8-1 Employee Benefits

The company has always maintained a harmonious relationship with its employees. We have spared no expense in providing attractive employee benefits, in providing opportunities for personal growth, in providing a pleasant work environment, and in providing clear and accessible communication channels to all levels of management.

In addition, we go beyond simply offering benefits prescribed by Labor Standard Act, such as

67

V. Overview of Business Operation

annual leave time and number of working hours. Employees also enjoy additional benefits such as group insurance for worker’s compensation and accident medical care. As well, we offer employees funds for weddings and in time of bereavement, and organizes and subsidized employee outings aimed at strengthening relationships between the firm and our employees, and among employees themselves.

The company is committed to creating a reasonable, friendly, and efficient work environment for its employees, an environment that includes strong lines of communication for employees to express opinions and suggestions about the firm. With this in mind, the firm has established an “Employee Suggestion Center” and also organizes regular employee workshops to actively solicit, discuss, and then respond to employee concerns and suggestions.

In January of 2004, the company expanded its employee benefits to include an “Employee Stock Ownership Trust, (ESOT)”, allowing those employees who participate to have a set portion of their monthly pay automatically deducted and placed in a special trust account, where matching funds will be provided by the company. The aim of this program is to promote long-term commitments from employees as well as encourage healthy savings habits and encourage responsible retirement planning.

Essentially, all such benefits and programs are designed to foster a harmonious relationship between employees and the company. Going forward, we are optimistic to continue to improve upon these relationships, always with the ultimate aim of allowing both the company and our employees to enjoy mutual benefit and growth.

8-2 Employee Disputes and Protection of Employee Rights

In accordance with the Labor Standards Act, the company has instituted its own set of work rules and has submitted a copy of these work rules to the Taipei City Government Department of Labor for approval. In addition to notifying all employees via internet of the content of these work rules, we also have posted a copy of these work rules on the company’s internal corporate web site where employees may view a copy of these rules at any time.

To date, the company has made every effort to maintain a harmonious and fulfilling work environment for all of its employees and, as such, has not suffered any loss or damage resulting from any employee disputes, in the firm’s entire history. And, the company has every reason to believe that this harmonious dynamic will continue.

  • 8-3 Loss or Damages Suffered as a result of Employee Disputes for recent 3 years: None.

  • 8-4 Value of Present and Future Events with the Potential to Result in Financial Loss, and Corresponding Strategies for Dealing with These Events: None

  • 8-5 Internal Legal Compliance and Material Information Management

  • a) On June 29, 2010, our Board of directors has passed and promulgated “ internal material information handling procedures ” , assigning the Compliance Office to be in charge of internal major information in order to do coordination and prevent internal trading. In accordance with the “Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Listed Companies” and with the “Taiwan Stock Exchange Corporation Procedures for Press Conferences Concerning Material Information of Listed Companies”, we have posted all such information on the company’s internal corporate website where employees and managers may view it.

  • b) Within the Office of the CEO, we have established a Legal Compliance Department, which is tasked with ensuring that all of the company’s processes and administrative procedures are in compliance with the most recent laws and regulations, that all activities are

68

V. Overview of Business Operation

conducted in accordance with relevant laws and regulations. This department is also tasked with conducting regular legal compliance evaluations of each department and each branch office and then conducting legal compliance training specific to their needs.

  • c) We have created a legal compliance section on our internal corporate website where we routinely post information on any recent amendments made to relevant laws and regulations. We have also set up a hotline where employees can call to learn more about insider trading, its key principles, definitions, and the potential civil and criminal exposures involved. All of these measures, taken together, provide our employees with comprehensive legal guidance.

  • d) To comply with government personal information protection law, our company established personal information protection system in 2013. We also gained "BS 10012"certification of England Standard Association in November 22, 2013.

69

V. Overview of Business Operation

VI. Financial Information

==> picture [383 x 575] intentionally omitted <==

70

VI. Financial Information

2015 Business Review

Breakdown of Revenues

ITEM 2015 **Percentage **
**Brokerage ** 2,170,495 61.82%
Proprietary Trading 1,195,609 34.06%
Underwriting 144,715 4.12%
Total 3,510,819 100%
  • Operation Overview (Consolidated basis)

2013 4,613,318 Operating 2014 5,163,297 Revenue 2015 4,580,843

2013 1,361,715 Net Income 2014 1,583,169 2015 956,613

==> picture [237 x 157] intentionally omitted <==

==> picture [259 x 156] intentionally omitted <==

  • Credit Ratings
Rating Agency Long-Term Ratings Song-Term Ratings Outlook
Taiwan Ratings TWA TWA-1 Stable
  • Outstanding Performances
Description Rank
The 1st and 2nd Annual Corporate Governance Evaluation System top 5%
12th Information Disclosure and Transparency Ranking System A++
2015 Taiwan’s Top50 Excellence in CSR Award 12

70

VI. Financial Information

1. Balance Sheet

 Adoption of international financial reporting standards (consolidated)

Unit: NT$ thousands

Item Item 2013 2014 2015 2016Q1
Current Assets 54,044,709
59,972,212

65,185,471

76,427,703
Proert and
py
equipment
2,583,250
2,562,705

2,520,596

2,509,420
Intangible Assets 25,648
160,276

144,659

141,142
Other Assets 2,129,369
2,252,353

2,238,807

2,287,557
Total Assets 58,782,976
64,947,546

70,089,533

81,365,822
Current before distri. 36,354,161
41,811,986

47,265,147

58,463,150
Liabilities afterdistri.
37,333,270



42,883,712



Note.



Note.
Non-current liabilities 22,612
60,084

60,335

74,303
Total before distri. 36,376,773
41,872,070

47,325,482

58,537,453
Liabilities afterdistri. 37,355,882
42,943,796

Note.

Note.
Equity attributable to

shareholders of the
22,365,280
23,032,624

22,718,012

22,780,319
parent
Capital Common Stock 13,231,191
13,231,191

13,231,191

13,037,961
Capital Reserve 256,116
256,116

256,116

171,320
Retained before distri. 8,877,942
9,431,778

9,307,717

9,497,898
Earnings after distri. 7,898,833
8,360,052

Note.

Note.
Other equity interest 31
113,539

201,014

187,238
Treasury Stocks -
-

-278,026

-114,098
Non-controlling
40,923
42,852

46,039

48,050
interests
Total before distri. 22,406,203
23,075,476

22,764,051

22,828,369
Equity afterdistri. 21,427,094
22,003,750

Note.

Note.

Note. Distributed earnings from 2015 have yet to be approved by shareholders.

 Adoption of financial accounting standards (consolidated)

Unit: NT$ thousands

Item Item 2011 2012
Current Assets 41,231,652
42,679,412
Funds & Long-term investments 545,467
551,409
Fixed Assets 2,675,521
2,657,269
Intangible Assets 902
1,166
Other Assets 1,729,615
1,561,969
Total Assets 46,364,836
47,749,837
before distri. 25,591,544
25,937,950
Current Liabilities
after distri. 25,591,544
26,625,972
Long-term Liabilities -
-
Other Liabilities 4,533
4,845
before distri. 25,596,077
25,942,795
Total Liabilities after distri. 25,596,077
26,630,817
Capital Common Stock 12,845,816
13,231,191
Capital Reserve 409,826
255,676
Retained Earnings before distri. 7,684,986
8,567,531
after distri. 7,453,761
7,879,509
Unrealized gain or loss on 11,794
1,134

financial instruments
Cumulative Translation

Adjustments
-211,249
-288,029
Net loss unrecognized as
- -

pension cost
before distri. 20,768,759
21,807,042
Total Equity
after distri. 20,768,759
21,119,020

71

VI. Financial Information

 Adoption of international financial reporting standards (individual)

Unit: NT$ thousands

Item Item
2013 2014 2015 2016Q1
Current Assets 44,043,845
48,083,939

52,172,205

58,328,383
Propertyand equipment 2,409,970
2,393,640

2,354,427

2,342,355
Intangible Assets 13,644
115,878

103,000

99,312
Other Assets 5,456,000
5,914,021

6,121,445

6,187,133
Total Assets 51,923,459
56,507,478

60,751,077

66,957,183
before distri.
29,525,131

33,408,421

37,963,799

44,093,071
Current
Liabilities after distri. 30,504,240
34,480,147

Note.

Note.
Non-currentliabilities 33,048
66,433

69,266

83,793
Total before distri.
29,558,179

33,474,854

38,033,065

44,176,864
Liabilities afterdistri. 30,537,288
34,546,580

Note.

Note.
Capital Common Stock 13,231,191
13,231,191

13,231,191

13,037,961
Capital Reserve 256,116
256,116

256,116

171,320
Retained before distri.
8,877,942

9,431,778

9,307,717

9,497,898

Earnings
after distri. 7,898,833
8,360,052

Note.

Note.
Other interests 31
113,539

201,014

187,238
Treasury Stocks -
-

-278,026

-114,098
Non-controllinginterests -
-

-

-
Total Equity before distri.
22,365,280

23,032,624

22,718,012

22,780,319
afterdistri. 21,386,171
21,960,898

Note.

Note.

Note. Distributed earnings from 2015 have yet to be approved by shareholders.

 Adoption of financial accounting standards (individual)

Unit: NT$ thousands

Item Item
2011 2012
Current Assets 32,231,838
33,145,665
Funds & Long-term
3770141
3631900
investments ,,
,,
Fixed Assets 2,489,825
2,476,474
Intangible Assets
-
-
Other Assets 1,486,815
1,342,837
Total Assets 40063280
40596876
before distri. ,,

19,292,981

,,

18,758,995
Current
Liabilities after distri. 19,292,981
19,447,017
Long-term Liabilities -
-
Other Liabilities 29,126
21,476
Total before distri.
19,322,107

18,829,373
Liabilities after distri. 19,322,107
19,517,395
Capital Common Stock 12,845,816
13,231,191
Capital Reserve 409,826
255,676
Retained before distri.
7,684,986

8,567,531
Earnings afterdistri. 7,453,761
7,879,509
Unrealized gain or loss

on financial
11,794
1,134
instruments
Cumulative Translation
-211,249
-288,029
Adjustments
Net loss unrecognized
-
-

as pensioncost
Total before distri.
20,741,173

21,767,503
Equity afterdistri. 20,741,173
21,079,481

72

VI. Financial Information

2. Condensed Income Statements

  • Adoption of international financial accounting standards (consolidated)

Unit: NT$ thousands

Item
2013 2014 2015 2016Q1
Operating Revenue 4,613,318
5,163,297

4,580,843

1,220,957
Gross Profit 4,026,842
4,509,102

3,709,350

1,018,648
Income from operations 1,213,703
1,237,025

252,740

184,890
Non-operating Income 275,784
554,338

855,964

36,058
Income before tax 1,489,487
1,791,363

1,108,704

220,948
Net income (Loss) from operations

1,365,453

1,587,281

962,535

192,114
ofcontinued segments
Net income (Loss) from

discontinued operations
-
-

-

-
Net income (Loss) 1,365,453
1,587,281

962,535

192,114
Other comprehensive income
7
7

7

1

(income aftertax)
6,690
63,56

8,630

-3,698
Total comprehensive income 1,433,143
1,650,848

1,041,165

178,416
Net income attributable to
1,361,715
1,583,169

956,613

190,181
shareholders ofthe parent
Net income attributable to
3,738
4,112

5,922

1,933
non-controllinginterests
Comprehensive income

attributable to Shareholders of the
1,429,496
1,646,453

1,035,140

176,405
parent
Comprehensive income
attributable to non-controlling 3,647
4,395

6,025

2,011

interests
Earnings Per Share 1.03
1.20

0.72

0.15
  • Adoption of financial accounting standards (consolidated)

Unit: NT$ thousands

Item 2011 2012
Operating Revenue 5,026,620 4,218,013
Gross Profit 3,635,418 3,580,145
Operating Income 447,352 785,133
Non-operating
446,876 556,495

Income
183781 101799
Non-operating
Expenses , ,
Income before tax 710,447 1,239,829
Income from
operations of

570,200
1,116,860
continued segments

-aftertax
Income from
discontinued - -
operations
Net income 570,200 1,116,860
Earnings Per Share 0.43 0.84

73

VI. Financial Information

 Adoption of international financial reporting standards (individual)

 Adoption of financial reporting standards (individual)

Unit: NT$ thousands
2013
2014
2015
2016Q1
3,879,401
4,376,852
3,510,819
940,717
3,544,028
4,001,642
2,976,415
829,325
Unit: NT$ thousands
2013
2014
2015
2016Q1
3,879,401
4,376,852
3,510,819
940,717
3,544,028
4,001,642
2,976,415
829,325
Unit: NT$ thousands
2013
2014
2015
2016Q1
3,879,401
4,376,852
3,510,819
940,717
3,544,028
4,001,642
2,976,415
829,325
Unit: NT$ thousands
2013
2014
2015
2016Q1
3,879,401
4,376,852
3,510,819
940,717
3,544,028
4,001,642
2,976,415
829,325
Unit: NT$ thousands
2013
2014
2015
2016Q1
3,879,401
4,376,852
3,510,819
940,717
3,544,028
4,001,642
2,976,415
829,325
Unit: NT$ thousands Unit: NT$ thousands
Item Item
2013 2014 2015 2016Q1 2011 2012
Operating Revenue 3,879,401
4,376,852

3,510,819

940,717
Operating Revenue 4,415,118
3,667,819
Gross Profit 3,544,028
4,001,642

2,976,415
829,325 Gross Profit 3,370,794
3,258,045
Income from operations 1,140,334
1,161,197

65,588

128,308
Operating Income 610,507
894,851
Non-operating Income 327,338
606,199

1,004,456

83,903
Non-operating
246,812
402,403

Income
Income before tax 1,467,672
1,767,396

1,070,044

212,211
Non-operating
166,343
77,230
Net income (Loss) from
Expenses

operations of continued
1,361,715
1,583,169

956,613

190,181

segments



Net income (Loss) from Income before tax 690,976
1,220,024
-
-

-

-
discontinued operations
Net income (Loss) 1,361,715
1,583,169

956,613

190,181
Income from
operations of
566,895
1,113,770
Other comprehensive
continued segments -

income
67,781
63,284

78,527

-13,776

aftertax
(income after tax) Income from
Total comprehensive discontinued -
-
1,429,496
1,646,453

1,035,140

176,405

income
operations
Net income 566,895
1,113,770
Earnings Per Share 1.03
1.20

0.72

0.15
Earnings Per Share 0.43
0.84

74

VI. Financial Information

3. Financial Analysis for the Past 5 Years

 Adoption of international financial accounting standards (consolidated)

Unit: NT$ thousands Unit: NT$ thousands
Item
2013 2014 2015 2016Q1
Financial Debt Ratio 61.88 64.47 67.52 71.94
Structure Ratio of long-term

(%)

capital to property and
867.36 900.43 903.12 909.71
equipment
Solvency
Current Ratio 148.66 143.43 137.91 130.73
(%) Quick Ratio 148.51 143.37 137.83 130.66
Return on total assets
263
(%) . 2.80 1.87 0.33
Return on
stockholders' equity 6.20 6.98 4.20 0.84
Profitability
(%)
Analysis Pre-tax income to
paid-in capital(%)
11.26 13.54 8.38 1.69
Profit ratio(%) 29.60 30.74 21.01 15.73
Ernin Pr Shr
ags e ae
(NT$)
1.03 1.20 0.72 0.15
Cash Flow Ratio (%) - 0.92 7.59 -
Cash Flow Cash Flow Adequacy
Ratio(%)
513.83 366.25 452.90 135.03
Cash Reinvestment - - 10.82 -
Ratio(%)
Debt to EquityRatio 162.35 181.46 207.90 256.42
Ratio of property and

equipment to total
asset
5.34 4.82 4.46 3.84
Other Ratio
(%)

Total Underwriting to
Quick Assets Ratio
1.53 0.49 0.35 0.15
Total Margin Loan
51.40
58.11 45.84 40.69
Balance to EquityRatio
Total Short Sales

7.14
7.98 7.66 3.24
Amount to EquityRatio

 international financial accounting standards (consolidated)

Unit: NT$ thousands Unit: NT$ thousands
Item 2011 2012
Financial Debt Ratio 55.21 54.33
Structure
(%)
Ratio of long-term
itl t fid t
776.25 820.66
capa o xe asses
Solvency Current Ratio 161.11 164.54
(%) Quick Ratio 161.02 164.43
Return on total assets
141 264
(%) . .
'
Return on stockholders 2.76 5.25
i
equty (%)
Profitability Operating Income to 3.48 5.93

Analysis
Paid-in Capital Ratio(%)
Pre-tax Income to
5.53 9.37
Paid-in Capital Ratio(%)

Profit ratio(%)
11.34 26.48
Earnings Per Share 0.43 0.84
(NT$)
Cash Flow Ratio (%) 51.87 -
Cash Flow Cash Flow Adequacy
Ratio(%)
688.18 907.63
Cash Reinvestment
Ratio(%)
60.37 -

Debt to Equity Ratio
123.24 118.97
Ratio of fixed assets to
6.75 6.64
total asset
Other Ratio (%) Total Underwriting to
Quick Assets Ratio
1.50 1.43
Total Margin Loan
Balance to EquityRatio
51.44 44.81
Total Short Sales
Amount to EquityRatio
8.38 7.37

75

VI. Financial Information

 Adoption of international financial reporting standards (individual)

Unit: NT$ thousands

Item
2013 2014 2015 2016Q1
Financial Debt Ratio
56.93 59.24 62.60 65.98

Structure
Ratio of long-term

(%)
capital to property
928.03 962.24 964.91 972.54
and equipment
Solvency Current Ratio 149.17 143.93 137.43 132.28

(%)
Quick Ratio 149.09 143.86 137.34 132.21
Return on total
299
assets (%) . 3.16 2.11 0.38
Return on
stockholders' equity 6.19 6.97 4.18 0.84
Profitability
Analysis
(%)
Pre-tax income to
paid-incapital(%)
Profit ratio(%)
11.09
35.10
13.36
36.17
8.09
27.25
1.63
20.22
Earnings Per Share
(NT$)
1.03 1.20 0.72 0.15
Cash Flow Ratio(%) - 1.08 8.51 -
Cash Flow Adequacy
Ratio(%)

482.87
358.52 432.31 128.01
Cash Flow
Cash Reinvestment

Ratio(%)
- - 9.33 -

Debt to EquityRatio
132.16 145.34 167.41 193.93
Ratio of property and

equipment to total
5.53 5.06 4.70 4.26
asset
Total Underwriting to
1.87 0.61 0.44 0.2
Other Ratio
Quick AssetsRatio
(%) Total Margin Loan

Balance to Equity
51.49 58.22 45.93 40.78
Ratio
Total Short Sales
Amount to Equity 7.15 8.00 7.68 3.25
Ratio

Adoption of financial reporting standards (individual)

Unit: NT$ thousands

Item
2011 2012
Financial Debt Ratio 48.23 46.38
Structure Ratio of lon-term caital
(%) g p
tofixed assets

833.04
878.97
Current Ratio 167.07 176.69
Solvency
(%) Quick Ratio 166.96 176.56
Return on total assets 1.51 3.03
(%)
Return on stockholders'
2.75 5.24
Profitability equity (%)
Operating Income to
Paid-inCapital Ratio (%)
4.75 6.76
Analysis Pre-tax Income to
Paid-inCapital Ratio (%)
5.38 9.22
Profit ratio (%)
12.84 30.37
Earnings Per Share
(NT$)
0.43 0.84
Cash Flow Ratio (%) 67.98 0.46
Cash Flow Cash Flow Adequacy
57400 93977
Ratio (%)
. .
Cash Reinvestment 59.57 0.39
Ratio (%)
Debt to Equity Ratio 93.16 86.50
Ratio of fixed assets to 7.15 7.15
totalasset
Total Underwriting to
Other Ratio (%)
Quick AssetsRatio
1.92 1.84
Total Margin Loan
51.52 44.91
Balance toEquityRatio
Total Short Sales
8.39 7.38
Amount toEquityRatio

76

VI. Financial Information

4. Auditors’ Opinions from 2011 to 2015

Year Accounting Firm CPA Audit Opinion
PricewaterhouseCoopers
2011 Lin, SK / Chang, Dexter Unqualified Opinion
(PwC)Taiwan
PricewaterhouseCoopers
2012 Lin, SK / Huang, James Unqualified Opinion
(PwC)Taiwan
PricewaterhouseCoopers
2013 Lin, SK / Huang, James Unqualified Opinion
(PwC)Taiwan
PricewaterhouseCoopers
2014 Lin, SK / Huang, James Unqualified Opinion
(PwC)Taiwan
PricewaterhouseCoopers
2015 Lin, SK / Huang, James Unqualified Opinion
(PwC) Taiwan

77

VI. Financial Information

5. Audit Committee’s Report for the Most Recent Year

78

VII. Financial Status , Operation Performance

VII. Financial Status, Operation Performance

& Risk Management

& Risk Management

==> picture [384 x 575] intentionally omitted <==

79

VII. Financial Status , Operation Performance

& Risk Management

VII. Financial Status ,Operation Performance & Risk Management

1. Financial Status

Unit: NT$ thousands

Year Fluctuation Fluctuation
21 214
Item 05 0 Amount (%)
CurrentAssets 65,185,471
59,972,212

5,213,259

8.69%
Non -CurrentAssets 4,904,062
4,975,334

(71,272)
(1.43%)
Total Assets 70,089,533
64,947,546

5,141,987

7.92%
CurrentLiabilities 47,265,147
41,811,986

5,453,161

13.04%
Non-currentLiabilities 60,335
60,084

251

0.42%
Total Liabilities 47,325,482
41,872,070

5,453,412

13.02%
CapitalStock 13,231,191
13,231,191

0

0.00%
Capital Surplus 256,116
256,116

0

0.00%
RetainedEarnings 9,307,717
9,431,778

(124,061)
(1.32%)
Other interests 201,014
113,539

87,475

77.04%
Attributable to
22,718,012
23,032,624

(314,612)

(1.37%)
parent's ownershipinterest
Non-controllinginterests 46,039
42,852

3,187

7.44%
Total Equity 22,764,051
23,075,476

(311,425)
(1.35%)

2. Analysis of Operating Results

Unit: NT$ thousands

Year Fluctuation
2015 2014 Fluctuation (%)
Item Amount
Operating Revenue 4,580,843
5,163,297

(582,454)
(11.28%)
Operating Expenses 4,328,103
3,926,272

401,831

10.23%
OperatingIncome 252,740
1,237,025

(984,285)
(79.57%)
Non-operating Income 855,964
554,338

301,626

54.41%
Pure profit before tax 1,108,704
1,791,363

(682,659)
(38.11%)
Income tax expense 146,169
204,082

(57,913)
(28.38%)
Profit and loss 962,535
1,587,281

(624,746)
(39.36%)
Othertotalprofit andloss (aftertax) 78,630
63,567

15,063

23.70%
Total profit and loss 1,041,165
1,650,848

(609,683)
(36.93%)

Pure profit
attributable to
parent's ownership 956,613
1,583,169

(626,556)
(39.58%)
Non-controlling interests 5,922
4,112

1,810

44.02%
Total profit and loss attributable to
parent's ownership 1,035,140
1,646,453

(611,313)
(37.13%)
Non-controlling interests 6,025
4,395

1,630

37.09%

3. Long-term Investment Policy and Results

In 2015, the company's domestic reinvestment operations generated healthy profits. Each subsidiary's operations will still be subject to strict risk control with timely stop-loss and stop-gain orders, so as to reduce risk and maintain steady development.

As for our present direct investment policy, we consider all areas of business currently permitted by

79

VII. Financial Status , Operation Performance & Risk Management

Taiwan’s regulators and look for effective cross-selling strategies and other possible synergies, with the overall aim of best leveraging all of the company’s resources. Looking to the coming year, we expect regulators to again open up many new areas of business and we intend to be ready to move on each of these.

We are building international alliances with other industry players so as to expand into new business areas, to develop and promote new financial products. In particular, we are looking to Hong Kong and the PRC as key areas of expansion to bolster our presence in international financial services and our cross-strait business.

4. Analysis of Risk Management

4-1 Our Risk Management Policies

  • In order to ensure that we have a solid and effective risk management system in place, our system has been developed so as to encompass all of our business areas. Then, with appropriate risk tolerance levels in place, we can effectively raise profits, create value for the company, and achieve our return on asset targets.

  • By constructing risk controls for each individual business area, we are able to achieve a measured approach to risk management. Accordingly, each department is assigned risk parameters based on its respective responsibilities, thereby achieving layered yet comprehensive risk management.

  • The company’s risk management measures take into account the following forms of risk, market risk, credit risk, liquidity risk, operational risk, legal risk, and model risk.

4-2 Related Risk Management System Architecture

Board of Directors Audits the company’s risk management policy, supervises sales
business strategies, approves all business proposals and trading
permissions, andis ultimatelyresponsiblefor risk management.
Risk Control
Committee
Established by the Board of Directors tasked with integrating all risk
management operations, with supervising and assisting all the various
risk management and related operations. The committee is also tasked
with setting the various risk authorities, limits, and targets, for a
centralized supervision of the status of all of the company’s risk
management efforts.
President Office Supervisors the daily implementation of all of the company’s risk
management operations and authorizes any exceptions to the risk
management protocols.
Assets & Liabilities
Management
Committee
Controls the company’s overall asset structure, sets limits for different
businesses, collects and analyzes domestic and international interest
rates, exchange rates, and economic changes.
Risk Control Office Has established the Trading Business Risk Management Team and
the Operating Risk Management Team tasked with monitoring daily
risk management operations.

Trading Business Risk Management Team is responsible for
trading department risk management, for amendments to the
business operational risk regulations, for the construction of a
back-office risk control system, for ensuring compliance with
trading regulations, and for creating trading business risk reports.

Operating Risk Management Team is responsible for the drafting
of risk policies and regulations, for monitoring market and credit
risks, for monitoring liquidity risks, for compiling data on

80

VII. Financial Status , Operation Performance

& Risk Management

operational risk control and management, for constructing and
maintaining the risk management system, for implementation of
risk management systems, and for ensuring company-wide
regulatory compliance.
Auditing Office Sets operations risk controls, sets the standards for risk control
systems, puts in place internal auditing controls, and implements daily
check routines.
Compliance Division
and Legal Matters
Department
Implements legal risk controls and ensures that all businesses and risk
management operations are in compliance with relevant laws and
regulations.
Finance Department Monitors capital adequacy rates and liquidity risks, and analyzes the
company’s asset/liabilitystructure and other keyfinancial ratios.
Sales Department Based on the company’s risk management policies and regulations
sets risk management guidelines for various businesses, and produces
a report on abnormal risk items for the General Manager Office.

4-3 Risk Evaluation Standards

The company has set risk management principles. In order to ensure that all of our organizations businesses adhere to our operating policies, operating goals, and capital levels, we must set suitability evaluation policies that can react to changes in our business and in the market:

  • Market Risk Evaluation

  • i) We use RiskMetrics market risk management system to manage our company’s exposure to market risk. In addition to producing daily risk value tables, we perform simulation analysis and historical analysis to supplement missing risk values.

  • ii) We evaluate the completeness of the evaluation models on different business areas, and evaluate the assumptions, parameters, and data for various product models, and then test if the models for the various products are reasonable.

  • iii) We valuate the effectiveness of risk control models, and regularly perform Back Testing to ensure the reasonableness of the models used.

  • Credit Risk Evaluation

  • i) Our company undergoes credit rating evaluations from Moody’s, Standard & Poor’s, Fitch, and Taiwan Ratings Corp.

  • ii) Trading counter-partner credit risk: assess our company’s maximum exposure in the event that the counterparty defaults, and use maximum exposure limits set by the board of directors in determining the credit risk of a trading counterparty

  • iii) Issuer’s Credit Risk: we use KMV models to perform an internal evaluation, and combine that with financial data and stock price data, to calculate a probability of default. Based on these measurements, we then develop an internal evaluation, Z-Score model, to control the external credit risk gaps from issuers and augment.

  • Operational Risk Evaluation

  • i) Operational risk is risk that is created when internal processes, employees, or systems are inappropriate or cause errors; or risk that is caused by external factors. This type of risk is related to legal risks but not strategic risk or credit risk.

  • ii) We create operations risk policies handbooks that encompass every level of operations.

  • iii) Through our risk report and audit report, we ensure that risk is appropriately evaluated, disclosed, and controlled.

4-4 Risk Factors and Corresponding Responses

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VII. Financial Status , Operation Performance & Risk Management

  • Management Crisis Risk : Management Crisis Risk refers to significant market changes, a lack of access to capital, or significant losses from direct investments, that affect a company’s operations and cause losses.

Response: We have implemented a “Management Crisis Response Policy” that clearly lays out what steps should be followed in the event of a serious crisis so as to ensure normal operation of the company.

  • Market Risk : Market risk refers to dramatic changes in pricing or volatility in interest rates, equities, or foreign exchange rate, that can result in serious losses to open positions.

Response: We will attempt to lessen the impact of such market risks through prudent business analysis, product analysis, and process analysis, so as to clearly identify sources of market risk. Based on this, we then set effective management controls, we monitor investment position risk levels, risk structure, and risk changes, to ensure that they are all in line with our forecasts.

  • Credit Risk : Credit risk refers to the exposure for underwriters for the terms and conditions of the securities that underwrite and for losses that may result from a counterparty being unable to fulfill its obligations to the security.

Response: In an effort to shield ourselves from potential credit risk, we conduct extensive credit risk evaluations prior to a deal being executed and then conduct repeated evaluations after the deal has been executed. Based on these evaluations and a worst-case scenario for the counterparty in question, we set credit risk limits for that counterparty. In evaluating the risk to the underwriter for debt-related securities, we look not only at the TCRI rating, but also at default rates based on KMV models.

  • Operational Risk : Operational risk refers to the risk created when internal processes, employees, or systems are inappropriate or cause errors, or the risks caused by external factors. This type of risk is related to legal risks but not strategic risk or credit risk.

Response: In order to reduce the probability of such operation risk occurring, we have created an operating manual that addresses every level of our operations, we perform regular audits of every business segment, as well as every work flow, every legal risk point, and every risk control point. Finally, we compile an audited risk report that helps us to ensure that our operating quality is properly balanced, controlled, and disclosed.

  • Legal/Regulatory Risk : Legal/Regulatory risk refers risk related to non-compliance with laws and regulations governing our investment strategies and our business operations, and any resulting corrective orders or penalties from relevant authorities, or any civil or criminal actions taken against us. It also refers to risk related to our inability to perform our obligations under agreements that we have entered into with other parties.

Response: In order to reduce our exposure to legal/regulatory risks, we have created a Legal Compliance and Legal Matters Department.

  • Liquidity Risk : Liquidity risk refers to position liquidity risks and capital liquidity risks. Sometimes losses can be suffered as a result of illiquid markets that make it difficult to open or close a position at normal market prices requiring that a position be either bought at a premium or sold at a discount. Capital liquidity risks result when positions are increased beyond planned levels, leaving the company with insufficient funds to meet settlement requirements for a position.

Response: In an effort to better manage liquidity risks, we have created centralized risk management standards that take into consideration all departments and that set position limits for each department. We also have a team that performs daily forecasts of capital requirements based

82

VII. Financial Status , Operation Performance & Risk Management

on the needs of all company guarantees and of departments that are required to service loans, and then monitors daily capital adjustments accordingly. We also produce a monthly “Capital Liquidity Risk Simulation Analysis Table” that analyzes multiple scenarios, forecasts the potential liquidity risks for those scenarios, and estimates the capital levels that each such scenario would require.

  • Model Risk : Model risk refers to potential situations where market values and other variables are beyond normal and predictable conditions and therefore exceed the ability of the model to handle.

Response: We effectively maintain and manage our models, with particular emphasis on financial product risk management. We have created a set of “Model Use Management Procedures” that clearly spell out procedures for developing models, for validating models, for managing variables, and for discontinuing the use of problem models.

4-5 An Evaluation of Key Risks

An Evaluation of Key Risks in Recent Years and the Status of those Risks at the Time of Printing of this Annual Report

  • Effects of recent interest rates, foreign exchange rate fluctuations, and inflation concerns on our company and our strategies for dealing with these concerns

  • i) Interest Rates: Changes in interest rates have a direct impact on the income we derive from our fixed income-related businesses. In addition to conducting our own thorough research on domestic and foreign interest rate trends, we utilize various interest rate derivative tools as well a risk control system that manages our interest rate-related risks, that creates an effective interest rate hedging system for our fixed income-related businesses. Changes in interest rates also affect our company’s financing costs. Going forward, we intend to utilize interest rate hedging and other capital raising avenues as ways to control our company’s financing costs.

1. Bond and interest derivative product business:

The amount of our company’s major interest products At March 31[st] , 2016, and the likely loss of NT$498,301 thousand due to the 1% interest rate change

item Amount
(in thousand dollars)
Profit/loss based on 1%
Interest rate change
(inthousand dollars)
Government bond 2,898,300 -8,163
Corporate bond 200,000 -1,175
Financial bond 1,200,000 -223
International bond 5,732,112 -132,012
Foreign bond 9,530,128 -355,975
Interest rate
exchange
-3,000,000 -753
Sum 16,560,540 -498,301

Countermeasures: Our Company has risk management rules and operational procedures on government bond, corporate bond, foreign/international bond and interest rate exchange. Our company has put the interest risk under good control by means of buying by evaluation beforehand and risk control afterward.

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VII. Financial Status , Operation Performance & Risk Management

  1. Borrowing: The main risk of borrowing is the fluctuation of interest rate. Our company can adjust methods, conditions and terms of borrowing according to the likely interest changing trend. We can also avert risks through the product of interest exchange etc.

Our total debt amount of short-term borrowing and payable short-term bill totals NT$13.69billion on the end of 2016 Q1. They are both borrowing with interest rate risks. With every 1bp change in market interest rate, our company has to pay NT$1.36 million more interest every year.

Response Measures: looking at a potential rise in interest rates, we will keep a close watch on the markets and on business demands and will make adjustments to our positions accordingly. In a resolution adopted by the Taiwan Central Bank in December of 2015, a downward shift was predicted in the global economic structure which will result in slower economic growth in the coming year, which, in turn, will result in a lower domestic economic growth for the coming year, a widening negative domestic output gap, and lowered inflation forecasts. All of these factors are led the central bank to adjust its interest rate policy downwards, to maintain its M2 target of 2.5%-6.5% growth, to maintain a loose monetary policy, all in the hopes of stimulating the economy. It is expected that interest rates will fall over the coming year and that our Company’s lending rates will also be lowered.

  • ii) Exchange rate: The company's principal business targets and place of business are domestic; hence the impact of currency fluctuations is minimal. Potential foreign exchange risks include not just that arising from the par of exchange for foreign currency assets, but also that from foreign currency investment with respect to foreign reinvested or reinvested companies (when future earnings are repatriated or disposed). Whenever the company invests in foreign currency assets, FX swaps will always be in place to avoid foreign exchange risk. Since its overseas subsidiaries are running perpetual operations, the impact of exchange rate movements on long-term equity investments is limited to the changes to book value and does not affect profits and losses.

At March 31[st] , 2016, the company's main exchange rate product positions, and 1% exchange rates fluctuation may result in a loss of NT$155,673 thousand (as show in the following table).

Unit: NT$

item Position (thousand) loss resulted by 1% exchange
rates fluctuation (thousand)
US stock 580,994 -3,526
HK stock 411,567 -6,937
China stock 199,518 -5,419
international bond 5,732,112 -47,943
foreign bond 9,530,128 -91,848
total 16,454,319 -155,673

Response: Our company’s transactions of US stock, HK stock, China stock, international bond, and foreign bond have risk management and standard operating process. The business above was lower the risk of exchange rate by trading foreign exchange swap.

  • iii) Inflation: The CPI growth rate in 2016 Q1 was 1.74%, which had no meaningful effect on operations or on profits

  • Recent High-Risk or High-Leverage Investments, Loans to Third Parties, Pledges Given for Third Parties, Derivative Products Trading Policy and Profitability and Losses, Reasons for Losses and Strategies for Correcting Such Losses Going Forward.

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VII. Financial Status , Operation Performance & Risk Management

  • i) In 2016 Q1, we did not engage in any high-risk or highly-leveraged investments, did not provide any loans to third parties, and did not provide any pledge for any third parties.

  • ii) We only trade those derivative products which have been approved by the relevant authorities and which are permitted by our company’s Articles of Incorporation. We have also created and follow a “Derivatives Trading Procedures” in an effort to further reduce our exposure to related risk.

  • Future Development Plans and Expected R&D Investments

To assist with our development of ever-better products and trading strategies, we have assembled a professional financial engineering team, which brings together experts from finance, statistics, mathematics, and information technology, to create trading and valuation software and hardware resources. Our annual spending on human resources and R&D in this area is in the millions of dollars every year. Please see Chapter 5 for more information on the status of our operations and on our R&D efforts.

Looking at our wealth management and trust business, we saw a clear increase in both our number of clients and in total assets managed. In 2016, we are planning to implement a new account system architecture that will allow for online trading of mutual funds and for automatic withdrawals. We will also launch a mobile trading app. All of these efforts, together, we believe will strengthen our connections with our clients. We will also continue to follow the government’s initiative towards an integrated product platform, or Bank 3.0, so as to offer clients more convenience and instantaneous trading, and will also expand our trust client base.

  •  Effects of Significant Policy and Legal Changes both in Taiwan and Abroad and Measure for Dealing with These Issues

We are constantly on watch for significant policy and legal changes both inside Taiwan and abroad and, to that end, routinely enlists the help of professional legal and accounting firms to assist in evaluating these changes, to help create effective responses to these changes, and to ensure compliance with these changes, thereby working to reduce the effects of policy and legal changes on our business. In recent years, we have been quite effective in adjusting to policy and legal changes both within and beyond Taiwan and, thus, our overall solid financial health has seen little impact from such changes.

  • On March 4, 2014, Chin-kuan-cheng-chuan Letter No. 1030005615, the FSC announced that all listed companies would be required to adopt the International Financial Reporting Standards (IFRS), across the board. The first stage would involve bringing all financial statements from 2015 onwards up to IFRS standards (not including #9 financial instruments). We do not expect the adoption of IFRS to have any effect on our financial records. In 2015, all of our financial statements will adopt IFRS and will use footnotes to disclose the changes.

  • On January 29, 2015, the FSC issued order Chin-kuan-cheng-chuan Letter No. 1030048726, which relaxed the restrictions on brokerage houses trading in offshore securities. This will give our Company greater flexibility and efficiency in its investments, and will allow us to offer professional investors more investment options, thereby allowing us to attract more professional investors and their capital.

  • On February 26, 2015, the FSC issued order Chin-kuan-cheng-chuan Letter No. 1030052033, which allows securities firms to trade and underwrite subordinated debt, which will allow for flexibility for our proprietary trading and underwriting business, and will help generate greater profitability.

  • On April 2, 2015, the TWSE issued order Tai-cheng-chiao Letter No. 1040005841, which eased the price fluctuation limit to 10%, and which increased the margin maintenance ratio to 130%, effectively reducing the difference between Taiwan and international markets in this area, thereby making Taiwan more attractive to foreign investors, which translates into increased trading volumes.

  • On April 30, 2015, the FSC issued order Chin-kuan-cheng-chuan Letter No. 10400140146, which allows securities firms to build online systems for crowd-funding for securities, which will

85

VII. Financial Status , Operation Performance & Risk Management

allow capital to be raised from the general public through small contributions via an online system. This will allow individuals and groups to achieve their funding objectives and thereby breathe new life into Taiwan’s venture capital funding scale, and will also enhance securities firms’ ability to raise capital. Our Company is currently evaluating this new business area and intends to submit an application for approval to begin operating in this area at the appropriate time.

  • On May 18, 2015, the FSC issued order Chin-kuan-cheng-chuan Letter No. 1040009945, which allowed proprietary trading department, starting from June 1, 2015, to offset their day-trading security gaps by borrowing the securities they need via a day-trading securities lending platform. This allows for a more complete offset of day-trading positions and an overall increase in trading volumes.

  • On June 5, 2015 the FSC issued order Chin-kuan-cheng-chuan Letter No. 1040013428, which relaxed the calculation method for the maximum foreign currency position that a domestic brokerage house may hold. Firms no longer need to include foreign currency positions held for their proprietary trading and underwriting business when calculating whether they firm’s overall foreign currency position exceeds the current cap of 30% of the firm’s net value. This significantly increases President’s flexibility in operating its Offshore Securities Unit business.

  • On December 28, 2015, the FSC issued order Tai-cheng-chiao Letter No. 1040051986, which stipulated that, as of from January 1, 2016, all listed companies in Taiwan conducting IPOs or SPOs should use the competitive auction method based on the US standard. This will have the effect of increasing efficiency in our underwriting competitive auction business and of lowering costs.

  • On January 18, 2016, the FSC issued order Chin-kuan-cheng-chuan Letter No. 1040053607, which permits securities firms to issues non-designated loans, with a maximum loan term of 18 months, and broadened the range of assets that may be used as collateral to include listed stocks, domestic equity funds, commodity trading pools, and gold assets registered with the Taipei Exchange (formerly known as Gretai exchange). This will help to improve asset efficiency and allow investors to use their current securities positions for additional investments.

  • Effects of Industry Changes and Technological Changes and Measures for Dealing with These Changes

In response to changes in technology and subsequent increases in online trading in recent years, we moved to meet this market demand and has invested considerable effort and resources into developing and improving our online trading platform and ultimately providing a system that matches the habits of Taiwan’s online traders.

In response to the government’s Bank 3.0 initiative, we fully intend to invest significant manpower and resources into responding to all of the opportunities and risks that these new changes will bring. We intend to utilize specific project teams and our own superb information systems to keep pace with the timelines laid out by the regulators and provide clients with stable and effective online systems that will that will translate into new wealth generation. With this goal in mind, we will embark on system upgrades and the development of new systems and thereby generate new business and new products that will expand our overall business scope.

  • Significant Impairment of Corporate Image and Measures for Dealing with that Damage

Our company has a core philosophy of “3 Goods and One Fair” (“Good Quality”, “Good Trust”, “Good Service”, and “Fair Price”). This is combined with “Professional Leadership, Kind Service”. We have no negative corporate image issues to report.

  • Expected Benefits from On-Going M&A Activities, Potential Risks, and Measures for Dealing with Those Risks

None.

86

VII. Financial Status , Operation Performance & Risk Management

  • Expected Benefits from Expansion of Facilities, Potential Risks, and Measures for Dealing with Those Risks

Following the market trend in brokerage business, our company will seek to merge securities brokerage firm or open new branches. Related risks will be evaluated by professional financial assessment.

  • Potential Inventory Risks and Measures for Dealing with Those Risks

N/A

  • Effects of Large Transfers or Large Conversions of Company Stock by Directors, Supervisors, or Shareholders Holding More than 10% of the Company’s Shares, Potential Risks, and Measures for Dealing with Those Risks

None.

  • Effects of Change in Management Control, Potential Risks, and Measures for Dealing with Those Risks

None.

  • Litigation and Non-litigation Issues

  • i) Judgments already handed down or any ongoing litigation, non-litigation, or administrative action over the previous two years up to the time that this annual report was published, the potential effects on shareholder rights and on the company’s share price, the key facts of the dispute, dollar values involved, the date that the litigation was initiated, the key parties involved, and the current status of said litigation(s): None

  • ii) Any Company director, supervisor, manager, responsible person, or company shareholder holding more than 10% of the company’s shares that is involved in any judgments already handed down or any ongoing litigation, non-litigation, or administrative action over the previous two years up to the time that this annual report was published, the potential effects on shareholder rights and on the company’s share price, the key facts of the dispute, dollar values involved, the date that the litigation was initiated, the key parties involved, and the current status of said litigation(s): None.

  • iii) Any company director, supervisor, manager, responsible person, or company shareholder holding more than 10% of the company’s shares that has been found in violation of Article 157 of the Securities and Exchange Act over the previous two-year period and up to the time that this annual report was published, and the current status of any related action taken or being taken against that person: None.

  • Other Important Risks:

To comply with Personal Information Protection Act and Foreign Account Tax Compliance Act (FATCA), the company will enhance customers’ information management and identification when opening accounts. In addition, we will continuously educate employees on personal information processing protection, anti money laundry, and related law risks.

87

VIII. Other Disclosures

==> picture [384 x 575] intentionally omitted <==

88

VIII. Other Disclosures

VIII. Other Disclosures

1. Affiliated Companies Chart

PRESIDENT SECURITIES CORPORATION

==> picture [491 x 258] intentionally omitted <==

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

Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding
38.66% 100% 100% 100% 100% 100% 96.69%
President President PSC President President President
Insurance Personal Venture Securities (BVI) Capital Futures
Agency Insurance Capital LTD Management Corp.
Co., Ltd Investment
Agency Corp.
Co., Ltd
Co., Ltd
Shareholding Shareholding Shareholding Shareholding Shareholding
0.03% 5.19% 94.81% 100% 100%
UNI-PRESDIENT President PRESIDENT President
ASSET Securities (HK) WEALTH Securities
MANAGEMENT LTD MANAGEMENT (Nominee) LTD
CORP. (HONG KONG) LTD
----- End of picture text -----

88

VIII. Other Disclosures

2. Basic Information of Affiliates

Unit: NT$ thousands As of April 30, 2016

Company Established
Date
Address Currenc
y
Paid-in
Capital
Main business
President Futures
Corp.
1994.03.01 B1.,No.8, Dongxing
Rd., Taipei City
NTD 660,000 Futures
brokerage
President Capital
Management
Corp.
1997.04.15 3F.,No.8, Dongxing
Rd., Taipei City
NTD 124,000 Securities
Investment
Consulting
President
Securities (HK)
Ltd.
1994.07.26 Unit 2603-6,26/F.,
Infinitus Plaza ,199
Des Voeux Road,
Central , Hong Kong
HKD 192,600 Securities
proprietary,
brokerage,
underwriting ,
and
consulting
President
Securities (BVI)
Ltd.
1998.02.26 Unit 2603-6,26/F.,
Infinitus Plaza ,199
Des Voeux Road,
Central , Hong Kong
USD 67,746 Securities
Investment
and holding
company
President
Securities
(Nominee) Ltd.
1999.08.06 Unit 2603-6,26/F.,
Infinitus Plaza ,199
Des Voeux Road,
Central , Hong Kong
HKD 1,000 Nominee
Service
President Wealth
Management
(Hong Kong) Ltd.
2002.03.31 Unit 2603-6,26/F.,
Infinitus Plaza ,199
Des Voeux Road,
Central , Hong Kong
HKD 23,400 Wealth
Management
Uni-President
Asset
Management
Corp
1992.09.03 8F.,No.8, Dongxing
Rd., Taipei City
NTD 351,000 Investment
Trust
President
Personal
Insurance Agency
Co., Ltd.
2006.12.15 13F.,No.8, Dongxing
Rd., Taipei City
NTD 5,000 Insurance
Agent
President
Insurance Agency
Co., Ltd.
2008.04.29 13F.,No.8, Dongxing
Rd., Taipei City
NTD 5,000 Insurance
Agent
PSC Venture
Capital
Investment
Co.,Ltd.
2013.10.29 2F.,No.8, Dongxing
Rd., Taipei City
NTD 300,000 Investment,
management
consultant,
and venture
capital
investment

89

VIII. Other Disclosures

3. Operational Highlights of Affiliated Companies

**As of 31/12/2015 ** **As of 31/12/2015 ** **Unit: NT$ ** thousands
Company Currency Capital Total
Assets
Total
Liabilities
Total
Equity
Operating
Revenue
Operating
Income
Net
Income
(Loss)
EPS
President
Futures Corp.
NTD 660,000 10,678,284 9,294,989 1,383,295 831,286 124,771 178,915 2.71
President
Capital
Management
Corp.
NTD 124,000 153,076 6,736 146,340 39,052 (829) 681 0.05
Uni-Presdient
Asset
Management
Corp
NTD 351,000 901,616 179,532 722,084 705,673 242,805 210,975 6.01
President
Personal
Insurance
Agency Co.,
Ltd.
NTD 5,000 40,085 12,225 27,860 57,379 23,576 19,753 39.51
President
Insurance
Agency Co.,
Ltd.
NTD 5,000 16,139 2,133 14,006 14,865 3,702 5,342 10.68
PSC Venture
Capital
Investment
Co.,Ltd.
NTD 300,000 309,726 1,758 307,968 7,822 4,105 5,371 0.18
President
Securities (HK)
Ltd.
HKD 192,600 707,966 373,449 334,517 55,704 6,160 10,528 0.05
President
Securities
(Nominee)Ltd.
HKD 1,000 569 15 554 0 (41) (39) (0.04)
President
Wealth
Management
(Hong Kong)
Ltd.
HKD 23,400 14,775 18 14,757 0 (64) 13 0.0005
President
Securities
(BVI)Ltd.
USD 67,746 70,369 4 70,365 0 (67) 1,662 0.02

Notes:Foreign exchange rates:

USD/NTD ( end of 2015 )=32.8250 USD/NTD ( 2015 average )=31.7507 HKD/NTD ( end of 2015 )=4.2350 HKD/NTD ( 2015 average )=4.0952

4. Capital Adequacy Ratio

Within the securities industry, a company’s capital adequacy rate is viewed as a key performance indicator. Many BIS regulations require that a securities firm has a minimum capital adequacy rate of 200% in order to be permitted to operate in many key business areas. As such, this level can be seen as an important benchmark in evaluating a securities firm’s business performance and risk management measures. As of March of 2016, our capital adequacy rate stood at 414%, well above this key 200% level.

90

VIII. Other Disclosures

5. Market Share Rate

Market share of various business could be used for performance indicators. It could represent company’s weighted market share and perceptive of future trend, which help to analyze management performance.

Our company’s Brokerage market share was 3.26% in 2015, ranked 8[th] among top 10 competitors. Average single branch market share was 0.081%, ranked the 4[rd] among top 10 competitors. Compared with other securities firms, our performance was more efficient and competitive.

Currently our company continues to build comprehensive and personalized information platform to improve stability of electronic transactions and orders, train sales with multiple financial ability, hoping to explore international market, create more profit for customers and company .

91

VIII. Other Disclosures

CONSOLIDATED

FINANCIAL STATEMENTS

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92

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2015 AND 2014


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~92~

PRESIDENT SECURITIES CORPORATION

Declaration of Consolidated Financial Statements of Affiliated Enterprises

The companies included in the consolidated financial statements of affiliated enterprises prepared by the Company for 2015 (from January 1, 2015 to December 31, 2015) in accordance with Article 33 of the “Regulations Governing the Preparation of Financial Reports by Securities Firms” and “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical with those to be included in the consolidated financial statements of the parent company and subsidiaries in accordance with IFRS 10,“Consolidated Financial Statements”. The relevant information to be disclosed in the consolidated financial statements of affiliated enterprises has already been disclosed in the consolidated financial statements of the parent company and subsidiaries. Therefore, the Company does not prepare the consolidated financial statements of affiliated enterprises separately.

Hereby declare

PRESIDENT SECURITIES

CORPORATION

Responsible person:

LIN, CHUNG-SHEN

March 22, 2016

~93~

Report of Independent Accountants Translated from Chinese

PWCR15003313

To the Board of Directors and Shareholders of President Securities Corporation

We have audited the accompanying consolidated balance sheets of President Securities Corporation and its subsidiaries as of December 31, 2015, and 2014, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of President Securities Corporation and its subsidiaries as of December 31, 2015 and 2014, and their financial performance and cash flows for the years then ended, in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants”, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

~94~

We have audited the parent company only financial statements of President Securities Corporation ( not presented herein ) as of and for the years ended December 31, 2015 and 2014 on which we have issued an unqualified opinion thereon.

PricewaterhouseCoopers, Taiwan March 22, 2016


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

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

~95~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ASSETS Note

6(1)
6(2)
6(3)
6(4)
6(5)
6(6)
6(7)
6(8)
6(9)
6(2)
6(12)
6(3)
6(13)
6(14)
6(15)
6(44)
6(16)
6(17)
6(18)
6(19)
6(20)
December31,2015 %
7
43
1
1
15
-
-
11
-
-
-
8
-
2
-
5
93
-
-
-
1
4
-
-
-
2
7
100
5
8
2
22
2
December31,2014
Amount
$ 5,115,617
29,976,972
402,961
770,353
10,434,581
2,159
4,135
7,686,554
74,345
75,703
3,142
5,517,496
38,211
1,530,833
1,092
3,551,317
65,185,471
50,980
41,581
59,479
444,541
2,520,596
281,003
144,659
56,331
1,304,892
4,904,062
$ 70,089,533
$ 3,736,439
5,599,149
1,440,081
15,602,560
1,509,258
Amount
$ 6,355,219
22,714,617
-
1,502,364
13,408,762
219
1,670
5,569,228
12,224
11,042
994
6,905,877
27,794
354,054
1,590
3,106,558
59,972,212
50,518
49,408
56,115
426,021
2,562,705
283,104
160,276
47,451
1,339,736
4,975,334
$ 64,947,546
$ 8,760,977
3,749,032
2,068,250
9,084,470
1,519,052
%
Current assets

Cash and cash equivalents
Financial assets at fair value through profit or loss - current
Available-for-sale financial assets - current
Bonds purchased under resale agreements
Margin loans receivable
Refinancing security deposits
Receivables from refinance guaranty
Customer margin account
Receivables from security lending
Security lending deposits
Notes receivable
Accounts receivable
Prepayments
Other receivables
Current tax assets
Other current assets
Total current assets
Noncurrent assets
Financial assets at fair value through profit or loss - noncurrent
Financial assets at cost - noncurrent
Available-for-sale financial assets - noncurrent
Investments in associates
Property and equipment, net
Investment property, net
Intangible assets
Deferred tax assets
Other assets - noncurrent
Total noncurrent assets
TOTAL ASSETS
LIABILITIES AND EQUITY
10
35
-
2
21
-
-
8
-
-
-
11
-
-
-
5
92
-
-
-
1
4
1
-
-
2
8
100
14
6
3
14
2
Current liabilities
Short-term loans
Commercial papers payable
Financial liabilities at fair value through profit or loss - current
Bonds sold under repurchase agreements
Deposits on short sales

(Continued)

~96~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

LIABILITIES AND EQUITY Note December 31,2015
%
3
1
11
8
-
2
3
1
-
-
68
-
-
-
68
19
-
3
9
1
-
-
32
-
32
100
December 31,2014
%
3
1
9
10
-
-
2
-
-
-
64
-
-
-
64
20
1
3
9
3
-
-
36
-
36
100
Amount
$ 1,744,273
348,570
7,678,157
5,267,876
1,672
1,087,027
2,294,947
851,796
97,481
5,861
47,265,147
48,487
11,848
60,335
47,325,482
13,231,191
256,116
2,328,253
6,018,542
960,922
201,014
(
278,026 )
22,718,012
46,039
22,764,051
$ 70,089,533
Amount
$ 1,842,391
935,571
5,553,149
6,435,497
484
269,955
1,159,281
294,585
134,160
5,132
41,811,986
49,100
10,984
60,084
41,872,070
13,231,191
256,116
2,173,255
5,708,547
1,549,976
113,539
-
23,032,624
42,852
23,075,476
$ 64,947,546
Short sale proceeds payable
Guarantee deposit received on borrowed securities
Futures traders' equity
Accounts payable
Advance receipts
Collections on behalf of third parties
Other payables
Other financial liabilities - current
Current tax liability
Other current liabilities
Total current liabilities
Noncurrent liabilities
Deferred tax liability
Other liabilities-noncurrent
Total noncurrent liabilities
Total liabilities
Equity attributable to owners of the parent company
Capital
Common stock
Capital reserve
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Treasury shares
Total
Non-controlling interests
Total equity
TOTAL LIABILITIES AND EQUITY
6(6)
6(21)
6(22)
6(23)
6(44)
6(44)
6(24)
6(26)
6(27)
6(26)

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

~97~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE AMOUNT)

Revenues
Securities brokerage fees
Underwriting fees
Gains on trading of securities
Interest income
(Loss) gain on valuation of trading securities
Gain on short covering and trading securities - RS financing covering
Gain (loss) on valuation of borrowed securities and bonds with resale agreements
Gain on warrants issuance
Gain on derivative financial instruments
Other operating income
Total revenues
Expenses
Handling charges
Interest expenses
Futures commission expense
Clearing charges
Other operating expenditures
Employee benefits
Depreciation and amortization
Other operating expenses
Total expenditures and expenses
For theyears ended December 31,
2015
2014
Note
Amount
%
Amount
%
6(28)
$ 2,135,628
47
$ 2,132,591
41
6(29)
67,179
1
51,230
1
6(30)
377,810
8
948,258
19
6(31)
1,332,497
29
1,051,309
20
6(32)
(
500,565 ) (
11 )
111,138
2
6(33)
9,048
-
195
-
6(34)
55,208
1
(
52,378 ) (
1 )
6(35)
618,375
14
246,305
5
6(36)
93,895
2
195,678
4
6(37)
391,768
9
478,971
9
4,580,843
100
5,163,297
100
6(38)
(
324,188 ) (
7 ) (
311,754 ) (
6 )
6(39)
(
357,778 ) (
8 ) (
178,055 ) (
4 )
(
79,729 ) (
2 ) (
73,655 ) (
1 )
(
109,729 ) (
2 ) (
90,731 ) (
2 )
(
69 )
-
-
-
6(40)
(
1,922,879 ) (
42 ) (
1,978,845 ) (
38 )
6(41)
(
123,702 ) (
3 ) (
117,581 ) (
2 )
6(42)
(
1,410,029 ) (
31 ) (
1,175,651 ) (
23 )
(
4,328,103 ) (
95 )(
3,926,272 )(
76 )

(Continued)

~98~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE AMOUNT)

Operating profit
Share of the profit or loss of associates and joint ventures accounted for using the equity
method
Other gains and losses
Profit before tax
Income tax expense
Net income
Other comprehensive income
Components that will not be reclassified to profit of loss subsequently
Remeasurement of defined benefit plans
Other comprehensive loss of associates and joint ventures accounted for under equity
method
Income tax benefit relating to components of other comprehensive income
Items may be reclassified to profit of loss subsequently
Translation gain on the financial statements of foreign operating entities
Unrealized loss on financial instruments
Current other comprehensive income (post-tax)
Total current comprehensive income
Income attributable to:
Parent company
Non-controlling interests
Current comprehensive income attributable to:
Parent company
Non-controlling interests
Earnings per share
Basic earnings per share (in dollars)
Diluted earnings per share (in dollars)
Note
6(13)
6(43)
6(44)
(
(
(
(





6(45)

For the years ended December 31, years ended December 31,
2015 2014
$

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

~99~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year ended December 31, 2014
Balance as of January 1, 2014
Appropriations of 2013 earnings:
Legal reserve
Special reserve
Reversal of special reserve
Cash dividends
Net income for the year
Other comprehensive (loss) income for
the year
Changes in non-controlling interests
Balance at December 31, 2014
For the year ended December 31, 2015
Balance as of January 1, 2015
Appropriations of 2014 earnings:
Legal reserve
Special reserve
Cash dividends
Net income for the year
Other comprehensive (loss) income for
the year
Acquisition of treasury stocks
Changes in non-controlling interests
Balance at December 31, 2015
Note
6(27)
6(27)
6(27)
6(27)
6(27)
6(27)
6(27)
6(26)
Equityattributabl e t o owners of theparent company o owners of theparent company o owners of theparent company Non-controlling
interest
Total equity
Common stock Capital reserve Retained earnings Other equity Treasury
stock
Total
Legal reserve Special reserve Unappropriated
earnings
Translation gain
and loss on the
financial
statements of
foreign operating
entities
Unrealized gain
or loss on
financial
instruments
$ 13,231,191
-
-
-
-
-
-
-
$ 13,231,191
$ 13,231,191
-
-
-
-
-
-
-
$ 13,231,191
$ 256,116
-
-
-
-
-
-
-
$ 256,116
$ 256,116
-
-
-
-
-
-
-
$ 256,116
$ 2,071,935
101,320
-
-
-
-
-
-
$ 2,173,255
$ 2,173,255
154,998
-
-
-
-
-
-
$ 2,328,253
$ 5,792,801
-
202,641
(
286,895)
-
-
-
-
$ 5,708,547
$ 5,708,547
-
309,995
-
-
-
-
-
$ 6,018,542
$ 1,013,206
(
101,320)
(
202,641)
286,895
(
979,109)
1,583,169
(
50,224)
-
$ 1,549,976
$ 1,549,976
(
154,998)
(
309,995)
(
1,071,726)
956,613
(
8,948)
-
-
$ 960,922
($ 27,719)
-
-
-
-
-
130,913
-
$ 103,194
$ 103,194
-
-
-
-
90,578
-
-
$ 193,772
$ 27,750
-
-
-
-
-
(
17,405)
-
$ 10,345
$ 10,345
-
-
-
-
(
3,103)
-
-
$ 7,242
$ -
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
(
278,026)
-
($ 278,026)
$ 22,365,280,
-
-
-
(
979,109)
1,583,169
63,284
-
$23,032,624
$ 23,032,624
-
-
(
1,071,726)
956,613
78,527
(
278,026)
-
$22,718,012
$ 40,923
-
-
-
-
4,112
283
(
2,466)
$ 42,852
$ 42,852
-
-
-
5,922
103
-
(
2,838)
$ 46,039
$ 22,406,203
-
-
-
(
979,109)
1,587,281
63,567
(
2,466)
$ 23,075,476
$ 23,075,476
-
-
(
1,071,726)
962,535
78,630
(
278,026)
(
2,838)
$ 22,764,051

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

~100~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year ended For the year ended
Note December 31,2015 December 31,2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax $ 1,108,704 $ 1,791,363
Adjustments to reconcile profit before tax to net cash provided by
operating activities:
Income and expenses without cash flow impact
Depreciation 6(41) 94,478 99,490
Amortization 6(41) 29,224 18,091
Write-off of bad debts classified as income 6(16) ( 176 ) ( 353 )
Provision for bad debts 6(16) 161,237 2,638
Loss (gain) on valuation of trading securities - current 6(32) 500,565 ( 111,138 )
Financial expense 6(39) 357,778 178,055
Interest income 6(31),(43) ( 1,476,709 ) ( 1,300,487 )
Dividend income 6(13) ( 162,216 ) ( 266,970 )
Share of the profit of associates and joint ventures accounted
for using the equity method 6(14) ( 82,130 ) ( 71,854 )
Loss on disposal of property and equipment 6(12) 1,234 2
Loss on disposal of investments (financial assets measured at
cost) 6(43) - 448
Loss (gain) on valuation of open-ended funds and
money-market instruments 1,664 ( 4,531 )
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss ( 7,765,047 ) ( 2,887,007 )
Available-for-sale financial assets - current ( 409,316 ) 322,120
Bonds purchased under resale agreements 732,011 ( 1,317,467 )
Margin loans receivable 2,976,169 ( 1,895,243 )
Refinancing security deposits ( 1,940 ) 24,476
Receivables from refinance guaranty ( 2,465 ) 57,964
Customer margin account ( 2,117,326 ) ( 651,794 )
Receivables from security lending ( 62,121 ) 17,769
Security lending deposits ( 64,661 ) 38,575
Notes receivable ( 2,148 ) 2,366
Accounts receivable 1,329,922 1,548,437
Prepayments ( 10,417 ) 26,484
Other receivables 287,732 ( 288,473 )
Other current assets ( 444,759 ) 190,899
Changes in operating liabilities
Financial liabilities at fair value through profit or loss -
current ( 628,169 ) 836,096
Bonds sold under repurchase agreements 6,518,090 2,812,355
Deposits on short sales ( 9,794 ) 283,209
Short sale proceeds payable ( 98,118 ) 242,585
Guarantee deposit received on borrowed securities ( 587,001 ) 406,262
Futures traders' equity 2,125,008 635,715
Accounts payable ( 1,162,767 ) ( 2,169,058 )
Advance receipts 1,188 34
Collections on behalf of third parties 817,072 ( 158,136 )
Other payables ( 341,651 ) 307,120
Other financial liabilities - current 557,211 201,187
Other current liabilities 729 532

(Continued)

~101~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash provided by (used in) operations
Dividends received
Interest received
Income tax paid
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of available-for-sale financial assets - noncurrent
Proceeds from capital reduction of financial assets measured at cost
Acquisition of property and equipment
Proceeds from disposal of property and equipment
Acquisition of intangible assets
Decrease (increase) in other non-current assets
Increase in prepayment for equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) increase in short-term loans
Increase (decrease) in commercial papers payable
Increase in other non-current liabilities
Payments of cash dividend
Acquisition of treasury stocks
Interest paid
Changes in non-controlling interest
Net cash (used in) provided by financing activities
Effect of exchange rate changes
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Note
For the year ended
December 31,2015
For the year ended
December 31,2014
$ 2,171,085
( $ 1,078,239 )
221,921
310,042
1,384,375
1,233,955
(
190,463 )
(
82,959 )
3,586,918
382,799
6(3)
-
(
45,416 )
6(12)
7,827
21,903
6(14)
(
26,668 )
(
36,025 )
183
56
(
3,825 )
(
143,252 )
31,239
(
146,510 )
(
39,314 )
(
31,490 )
(
30,558 )
(
380,734 )
(
5,024,538 )
5,281,717
1,850,000
(
3,200,000 )
864
2,402
6(27)
(
1,071,726 )
(
979,109 )
6(26)
(
278,026 )
-
(
360,276 )
(
167,729 )
(
2,838 )
(
2,466 )
(
4,886,540 )
934,815
90,578
130,855
(
1,239,602 )
1,067,735
6,355,219
5,287,484
$ 5,115,617
$ 6,355,219

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

~102~

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANIZATION

  • 1) President Securities Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.) on December 17, 1988, and was renamed as President Securities Corporation on March 4, 1989. The Company started commercial operations on April 3, 1989. As of December 31, 2015, the Company had 40 operating branches (including the Head Office), and established Offshore Securities Unit in July 2014.

  • 2) The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in underwriting of securities, dealing or brokerage business of securities at the securities exchange markets and business premises, registration and transfer agency service for securities, margin loans and short sales business of securities, securities lending and borrowing business, futures introducing brokerage services, futures dealing, issuance of call (put) warrants, new financial instrument transactions, wealth management business, and trust business.

  • 3) The Company’s shares are listed on the Taiwan Stock Exchange.

  • 4) The number of employees of the Group was 1,837 and 1,840 as of December 31, 2015 and 2014, respectively.

  • THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

  • These consolidated financial statements were authorized for issuance by the Board of Directors on March 22, 2016.

  • APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS 1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

    • According to Financial-Supervisory-Securities-Auditing No. 1030010325 issued by FSC on April 3, 2014, commencing 2015, companies with shares listed on the TWSE or traded on the Taipei Exchange or Emerging Stock Market shall adopt the 2013 version of IFRS (not including IFRS 9, ‘Financial instruments’) as endorsed by the FSC and Regulations Governing the Preparation of Financial Reports by Securities Issuers effective January 1,2015 (collectively referred herein as the “ 2013 version of IFRS”) in preparing the consolidated financial statements. The impact of adopting the 2013 version of IFRS is listed below:

A.IAS 19 (revised), ‘Employee benefits’

  • The revised standard makes amendments that net interest amount, calculated by applying the discount rate to the net defined benefit asset or liabilities, replaces the finance charge and expected return on plan assets. The revised standard eliminates the accounting policy choice that the actuarial gains and losses could be recognised based on corridor approach or recognised in profit or loss. The revised standard requires that the actuarial gains and losses can only be recognised immediately in other

~103~

comprehensive income when incurred. Past service cost will be recognised immediately in the period incurred and will no longer be amortised using straight-line basis over the average period until benefits become vested. An entity is required to recognise termination benefits at the earlier of when the entity can no longer withdraw an offer of those benefits and when it recognises any related restructuring costs, rather than when the entity is demonstrably committed to a termination. Based on the Group’s assessment, the adoption of the standard has no impact on its consolidated financial statements, and the Group has disclosed additional information about defined benefit plans accordingly.

  • B.IAS 1, ‘Presentation of financial statements’

The amendment requires entities to separate items presented in OCI classified by nature into two groups on the basis of whether they are potentially reclassifiable to profit or loss subsequently when specific conditions are met. If the items are presented before tax then the tax related to each of the two groups of OCI items (those that might be reclassified and those that will not be reclassified) must be shown separately. Accordingly, the Group has adjusted its presentation of the statement of comprehensive income.

C.IFRS 12, ‘Disclosure of interests in other entities’

The standard integrates the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. Also, the Group has disclosed additional information about its interests in consolidated entities and unconsolidated entities accordingly.

  • D.IFRS 13, ‘Fair value measurement’

  • The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard sets out a framework for measuring fair value from market participants’ perspective, and requires disclosures about fair value measurements. For non-financial assets only, fair value is determined based on the highest and best use of the asset. Based on the Group’s assessment, the adoption of the standard has no significant impact on its consolidated financial statements, and the Group has disclosed additional information about fair value measurements accordingly.

  • E. Disclosures - Transfers of financial assets (amendments to IFRS 7)

  • The amendment enhances qualitative and quantitative disclosures for all transferred financial assets that are not derecognised and for any continuing involvement in transferred assets, existing at the reporting date. The Group includes qualitative and quantitative disclosures for all transferred financial assets.

  • F. Disclosures - Offsetting financial assets and financial liabilities (amendments to IFRS 7)

  • The revised standard now requires IFRS 32, ‘Financial instruments: Presentation’: Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Under transactions that are similar to net settled master netting arrangements, the gross amount of financial instruments of which may or may not be offset in accordance with IFRS 32, ‘Financial instruments: Presentation’, should be presented and quantified based on the net amount of financial assets and liabilities.

~104~

2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

None.

3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the 2013 version of IFRSs as endorsed by the FSC:


the 2013 version of IFRSs as endorsed by the FSC:
Effective Date by
International
Accounting
New Standards,Interpretations andAmendments Standards Board
IFRS 9, ‘Financial instruments’ January 1, 2018
Sale or contribution of assets between an investor and its
associate or joint venture (amendments to IFRS 10 and IAS
28)
To be determined by
International
Accounting Standards
Board
Investment entities: applying the consolidation exception
(amendments to IFRS 10, IFRS 12 and IAS 28)
January 1, 2016
IFRS 15, ‘Revenue from contracts with customers’ January 1, 2018
IFRS 16, ‘Leases’ January 1, 2019
Disclosure initiative (amendments to IAS 1) January 1, 2016
Disclosure initiative (amendments to IAS 7) January 1, 2017
Recognition of deferred tax assets for unrealized losses January 1, 2017
(amendments to IAS 12)
Clarification of acceptable methods of depreciation and January 1, 2016
amortisation (amendments to IAS 16 and IAS 38)
Services related contributions from employees or third July 1, 2014
parties (amendments to IAS 19)
Equity method in separate financial statements (amendments January 1, 2016
to IAS 27)
Recoverable amount disclosures for non-financial assets January 1, 2014
(amendments to IAS 36)
Novation of derivatives and continuation of hedge January 1, 2014
accounting (amendments to IAS 39)
Improvements to IFRSs 2010-2012 July 1, 2014
Improvements to IFRSs 2011-2013 July 1, 2014
Improvements to IFRSs 2012-2014 January 1, 2016

The Group is assessing the impact of the new standards, interpretations and amendments above on the consolidated financial statements and will disclose relevant impact on completion of assessment.

~105~

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Group’s significant accounting policies are described below:

  • 1) Compliance statement

  • The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants”, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (A) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (B) Available-for-sale financial assets measured at fair value.

  • (C) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligations.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (A) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) control by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidated of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (B) Intercompany transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (C) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

  • (D) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

~106~

  • (E) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • B. Subsidiaries included in the consolidated financial statements:

Name of
Investor
Name of Subsidiary Main Business
Activities

Futures brokerage
Securities
investment
consulting
Securities dealer,
brokerage,
underwriting and
consulting
Securities
investment and
holding company
Insurance Agent
Insurance Agent
Venture Capital
Securities dealer,
brokerage,
underwriting and
consulting
Wealth management
Nominee Service
Ownership (%) Ownership (%)

December 31, 2015

December 31, 2014
The
Company






President
Securities
(BVI)


President Futures Corp.
(President Futures)
President Capital Management
Corp. (President Capital
Management)
President Securities (HK)
Ltd.(President Securities (HK))
(Note 1)
President Securities (BVI)
Ltd.(President Securities
(BVI))
President Personal Insurance
Agency Co., Ltd. (President
Personal Insurance Agency)
President Insurance Agency
Corp. (President Insurance
Agency)
PSC Venture Capital
Investment Company Limited
(President Venture Capital)
President Securities (HK) Ltd.
(Note 1)
President Wealth Management
(HK) Ltd.(President Wealth
Management (HK))
President Securities (Nominee)
Ltd. (President Securities
(Nominee))

96.69%
100%
5.19%
100%
100%
100%
100%
94.81%
100%
100%

96.69%
100%
5.19%
100%
100%
100%
100%
94.81%
100%
100%

Note 1: The Company holds all the shares of President Securities (HK) with President Securities (BVI).

~107~

  • 4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (A) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

    • (B) Assets held mainly for trading purposes;

    • (C) Assets that are expected to be realized within twelve months from the balance sheet date;

    • (D) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (A) Liabilities that are expected to be paid off within the normal operating cycle;

    • (B) Liabilities arising mainly from trading activities;

    • (C) Liabilities that are to be paid off within twelve months from the balance sheet date;

    • (D) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  • 5) Translation of foreign currency transactions

  • A. Foreign currency translation and presentation

    • Items included in the consolidated financial statements of the Group are measured using the currency of the primary economic environment in which the Group operates (the “functional currency”). Functional currency and bookkeeping currency of the Company and its domestic subsidiaries are all New Taiwan Dollars; functional currency and bookkeeping currency of overseas subsidiaries-President Securities (HK), President Wealth Management (HK), and President Securities (Nominee) are Hong Kong Dollars; and functional currency and bookkeeping currency of President Securities (BVI) are US Dollars. The consolidated financial statements are presented in New Taiwan Dollars.
  • B. Foreign currency transactions and balances

    • Foreign currency transactions denominated in a foreign currency or required to settle in a foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.

    • Assets and liabilities denominated in foreign currency are translated by the closing exchange rate at balance sheet date. The closing exchange rate is determined by the market exchange rate. Non-monetary assets and liabilities denominated in foreign currencies which are carried at historical cost are re-translated at the exchange rates prevailing at the original transaction date.

    • Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income.

~108~

  • C. Translation of foreign operations

    • The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • (A) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • (B) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • (C) All resulting exchange differences are recognised in other comprehensive income.

  • 6) Cash and cash equivalents

  • A. In the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with banks, and other short-term highly liquid investments.

  • B. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • 7) Financial assets and financial liabilities at fair value through profit or loss

  • A. Financial assets and financial liabilities at fair value through profit or loss are financial assets and financial liabilities held for trading or financial assets and financial liabilities designated as at fair value through profit or loss on initial recognition. Financial assets and financial liabilities are classified in this category of held for trading if acquired principally for the purpose of selling or repurchasing in the short-term. Derivatives are also categorized as financial instruments held for trading unless they are designated as hedges.

  • B. On a regular way purchase or sale basis, financial assets held for trading are recognised and derecognised using trade date accounting.

  • C. Financial assets at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in profit or loss. Derivative assets, that are linked to equity instruments which do not have a quoted market price in an active market and cannot be measured reliably at fair value, and that must be settled by delivery, of such unquoted equity instruments are presented in ‘financial assets measured at cost’, if their fair value cannot be reliably measured. Derivative liabilities that are linked to equity instruments which do not have a quoted market price in an active market and cannot be measured reliably at fair value, and that must be settled by delivery of such unquoted equity instruments are presented in ‘financial liabilities measured at cost’, if their fair value cannot be reliably measured.

8) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B. On a regular way purchase or sale basis, available-for-sale financial assets are recognised and derecognised using trade date accounting.

  • C. Available-for-sale financial assets are initially recognised at fair value plus transaction

~109~

costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets measured at cost’.

  • D. If there has been objective evidence of impairment, the Group will account for impairment. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognised, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognised in profit or loss shall not be reversed through profit or loss. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

  • 9) Notes and accounts receivable, other receivables and margin loans receivable

  • A. Notes and accounts receivable and margin loans receivable are claims resulting from the sales of goods or services; other receivables are receivables other than the above. Notes and accounts receivable and margin loans receivable are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment loss.

  • B. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. A provision for impairment of financial asset is established when there is objective evidence that it is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the fair value of the asset subsequently increases and the increase can be objectively related to an event occurring after the impairment loss being recognised in profit or loss, the impairment loss shall be reversed to the extent of the loss previously recognised in profit or loss. Such recovery of impairment loss shall not make the asset’s carrying amount greater than its amortised cost without impairment loss being recognised. The recoveries of amounts are recognised in profit or loss.

  • 10) Bonds sold under repurchase agreements and bonds purchased under resale agreements Bond transactions under repurchase or resale agreements are stated at the amount of actual payment or receipt. When transactions of bonds with a condition of resale agreements occur, the actual payment or receipt shall be recognised in ‘bonds purchased under resale agreements’ under current assets. When transactions of bonds with a condition of repurchase agreements occur, the actual payment or receipt shall be recognised in ‘bonds sold under repurchase agreements’ under current liabilities. Any difference between the actual payment/receipt and predetermined redemption (repurchase) price is recognised in interest income or interest expense.

  • 11) Financial assets at cost – non-current

  • A. Financial assets measured at cost are initially recognised at fair value plus transaction costs of acquisition. On a regular way purchase or sale basis, financial assets measured at cost are recognised and derecognised using trade date accounting.

  • B. If the variability in the range of reasonable fair value estimate vary significantly, and the probabilities of the various estimates cannot be reasonably measured, the financial assets should be measured at cost.

~110~

  • C. With respect to impairment assessment of the said financial asset, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognised in profit or loss. Impairment loss recognised for this category shall not be reversed subsequently. Impairment loss is recognised by adjusting the carrying amount of the asset directly.

12) Impairment of financial assets

  • A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B. The criteria that the Group uses to determine whether there is an objective evidence of an impairment loss is as follows:

  • (A) Significant financial difficulty of the issuer or debtor;

  • (B) A breach of contract, such as a default or delinquency in interest or principal payments;

  • (C) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • (D) It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

  • (E) The disappearance of an active market for that financial asset because of financial difficulties;

  • (F) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • (G) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or

  • (H) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made in accordance with aforesaid accounting policies of various financial assets.

13) Derecognition of financial instruments

  • A. Derecognition of financial assets

The Group derecognises a financial asset when one of the following conditions is met:

  • (A) The contractual rights to receive cash flows from the financial asset expire.

  • (B) The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • (C) The contractual rights to receive cash flows of the financial asset have been

~111~

transferred; however, the Group has not retained control of the financial asset.

  • B. Derecognition of financial liabilities

    • A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.
  • 14) Offsetting financial instruments

  • Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

15) Investments accounted for under the equity method

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity that are not recognised in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognises its share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

16) Property and equipment

  • A. Property and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property and equipment are subsequently measured using the cost model and depreciated using the straight-line method to allocate their cost over their estimated useful lives.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of

~112~

consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property and equipment are as follows:

Useful lives Buildings 5~50 years Furniture and fixtures 4~10 years Computer equipment 3~5 years Electrical equipment 3~10 years Leasehold improvements 5 years

  • E. When an asset is sold or retired, the cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is included in current operations.

17) Investment property

  • A. Investment property of the Group is the property held either to earn long-term rental income or for capital appreciation or for both.

  • B. Part of the property may be held by the Group for self-use purpose and the remaining are used to generate rental income or capital appreciation. If the property held by the Group can be sold individually, then the accounting treatment should be made respectively. If each part of the property cannot be sold individually and the self-use proportion is not material, then the property is deemed as investment property in its entirety.

  • C. When the future economic benefit related to the investment property is highly likely to flow into the Group and the costs can be reliably measured, the investment property shall be recognised as assets. When the future economic benefit generated from subsequent costs is highly likely to flow into the entity and the costs can be reliably measured, the subsequent expenses of the assets shall be capitalized. All maintenance cost are recognised in profit or loss as incurred.

  • D. Investment property is subsequently measured using the cost model. Depreciated cost is used to calculate amortization expense after initial measurement. The depreciation method, remaining useful life and residual value should apply the same rules as applicable for property and equipment.

  • 18) Intangible assets

  • A. The cost of computer software is amortised using the straight-line method over the useful lives based on acquisition cost, with an amortization period of 4 years.

  • B. Customer relationships is amortised evenly over its estimated useful life of 3.6 years.

  • C. In accordance with IFRS 3 ‘Business combinations’ as endorsed by FSC, goodwill arises when the acquisition cost exceeds the fair value of identifiable assets and liabilities of the consolidated subsidiary on the consolidation date. The goodwill arising from the consolidated subsidiary is included in the intangible asset. Goodwill is tested annually for impairment and any impairment loss will be recognised when impairment occurs. Impairment losses on goodwill are not reversed.

  • 19) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised

~113~

for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognized.

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

20) Contingent liabilities

Contingent liability is a possible obligation that arises from past event, whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Or it could be a present obligation as a result of past event but the payment is not probable or the amount cannot be measured reliably. The Group did not recognise any contingent liabilities but made appropriate disclosure in compliance with relevant regulations.

21) Employee benefits

  • A. Short-term employee benefits

  • Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

  • B. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employee. The Group recognised expense as it can no longer withdraw an offer of termination benefit or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • C. Pensions

  • (A) Defined contribution plans

Effective July 1, 2005, the Group established the defined contribution plan for employees of R.O.C. nationality. The employees have the option to participate in the New Plan. Under the New Plan, the Company contributes monthly an amount equivalent to 6% of employees’ salaries to the employees’ personal pension accounts with the “Bureau of Labor Insurance”. Benefits accrued under the New

~114~

Plan are portable upon termination of employment. Net defined benefit asset can only be recognised when there is a cash refund or elimination in the future accrued pension liabilities.

  • (B) Defined benefit plans

  • In a defined benefit plan, the pension paid is determined based on the amount that an employee shall receive upon retirement, which could vary with age, work seniority and salary compensations. The Group recognises the accrued pension obligations in the consolidated balance sheet based on the net amount of actuarial present value of defined benefit obligation less the fair value of fund, which is adjusted with the net of past service cost recognised as liabilities. Defined benefit obligation is assessed annually using projected unit credit method by the actuary. The present value of the defined benefit obligation is determined using the market yield of government bonds of a currency and term consistent with the currency and term of the employment benefit obligations.

Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • D. Employees’ remuneration and directors’ and supervisors’ remuneration

  • Employees’ bonus and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

22) Revenues and expenses

The Group’s revenues and expenses are recognised as incurred, which mainly include:

  • A. Gains (losses) on sale of securities, securities brokerage fees, and commissions on brokerage and trading are recognised on the transaction date.

  • B. Underwriting fees and related service charges: application fees are recognised upon collection; underwriting fees and service charges are recognised when the contract is completed.

  • C. Gains (losses) on futures contracts: The margin of futures transaction is recognised as cost. Costs and expenses are recognised as incurred.

  • D. Operating expenses: operating expenses refer to required expenses invested in the Group’s operations, which primarily include employee benefit expense, depreciation and amortization, and other business and administrative expenses.

23) Income tax

A. Current income tax

Income tax payable (refundable) is calculated on the basis of the tax laws enacted in the countries where a company operates and generates taxable income. Except for the transactions or other matters directly recognised in other comprehensive income or equity, in which cases the related income taxes in the period are recognised in other comprehensive income or directly derecognised from equity, all the others should be recognised as income or expense for the period.

B. Deferred income tax

Deferred income tax assets and liabilities are measured based on the tax rate of the anticipated period that the future assets realization or the liabilities settlement requires,

~115~

which is based on the effective or existing tax rate at the consolidated balance sheet date. The carrying amounts and temporary differences of assets and liabilities included in the consolidated balance sheet are calculated using the liability method and recognised as deferred income tax. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (loss). Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized. If the future taxable income is probable to provide unused loss carryforwards or deferred income tax credit which can be realized in the future, the proportion of realization is deemed as deferred income tax asset.

  • C. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions for income tax liabilities where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • D. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • 24) Share capital

  • A. Incremental costs directly attributable to the issuance of new shares are shown as a deduction, net of tax, from equity. Dividends from common stocks are recognised as equity in the financial period in which they are approved by the Company’s shareholders. If the date of dividends declared is later than the consolidated balance sheet date, common stocks are disclosed in the subsequent events.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

25) Earnings per share

  • A. Earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the year after taking into consideration the retroactive effect of stock dividends and capital reserve capitalized.

  • B. When the Group calculates earnings per share, basic earnings per share and diluted earnings per share for all potential ordinary shares shall all be disclosed in accordance with IAS 33 “Earnings per share”.

~116~

26) Business combinations

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquire recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.

27) Operating segments

The Group’s operating segments are reported in a manner consistent with the internal reports provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.

~117~

5.CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

  • 1) As the consolidated financial statements of the Group may be affected by the adoption of accounting policy, accounting estimate and assumption, the Group’s management shall properly exercise its professional judgement, estimates, and assumptions on the information of the key risks that is obtained from other resources and could affect the carrying amounts of financial assets and liabilities in the next fiscal year while adopting critical accounting policies as stated in Note 4. Estimates and assumptions of the Group are the best estimates made in compliance with IFRSs as endorsed by the FSC. Estimates and assumptions are made based on past experience and other factors deemed relevant; however, the actual results may differ from the estimates. The Group evaluates the estimates and assumptions on an ongoing basis and recognises the adjustment of the estimates only in the period which is affected by the adjustment. If the adjustment simultaneously affects both the current and future periods, it should be recognised in both periods.

  • 2) Relevant information on key assumptions to be made in the future, key sources of assumption uncertainty made at balance sheet date, and assumptions and estimates that may cause key risks that could affect the carrying amounts of financial assets and liabilities are as follows:

  • A. Fair value of financial instruments

    • Financial instruments with no active market or quoted price use valuation technique to determine the fair value. Under such condition, fair value is assessed through the observable information or models of similar financial instruments. If there is no observable input available in a market, the fair value of financial instrument is assessed through appropriate assumptions. When valuation models are adopted to determine the fair value, all the models should be calibrated to ensure that the output can actually reflect actual information and market price. Models should try to take only observable information as much as possible.
  • B. Calculation of net defined benefit liabilities

    • When calculating the present value of defined pension obligations, the Group must apply judgements and estimates to determine the actuarial assumptions on balance sheet date, including discount rates and expected rate of return on plan assets. Any changes in these assumptions could significantly impact the carrying amount of defined pension obligations.

~118~

6.DETAILS OF SIGNIFICANT ACCOUNTS

1) Cash and cash equivalents

AILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Petty cash

Checking deposits
Current deposits:
Deposits denominated in NTD
Deposits denominated in foreign
currencies
Time deposits

December 31, 2015

$ 188
533,845
376,246
589,484

3,615,854

$ 5,115,617
December 31, 2014

$ 185

600,088

407,745

916,327

4,430,874
$ 6,355,219

As of December 31, 2015 and 2014, the annual interest rates of time deposits, including foreign time deposits were 0.20% ~ 5.18% and 0.10% ~ 3.40%, respectively.

2) Financial assets at fair value through profit or loss

Current items:
Open-ended funds and money market
instruments and securities investment
by brokers
Open-ended mutual funds beneficiary
certificates
Overseas stocks and funds
Money market instruments
Listed (TSE and OTC) stocks
Subtotal
Adjustment of open-ended mutual funds
beneficiary certificates
Total
Trading securities-dealer
Listed (TSE and OTC) stocks
Government bonds
Corporate bonds
Convertible corporate bonds
Emerging stocks
Overseas stocks
Exchange-traded funds
Others
Subtotal
Adjustment of trading securities - dealer
Total

December 31, 2015
$ 227,000
245,367
-
56,714
529,081

58,257)

470,824
2,517,841
3,055,644
5,699,163
1,209,904
81,265
12,881,521
33,389

41,000
25,519,727

20,419)

25,499,308



December 31, 2014
$ 351,980
236,584
50,000
-
638,564

53,988)

584,576
2,600,419
1,052,118
1,495,525
1,367,501
280,973
10,290,680
93,099

39,000
17,219,315

264,014

17,483,329
(


(

(











~119~

December 31, 2015 December 31, 2014

3) Trading securities-underwriter
Listed (TSE and OTC) stocks

Convertible corporate bonds

Subtotal
Adjustment of trading securities -
underwriter

Total

Trading securities-hedging
Listed (TSE and OTC) stocks
Convertible corporate bonds
Warrants
Exchange traded funds

Subtotal
Adjustment of trading securities - hedging (
Total

Options bought-futures

Futures guarantee deposits receivable

Derivative financial instrument assets-
OTC

Total

Non-current items:
Trading securities - dealer - government
bonds

Adjustment of trading securities

Total

Available-for-sale financial assets

Current items:
Trading securities - dealer
Listed (TSE and OTC) stocks

Overseas bonds
Adjustment of trading securities - dealer
(
Total

Non-current items:
Listed (TSE and OTC) stocks

Adjustment of trading securities

Total
$ 137,777

232,134

369,911

46,091


416,002

1,406,312
20,232
22,152

69,975

1,518,671

28,753)


1,489,918


33,288


1,860,069


207,563

$ 29,976,972

$ 50,271

709

$ 50,980

December 31, 2015

$ 306,677

102,654

6,370)

$ 402,961

$ 45,416


14,063

$ 59,479
$ 187,643

469,423
657,066

87,989

745,055
1,562,343
92,935
12,181

516,313
2,183,772

51,383

2,235,155

2,517

1,626,959

37,026
$ 22,714,617
$ 50,368

150
$ 50,518
December 31, 2014

$ -
-

-
$ -
$ 45,416

10,699
$ 56,115

~120~

4) Bonds purchased under resale agreements

Bonds purchased under resale agreements

Overseas bonds
December 31, 2015

$ 770,353
December 31, 2014

$ 1,502,364

The above bonds purchased under resale agreements as of December 31, 2015 and 2014 were due within one year and were contracted to be resold at the agreed-upon price plus interest charge on the specific date after transaction. The total resale amounts were $771,380 and $1,504,222, respectively. The annual interest rates of every currency were as follows:

Currency December 31, 2015 December 31, 2014 Foreign currencies (Note) -0.3125%~2.14% -0.25% ~ 2.45% (Note):Foreign currencies include USD and AUD.

5) Margin loans receivable

Margin loans receivable were secured by the securities purchased by customers under margin loans. The annual interest rate was 6.4%.

6) Customer margin account

Customer margin account

Bank deposit

Futures clearing house
Other futures commission merchant
Securities

Total
December 31, 2015

$ 5,412,834
902,890
1,366,153

4,677

$ 7,686,554
December 31, 2014

$ 3,998,522
884,855
677,462

8,389
$ 5,569,228

The difference between the customer margin deposits accounts and futures traders’ equity as of December 31, 2015 and 2014 were outlined below:

December 31, 2015 December 31, 2015 December 31, 2014 December 31, 2014
Customer margin deposits accounts $ 7,686,554 $ 5,569,228
Add: Early customer margin deposits 645 1,158
Receivable for futures trading margin - 3
Less: Service fee income pending for ( 6,681 ) ( 12,918 )
transfer
Futures exchange tax pending for ( 438 ) ( 453 )
transfer
Net interest income pending for 505 ( 1,309 )
transfer
Temporary receipts ( 1,418) ( 2,560)
Futures traders' equity $ 7,678,157 $ 5,553,149

~121~

7) Accounts receivable

7) Accounts receivable
8)
9)

Accounts receivable - non related parties
Settlement price receivable-brokers

Settlement price receivable-dealer
Accounts receivable-foreign bonds
Interest receivable
Settlement price
Others


Other receivables

Other receivables-FX Swap
Interest receivable
Others
Other current assets

Pending settlements
Pledged time deposits
Deposits-in for foreign currency securities
Underwriting share proceeds collected on
behalf of customers
Others
December 31, 2015

$ 4,128,216
37,181
-
414,394
893,860

43,845

$ 5,517,496

December 31, 2015

$ 1,475,078
21,205
34,550
$ 1,530,833
December 31, 2015

$ 680,508
1,634,368
458,073
775,119
3,249
$ 3,551,317
December 31, 2014

$ 4,604,670
228,617
1,119,303
318,940
589,191

45,156
$ 6,905,877
December 31, 2014

$ 283,160
24,325
46,569
$ 354,054

December 31, 2014

$ 472,210
1,697,624
935,571
56
1,097
$ 3,106,558

10) Transfer of financial assets

A. During the Group’s activities, the transferred financial assets that do not meet derecognition conditions are mainly debt instruments with purchase agreements or debt instruments lent out in accordance with securities borrowing and lending agreement. The cash flow of the contract has been transferred and related liabilities of transferred financial assets that will be repurchased at a fixed price in the future have been reflected. The Group may not use, sell or pledge the transferred financial assets during the valid period of the transaction. The financial assets were not derecognised as the Group is still exposed to interest rate risk and credit risk.

~122~

  • B. Financial assets that do not meet the derecognition conditions and related financial liabilities are analysed below:

liabilities are analysed below:

liabilities are analysed below:
December 31, 2015

Financial assets category
Carrying amount of
transferred financial assets

Financial assets measured at fair value through
profit or loss
Repurchase agreement
$ 16,464,422
December 31, 2014
Carrying amount of related
financial liabilities
$ 15,602,560

Financial assets category
Financial assets measured at fair value through
profit or loss
Repurchase agreement

Carrying amount of
transferred financial assets

$ 9,543,170
Carrying amount of related
financial liabilities
$ 9,084,470
  • 11) Offsetting financial assets and financial liabilities

  • A.The Group has transactions that are or are similar to net settled master netting arrangements but do not meet the offsetting criteria, i.e. derivative financial instruments, resale and repurchase agreements. If one party breaches the contract, the counterparty can choose to use net settlement for the above transactions.

  • B.The offsetting of financial assets and financial liabilities are set as follows:

(Blank below)

~123~

1. The offsetting of financial assets and financial liabilities are set as follows:

(1) Financial assets

December 31, 2015


Financial assets

December 31,2015

December 31,2015

December 31,2015

December 31,2015

December 31,2015

December 31,2015
Financial assets that are offset,or can be settled under agreements of net settled master nettingarrangements o r similar arrangements
Description
Derivative financial instruments

Bonds purchased under resale
agreements
Total
Gross amounts
of recognised
financial assets
$ 207,544
770,353
$ 977,897
Gross amounts of
recognised financial
liabilities set off in
the balance sheet
$ -
-
$ -
Net amounts of
financial assets
presented in the
balance sheet
Not set off in the balance sheet Net amount

Financial
instruments
Cash collateral
received


$ 207,544
770,353
$ 51,566
734,662
$ 786,228

$ -
-
$ -
$ 155,978
35,691
$ 191,669
$ 977,897

December 31, 2014

Financial assets that are offset, or can be settled under agreements of net settled master netting arrangements or similar arrangements

Description
Derivative financial instruments

Bonds purchased under resale
agreements
Total
Gross amounts
of recognised
financial assets
$ 36,818
1,502,364

$ 1,539,182
Gross amounts of
recognised financial
liabilities set off in
the balance sheet
$ -

-
$ -
Net amounts of
financial assets
presented in the
balance sheet
$ 36,818
1,502,364
$ 1,539,182
Not set off in the Not set off in the balance sheet Net amount
Financial
instruments
Cash collateral
received



$ 11,987
1,460,264
$ 1,472,251

$ -
-
$ -
$ 24,831
42,100
$ 66,931

~124~

(2) Financial liabilities

December 31, 2015

Financial liabilities that are offset, or can be settled under agreements of net settled master netting arrangements or similar arrangements

Description

Derivative financial instruments

Bonds sold under repurchase
agreements
Total
Gross amounts
of recognised
financial
liabilities
$ 66,221
10,014,973
$ 10,081,194
Gross amounts of
recognised financial
assets set off in
the balance sheet
$ -
-
$ -
Net amounts of
financial liabilities
presented in the
balance sheet
Not set off in the Not set off in the balance sheet Net amount

Financial
instruments
Cash collateral
pledged


$ 66,221
10,014,973
$ 51,566
10,014,973
$ 10,066,539

$ -
-
$ -
$ 14,655
-
$ 14,655
$ 10,081,194

December 31, 2014

December 31,2014 December 31,2014 December 31,2014 December 31,2014 December 31,2014 December 31,2014 December 31,2014 December 31,2014 December 31,2014 December 31,2014
Financial liabilities that are offset,or can be settled under agreements of net settled master nettingarrangements or similar arrangements
Description

Derivative financial instruments

Bonds sold under repurchase
agreements
Total
Gross amounts
of recognised
financial
liabilities
$ 72,523
7,134,113
$ 7,206,636
Gross amounts of
recognised financial
assets set off in
the balance sheet
$ -
-
$ -
Net amounts of
financial liabilities
presented in the
balance sheet
Not set off in the balance sheet Net amount

Financial
instruments
Cash collateral
pledged


$ 72,523
7,134,113
$ 11,987
7,134,113
$ 7,146,100

$ -
-
$ -
$ 60,536
-
$ 60,536
$ 7,206,636

~125~

12) Financial assets at cost – non-current

) Financial assets at cost–non-current

Taiwan Depository & Clearing Corp.

Taiwan Futures Exchange
Hua Liu Venture Capital Corporation
Cathay Venture Capital I
Total
December 31, 2015

$ 2,450
35,115
2,608
1,408
$ 41,581
December 31, 2014

$ 2,450
35,115
10,435
1,408
$ 49,408
  • A. Assets above are measured at cost as the variability in the range of reasonable fair value estimate could vary significantly and the probabilities of the various estimates cannot be reasonably measured.

  • B. A stockholders’ meeting of Taiwan Integrated Shareholder Service Company was held on February 6, 2014 and approved the business combination with Taiwan Depository & Clearing Corp. with March 24, 2014 as the record date.

  • C. In June, 2015, Hua Liu Venture Capital Corporation resolved for a capital reduction of $90,000 through the Meeting of Shareholders, cancelling 9,000 thousand shares. The Company received a refund of $7,827 in accordance with its shareholding ratio and reduced the carrying amount by $7,827.

13) Investments accounted for under the equity method

Uni-President Asset Management Corp. December 31, 2015

$ 444,541
December 31, 2014

$ 426,021
  • A. The Group’s share of its associates’ profits or losses recognised in long-term equity investment accounted for under the equity method for the years ended December 31, 2015 and 2014 were $82,130 and $71,854, respectively.

  • B. The financial information of the Group’s principal associates is summarized as follows:

  • (a)The basic information of the joint ventures that are material to the Group is as follows:


follows:
Company name Principal place
of business
Taipei city
Shareholding ratio Nature of
relationship
Methods of
measurement
Equity method

Uni-President Asset
Management Corp.

December 31,
2015
38.69%

December 31,
2014


Associate
38.69%

~126~

(b)The summarized financial information of the joint ventures that are material to the Group is as follows:

Balance sheet

Balance sheet
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total net assets
Share in joint venture’s net assets
Goodwill and others
Carrying amount of the joint venture
Uni-President Asset Management Corp.

(
(



December 31, 2015

$ 376,603
525,013

135,692 ) (

43,840)
(
$ 722,084

$ 279,429
165,112
$ 444,541

December 31, 2014
$ 342,187
501,497

131,262 )

36,931)
$ 675,491
$ 261,398
164,623
$ 426,021

Statement of comprehensive income

Statement of comprehensive income
Revenue
Profit for the period from continuing
operations
Other comprehensive loss- net of tax
Total comprehensive income
Uni-President Asset Management Corp.

(

For the year ended
December 31, 2015

$ 705,673
$ 210,975

5,730)
(
$ 205,245

For the year ended
December 31, 2014
$ 657,431
$ 187,431

11,329)
$ 176,102

~127~

14) Property and equipment

January 1, 2015
Cost
Accumulated
depreciation
and impairment
Total
For the year ended
December 31, 2015
January 1, 2015
Additions
Disposal
Reclassifications
Depreciation
December 31, 2015
December 31, 2015
Cost
Accumulated
depreciation
and impairment
Total
January 1, 2014
Cost
Accumulated
depreciation
and impairment
Total
For the year ended
December 31, 2014
January 1, 2014
Additions
Disposal
Reclassifications
Depreciation
Translation gain (loss)
December 31, 2014
December 31, 2014
Cost
Accumulated
depreciation
and impairment
Total
Land
Buildings
$ 1,680,129
$ 1,093,542
-
(
358,220)
$ 1,680,129
$ 735,322
$ 1,680,129
$ 735,322
-
3,375
-
-
-
-
-
(
31,282)
$ 1,680,129
$ 707,415
$ 1,680,129
$ 1,081,785
-
(
374,370)
$ 1,680,129
$ 707,415
Land
Buildings
$ 1,680,129
$ 1,101,174
-
(
340,755)
(
$ 1,680,129
$ 760,419
$ 1,680,129
$ 760,419
-
2,630
-
- (
-
3,488
-
(
31,207)(
-
(
8)
$ 1,680,129
$ 735,322
$ 1,680,129
$ 1,093,542
-
(
358,220)
(
$ 1,680,129
$ 735,322
Equipment
Leasehold
improvements
Total
$ 248,456
$ 108,684
$ 3,130,811
(
146,134)
(
63,752)
(
568,106)
$ 102,322
$ 44,932
$ 2,562,705
$ 102,322
$ 44,932
$ 2,562,705
22,000
1,293
26,668
(
1,417)
-
(
1,417)
9,487
15,530
25,017
(
42,058)
(
19,037)
(
92,377)
$ 90,334
$ 42,718
$ 2,520,596
$ 249,195
$ 118,360
$ 3,129,469
(
158,861)
(
75,642)
(
608,873)
$ 90,334
$ 42,718
$ 2,520,596
Equipment
Leasehold
improvements
Total
$ 246,315
$ 109,939
$ 3,137,557

158,258)
(
55,294)
(
554,307)
$ 88,057
$ 54,645
$ 2,583,250
$ 88,057
$ 54,645
$ 2,583,250
30,486
2,909
36,025

58)
- (
58)
29,822
7,510
40,820

45,993) (
20,190) (
97,390)
8
58
58
$ 102,322
$ 44,932
$ 2,562,705
$ 248,456
$ 108,684
$ 3,130,811
146,134)
(
63,752)
(
568,106)
$ 102,322
$ 44,932
$ 2,562,705
Total
$ 3,130,811
(
568,106)
$ 2,562,705
$ 2,562,705
26,668
(
1,417)
25,017
(
92,377)
  • A. No interest was capitalized for property and equipment for the years ended December 31, 2015 and 2014.

  • B. The information on property and equipment pledged or restricted as of December 31, 2015 and 2014 is described in Note 8.

~128~

~129~

15) Investment property

January 1, 2015
Cost
Accumulated depreciation
and impairment
Total
For the year ended December 31,
2015
January 1, 2015
Depreciation
December 31, 2015
December 31, 2015
Cost
Accumulated depreciation
and impairment
Total
January 1, 2014
Cost
Accumulated depreciation
and impairment
Total
For the year ended December 31,
2014
January 1, 2014
Depreciation
December 31, 2014
December 31, 2014
Cost
Accumulated depreciation
and impairment
Total
Land
$ 198,099
-
(
$ 198,099

$ 198,099
-
(
$ 198,099

$ 198,099
-
(
$ 198,099

Land
$ 198,099
-
(
$ 198,099

$ 198,099
-
(
$ 198,099

$ 198,099
-
(
$ 198,099
Buildings
$ 107,076

22,071)
(
$ 85,005

$ 85,005

2,101)
(
$ 82,904

$ 107,076

24,172)
(
$ 82,904

Buildings
$ 107,076

19,971)
(
$ 87,105

$ 87,105

2,100)
(
$ 85,005

$ 107,076

22,071)
(
$ 85,005
Total
$ 305,175

22,071)
$ 283,104
$ 283,104

2,101)
$ 281,003
$ 305,175

24,172)
$ 281,003
Total
$ 305,175

19,971)
$ 285,204
$ 285,204

2,100)
$ 283,104
$ 305,175

22,071)
$ 283,104

A. For the years ended December 31, 2015 and 2014, rental income from the lease of the investment property were $16,888 and $17,499, respectively, and direct operating expenses arising from the investment property were $3,495 and $3,493, respectively.

B. Details of fair value of investment property are provided in Note 12(5).

  • C. Information about the investment property that was pledged to others as collaterals is provided in Note 8.

~130~

16) Other noncurrent assets

Other noncurrent assets

Operation guaranteed deposits
Clearing and settlement fund
Refundable deposits
Deferred expenses
Prepaid pension expenses
Prepayment for equipment
Delinquent accounts
Others
Less: Allowance for uncollectible
accounts-overdue receivables
(
December 31, 2015
$ 722,000
325,827
173,948
17,385
58,239
7,313
166,572
180
1,471,464

166,572)
$ 1,304,892
December 31, 2014
$ 902,000

335,502

51,268

16,852

31,374

2,560

12,532
180

1,352,268
(
12,532)
$ 1,339,736

(

17) Short-term loans

17) Short-term loans
December 31, 2015
Secured loans
$ 2,551,248
Unsecured loans
1,185,191
Total
$ 3,736,439
Interest rates
0.85%~5.00%
18) Commercial papers payable
December 31, 2015
Face value
$ 5,600,000
Less: discount on commercial papers
payable
(
851)
Total
$ 5,599,149
Interest rates
0.40%~0.53%
The commercial papers payable were secured by banks.
19) Financial liabilities at fair value through profit or loss-current
December 31, 2015
Investments in bonds under resale
agreements - short sales
$ 727,782
Valuation adjustment of financial assets held
for trading

13,952
Subtotal

741,734
Liabilities on sale of borrowed securities -
hedged
150,537
Valuation adjustment on liabilities on sale of
borrowed securities - hedged
(
8,588 )
Liabilities on sale of borrowed securities -
non-hedged
131,059
Valuation adjustment on liabilities on sale of
borrowed securities - non-hedged
(
8,593)
December 31, 2014
$ 3,956,313
4,804,664
$ 8,760,977
0.87%~4.70%
December 31, 2014
$ 3,750,000
(
968)
$ 3,749,032
0.72%~0.94%
December 31, 2014
$ 1,422,218

51,944

1,474,162

36,222

1,405

26,363
841


(







~131~

December 31, 2015 December 31, 2015 December 31, 2014 December 31, 2014
Subtotal $ 264,415 $ 64,831
Issuance of call ( put ) warrants 12,708,263 7,967,607
Gain on price fluctuation ( 5,603,884) ( 1,373,061)
Market value (A) 7,104,379 6,594,546
Warrants redeemed ( 9,603,429 ) ( 6,497,130 )
Loss on price fluctuation 2,856,284 356,306
Market value (B) ( 6,747,145) ( 6,140,824)
Warrants - net (A+B) 357,234 453,722
Options sold - TAIFEX 10,019 1,663
Derivative financial liabilities - OTC 66,679 73,872
Total $ 1,440,081 $ 2,068,250

Among the warrants issued by the Group, except for contract-based warrants which are European-style warrants, all other warrants are American-style warrants. Warrants are stated as liabilities for issuance of warrants at issuance price prior to expiration. Upon repurchase of warrants after issuance, the repurchased amounts are recognised as warrants repurchase and charged as a deduction to liabilities for issuance of warrants. The warrants have six to eighteen months exercise period from the date of issuance. The issuer has the option to settle either by cash or stock delivery.

20) Bonds sold under repurchase agreements

) Bonds sold under repurchase agreements

Government bonds

Corporate bonds
Bank debentures
International bonds
Foreign bonds

Total
December 31, 2015

$ 3,182,003
300,000
1,100,693
1,004,891

10,014,973

$ 15,602,560
December 31, 2014

$ 1,000,357
950,000
-
-

7,134,113
$ 9,084,470

The above bonds sold under repurchase agreements as of December 31, 2015 and 2014 were due within one year and were contracted to be repurchased at the agreed-upon price plus interest charge on the specific date after the transaction. The total repurchase amounts were $15,641,269 and $9,105,545, respectively, and the annual interest rates in every currency were shown as follows:


every currency were shown as follows:
Currency

NTD
Foreign currencies (Note)
December 31, 2015
0.20%~0.47%
0.00%~7.00%
December 31, 2014

0.53%~0.65%
0.00%~3.94118%

(Note):Foreign currencies include AUD, Euro, USD and RMB.

~132~

21) Accounts payable

21) Accounts payable

Settlement accounts payable - brokered
trading

Settlement proceeds
Settlement accounts payable - operating
Accounts payable - foreign bonds
Others

Total

22) Other payables

Salary and bonus payable

Employees’ bonus and directors’ and
supervisors’ remuneration payable
Other payables - Fx Swap
Others


23) Other financial liabilities-current

Equity-linked notes (ELN) - Options

Principal guaranteed notes (PGN) - fixed
income

Total
December 31, 2015

$ 4,157,408
882,689
162,619
-

65,160

$ 5,267,876

December 31, 2015

$ 405,832
54,088
1,475,981

359,046

$ 2,294,947

December 31, 2015

$ 5,200

846,596

$ 851,796
December 31, 2014

$ 4,514,790
475,397
251,168
1,123,963

70,179
$ 6,435,497
December 31, 2014

$ 476,847
60,546
283,068

338,820
$ 1,159,281
December 31, 2014

$ 32,600

261,985
$ 294,585

The Group deals in equity-linked products and combines fixed income instruments with call or put options. These products are categorized into ELN (Equity-Linked Notes) and PGN (Principal Guaranteed Notes). On trade date, the contracted amounts are collected in full from the counterparties. The payout amount on maturity will depend on the price fluctuation of the instruments linked to these contracts and be calculated as trading price less option strike price on maturity. All the linked products are financial instruments under the supervision of the SFB (Securities and Futures Bureau).

24) Other liabilities-non-current

Other liabilities-non-current

Net defined benefit obligation

Guarantee deposits received

Total
December 31, 2015

$ 7,271

4,577

$ 11,848
December 31, 2014

$ 7,821

3,163
$ 10,984

25) Pension plan

A. Defined benefit plans

(A) The Group has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement.

~133~

Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. The Group contributes monthly an amount which ranges between 2.0% and 7.2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the supervisory committee of workers' retirement reserve fund, and with Cathay United Bank, under the name of the management committee of employees’ retirement fund. Also, the Group would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Group will make contributions to cover the deficit by next March.

(B) The amounts recognized in the balance sheet are determined as follows:


Present value of defined benefit
obligations

Fair value of plan assets
(
Net defined benefit assets
(
December 31, 2015

$ 688,840

739,808)
(
$ 50,968)
(
December 31, 2014

$ 673,820

697,373)
$ 23,553)

(C) Movements in net defined benefit liabilities (assets) are as follows:

Year ended December 31,
2015
Balance at January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
Present value of
defined benefit
obligations
Fair value
of plan assets
Net defined
benefit assets




$ 673,820
5,322
13,477
692,619
-
22,368
(
12,539)
9,829
-
(
13,608)
(
13,608)
$ 688,840








($ 697,373)
-
(
13,947)
(
711,320)
(
1,709)
-
-
(
1,709)
(
40,387)
13,608
(
26,779)
$ 739,808







($ 23,553)
5,322
(
470)
(
18,701)
(
1,709)
22,368
(
12,539)
8,120
(
40,387)
-
(
40,387)
($ 50,968)

~134~

Year ended December 31,
2014
Balance at January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
Present value of
defined benefit
obligations
Fair value
of plan assets
Net defined
benefit assets

$ 635,385
5,728
12,708
653,821
-
54,997
54,997
-
(
34,998)
(
34,998)
$ 673,820







($ 672,328)
-
(
13,447)
(
685,775)
318
-
318
(
46,914)
34,998
(
11,916)
($ 697,373)





($ 36,943)
5,728
(
739)
(
31,954)
318
54,997
55,315
(
46,914)
-
(
46,914)
($ 23,553)
  • (D) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its 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 the interest rates offered by local banks. The composition of fair value of plan assets as of December 31, 2015 and 2014 is given in the Annual Labor Retirement Fund Utilisation Report published by the government. Expected return on plan assets was a projection of overall return for the obligations period, which was estimated based on historical returns and by reference to the status of Labor Retirement Fund utilisation by the Labor Pension Fund Supervisory Committee and taking into account the effect that the Fund’s 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 the interest rates offered by local banks. In addition, for retirement fund deposits with Cathay United Bank, under the name of the management committee of employees’ retirement fund, the fund invests in time deposit accounts under Cathay United Bank.

~135~

(E) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
For the year ended
December 31, 2015
For the year ended
December 31, 2014
For the year ended
December 31, 2015
For the year ended
December 31, 2014

1.70%
2.50%~3.00%


2.00%
2.50%~3.00%

Assumptions regarding future mortality rate are set based on the Taiwan Standard Ordinary Experience Mortality Table (2011).

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:


December 31, 2015
Effect on present
value of defined
benefit obligation

December 31, 2014
Effect on present
value of defined
benefit obligation
Discount rate

Increase 1%
Decrease 1%
( $ 70,868)
$ 82,276
( $ 72,668)
$ 84,736
Future salary increases
Increase 1%
Decrease 1%
$ 73,299
( $ 64,913)
$ 76,078
( $ 67,069)
Increase 1%
( $ 70,868)
( $ 72,668)

Increase 1%

$ 73,299

$ 76,078
  • (F) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2016 amounts to $40,585.

  • B. Defined contribution plans:

  • Effective from July 1, 2005, the Group established a defined contribution plan pursuant to the “Labor Pension Act”, which covers employees with R.O.C. nationality and those who chose or are required to apply the “Labor Pension Act”. The contributions are made monthly based on not less than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The payment of pension benefits is based on the employees’ individual pension fund accounts and the cumulative profit in such accounts. The employees can choose to receive such pension benefits monthly or in lump sum. The pension costs under defined contribution pension plans of the Group for the years ended December 31, 2015 and 2014 were $60,789 and $58,112, respectively.

  • C. President Securities (HK), President Wealth Management (HK), and President Securities (Nominee) have defined benefit pension plans in accordance with local laws, and recognised the current pension expenses by contributing to the accrued pension assets. President Securities (HK) recognised pension expenses of $2,713 and $2,299, respectively, for the years ended December 31, 2015 and 2014.

~136~

26) Equity

  • A. Common stock

  • (A) As of December 31, 2015, the Company’s authorized capital was $15,000,000 with a par value of $10 (in dollars) per share. As of December 31, 2015 and 2014, the common stocks issued were all 1,323,119 thousand shares, and the outstanding common stocks were 1,303,796 and 1,323,119 thousand shares. Movements in the number of the Company’s ordinary shares outstanding are as follows:


Movements in the number of the Company’s ordinary
follows:

shares outstanding are as
For the year ended
December 31,2015
January 1
1,323,119
Acquisition of treasury
stocks
(
19,323 )
December 31
1,303,796
(Expressed in thousands)
For the year ended
December 31,2014
1,323,119
-
1,323,119
  • (B) Treasury shares

In order to maintain the Company’s integrity and stockholders’ equity, the Company’s Board of Directors resolved to buy back outstanding shares with a total limit of $9,564,471 on September 17, 2015. The expected period of the buyback is from September 18, 2015 to November 17, 2015, and the expected number of shares expected to be bought back is 40,000 shares. The buyback price is set between $9.03 and $18.77 per share and the buyback shares are expected to be 3.02% of total shares issued by the Company.

The movement of the number of treasury shares from the Group’s buyback and its period end amount is as follows:


buyback is from September 18, 2015 to November 17, 2015, and the expected
number of shares expected to be bought back is 40,000 shares. The buyback price
is set between $9.03 and $18.77 per share and the buyback shares are expected to
be 3.02% of total shares issued by the Company.
The movement of the number of treasury shares from the Group’s buyback and its
period end amount is as follows:

buyback is from September 18, 2015 to November 17, 2015, and the expected
number of shares expected to be bought back is 40,000 shares. The buyback price
is set between $9.03 and $18.77 per share and the buyback shares are expected to
be 3.02% of total shares issued by the Company.
The movement of the number of treasury shares from the Group’s buyback and its
period end amount is as follows:

buyback is from September 18, 2015 to November 17, 2015, and the expected
number of shares expected to be bought back is 40,000 shares. The buyback price
is set between $9.03 and $18.77 per share and the buyback shares are expected to
be 3.02% of total shares issued by the Company.
The movement of the number of treasury shares from the Group’s buyback and its
period end amount is as follows:

buyback is from September 18, 2015 to November 17, 2015, and the expected
number of shares expected to be bought back is 40,000 shares. The buyback price
is set between $9.03 and $18.77 per share and the buyback shares are expected to
be 3.02% of total shares issued by the Company.
The movement of the number of treasury shares from the Group’s buyback and its
period end amount is as follows:

buyback is from September 18, 2015 to November 17, 2015, and the expected
number of shares expected to be bought back is 40,000 shares. The buyback price
is set between $9.03 and $18.77 per share and the buyback shares are expected to
be 3.02% of total shares issued by the Company.
The movement of the number of treasury shares from the Group’s buyback and its
period end amount is as follows:
(Expressed in thousands)
For theyear ended December 31,2015
Reason for buyback Shares at the
beginning of
theperiod
Period
increase
Shares at the
end of the
period
Period-end
amount
To maintain the
Company’s integrity
and stockholders’
equity
- 19,323 19,323 $ 278,026
  • a. Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realized capital surplus.

  • b. Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • c. Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

~137~

  • B. Capital reserve

  • Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided it should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • As of December 31, 2015 and 2014, components of the Company’s capital surplus included share premium of $25,524, treasury share transactions of $230,152 and difference between proceeds from disposal of subsidiary and carrying amount of $440.

  • C. Legal reserve

  • Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.

  • D. Special reserve

  • According to the “Rules Governing the Administration of Securities Firms”, 20% of the current year's earnings, after paying all taxes and offsetting prior years' operating losses, if any, shall be set aside as special reserve until the cumulative balance equals the total amount of paid-in capital. The special reserve shall be used exclusively to cover accumulated deficit or to increase capital and shall not be used for any other purpose. Such capitalization shall not be permitted unless the Company had already accumulated a special reserve of at least 50% of its paid-in capital stock and only half of such special reserve may be capitalized.

  • In accordance with the regulations, the Company shall set aside an equivalent amount of special reserve from accumulated unappropriated retained earnings of the current year based on the decreased amount of equity. If there is any subsequent reversal of the decrease in equity, the earnings may be distributed based on the reversal proportion.

  • 27) Unappropriated earnings and dividends policy

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall be used to pay all taxes and offset prior years’ operating losses first, and then set aside as legal reserve, accounted for as 10% of the remaining amount, and special reserve, accounted for as 20% of the remaining amount. Upon provision or reversal of special reserve in accordance with the law, any remaining amount together with unappropriated earnings at beginning of the period shall be distributed according to the following resolution adopted at the stockholders’ meeting: Distribution shall not be made if the balance of distributable earnings is less than 5% of paid-in capital.

  • B. In addition, the total amount of dividends declared every year shall be at least 70% of distributable earnings, of which stock dividends shall be at least 50% and cash dividends shall be lower than 50%.

  • C. The Company may determine a better proportion of cash and stock dividends distribution based on its actual operating conditions and capital utilization plan for the following year.

~138~

  • D. The Company’s earnings distributions for 2014 and 2013 were resolved by the stockholders at the stockholders’ meeting dated June 18, 2015 and June 18, 2014,respectively. Details are as follows:
Legal reserve
Special reserve
Reversal of
special reserve
Cash dividends
Total
2014 2013
Amount
Dividends per
share
(in dollars)
$ 101,320
202,641
286,895 )
979,109
$ 0.74
$ 996,175
Amount
$ 154,998

309,995
-
1,071,726
$ 1,536,719
Dividends per
share
(in dollars)

(



$ 0.81
  • E. The earnings distribution for 2015 as resolved by the Board of Directors on March 22 , 2016 is set forth below:

2015

Legal reserve
Special reserve
Cash dividends
Stock dividends
Total
Amount

$ 95,661
191,323
260,759
404,177
$ 951,920
Dividends per
share
(in dollars)

$ 0.20
0.31
  • F. For details on employees’ remuneration (bonuses) and directors’ and supervisors’ remuneration, please refer to Note 6(40).

28) Brokerage handling fee revenue


remuneration, please refer to Note 6(40).
Brokerage handling fee revenue

Revenues from brokered trading - TWSE
Revenues from brokered trading - OTC
Revenues from brokered trading - Futures
Others
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4




$ 943,529
381,072
673,724
137,303
$ 2,135,628






$ 1,030,920
424,157
565,008
112,506
$ 2,132,591

29) Revenues from underwriting business

Revenues from underwriting business
Revenues from underwriting securities on a
firm commitment basis
Others
Total
For the year ended
December 31, 2015
For the year ended
December 31, 2014


$ 23,212
43,967
$ 67,179




$ 19,487
31,743
$ 51,230

~139~

30) Gain on trading of securities

Gain on trading of securities
Dealer:
- TAIEX
- OTC
- Overseas trading
- Unlisted stocks trading
Subtotal
Underwriters:
- TAIEX
- OTC
Subtotal
Hedging:
- TAIEX
- OTC
Subtotal
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 321,490
256,562
(
9,444)

-

568,608
18,116

24,237

42,353
(
155,384)
(
77,767)
(
233,151)
$ 377,810













$ 381,209
320,733
227,654
4,737
934,333
24,498
21,874
46,372

22,770
(
55,217)
(
32,447)
$ 948,258

With respect to information shown above, amounts recognised for trading of securities generated from available-for-sale financial assets for the years ended December 31, 2015 and 2014 were $8,240 and $47,525, respectively.

31) Interest income


Interest income
Interest income from margin loans
Interest income from bonds
Others
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 771,559
557,734
3,204

$ 777,091

272,530
1,688
$ 1,332,497 $ 1,051,309

32) (Loss) gain on valuation of securities

(Loss) gain on valuation of securities
(Loss) gain on sale of securities - dealer
Loss on sale of securities - underwriting
(Loss) gain on sale of securities - hedging
Liabilities on covering of bonds
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

( $ 378,532)
(
41,898)
(
80,135)

-
( $ 500,565)

$ 112,238
(
25,455)

24,469
(
114)
$ 111,138

~140~

33) Gain on covering of borrowed securities and bonds with resale agreements-short sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
(Loss) gain from the bond investments under
resale agreements
( $ 23,035) $ 4,439
Gain (loss) from securities borrowing
transactions - warrants
4,075 (
7,241)
Gain (loss) from covering - warrants
700 (
5,711)
Gain from securities borrowing transactions
- dealer

27,308

8,708
Total
$ 9,048
$ 195
34) Valuation gain (loss) on borrowed securities and bonds with resale agreements- short
sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Valuation gain (loss) from the bond
investments under resale agreements
$ 38,389 ( $ 53,403)
Valuation gain from securities borrowing
transactions - dealer
6,826
1,486
Valuation gain (loss) from securities
borrowing transactions - warrants
4,931 (
1,833)
Valuation gain from covering - warrants

5,062

1,372
Total
$ 55,208
( $ 52,378)
35) Gain on warrants issuance
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Gain on changes in fair value of call ( put )
warrant liabilities and redemption
$ 783,416 $ 368,943
Losses on exercise of call ( put ) warrants
before maturity
(
99,991) (
75,278)
Expenses arising out of issuance of call
( put ) warrants
(
65,050)
(
47,360)
Total
$ 618,375
$ 246,305
36) Gain on derivative financial instruments
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Futures contract gains
$ 132,558 $ 87,047
Option trading (loss) gain
(
36,342)
78,644
(Loss) gain from asset swap options
(
2,059)
31,044
Others
(
262)
(
1,057)
$ 93,895
$ 195,678
33) Gain on covering of borrowed securities and bonds with resale agreements-short sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
(Loss) gain from the bond investments under
resale agreements
( $ 23,035) $ 4,439
Gain (loss) from securities borrowing
transactions - warrants
4,075 (
7,241)
Gain (loss) from covering - warrants
700 (
5,711)
Gain from securities borrowing transactions
- dealer

27,308

8,708
Total
$ 9,048
$ 195
34) Valuation gain (loss) on borrowed securities and bonds with resale agreements- short
sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Valuation gain (loss) from the bond
investments under resale agreements
$ 38,389 ( $ 53,403)
Valuation gain from securities borrowing
transactions - dealer
6,826
1,486
Valuation gain (loss) from securities
borrowing transactions - warrants
4,931 (
1,833)
Valuation gain from covering - warrants

5,062

1,372
Total
$ 55,208
( $ 52,378)
35) Gain on warrants issuance
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Gain on changes in fair value of call ( put )
warrant liabilities and redemption
$ 783,416 $ 368,943
Losses on exercise of call ( put ) warrants
before maturity
(
99,991) (
75,278)
Expenses arising out of issuance of call
( put ) warrants
(
65,050)
(
47,360)
Total
$ 618,375
$ 246,305
36) Gain on derivative financial instruments
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Futures contract gains
$ 132,558 $ 87,047
Option trading (loss) gain
(
36,342)
78,644
(Loss) gain from asset swap options
(
2,059)
31,044
Others
(
262)
(
1,057)
$ 93,895
$ 195,678
33) Gain on covering of borrowed securities and bonds with resale agreements-short sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
(Loss) gain from the bond investments under
resale agreements
( $ 23,035) $ 4,439
Gain (loss) from securities borrowing
transactions - warrants
4,075 (
7,241)
Gain (loss) from covering - warrants
700 (
5,711)
Gain from securities borrowing transactions
- dealer

27,308

8,708
Total
$ 9,048
$ 195
34) Valuation gain (loss) on borrowed securities and bonds with resale agreements- short
sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Valuation gain (loss) from the bond
investments under resale agreements
$ 38,389 ( $ 53,403)
Valuation gain from securities borrowing
transactions - dealer
6,826
1,486
Valuation gain (loss) from securities
borrowing transactions - warrants
4,931 (
1,833)
Valuation gain from covering - warrants

5,062

1,372
Total
$ 55,208
( $ 52,378)
35) Gain on warrants issuance
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Gain on changes in fair value of call ( put )
warrant liabilities and redemption
$ 783,416 $ 368,943
Losses on exercise of call ( put ) warrants
before maturity
(
99,991) (
75,278)
Expenses arising out of issuance of call
( put ) warrants
(
65,050)
(
47,360)
Total
$ 618,375
$ 246,305
36) Gain on derivative financial instruments
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Futures contract gains
$ 132,558 $ 87,047
Option trading (loss) gain
(
36,342)
78,644
(Loss) gain from asset swap options
(
2,059)
31,044
Others
(
262)
(
1,057)
$ 93,895
$ 195,678
33) Gain on covering of borrowed securities and bonds with resale agreements-short sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
(Loss) gain from the bond investments under
resale agreements
( $ 23,035) $ 4,439
Gain (loss) from securities borrowing
transactions - warrants
4,075 (
7,241)
Gain (loss) from covering - warrants
700 (
5,711)
Gain from securities borrowing transactions
- dealer

27,308

8,708
Total
$ 9,048
$ 195
34) Valuation gain (loss) on borrowed securities and bonds with resale agreements- short
sales
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Valuation gain (loss) from the bond
investments under resale agreements
$ 38,389 ( $ 53,403)
Valuation gain from securities borrowing
transactions - dealer
6,826
1,486
Valuation gain (loss) from securities
borrowing transactions - warrants
4,931 (
1,833)
Valuation gain from covering - warrants

5,062

1,372
Total
$ 55,208
( $ 52,378)
35) Gain on warrants issuance
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Gain on changes in fair value of call ( put )
warrant liabilities and redemption
$ 783,416 $ 368,943
Losses on exercise of call ( put ) warrants
before maturity
(
99,991) (
75,278)
Expenses arising out of issuance of call
( put ) warrants
(
65,050)
(
47,360)
Total
$ 618,375
$ 246,305
36) Gain on derivative financial instruments
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Futures contract gains
$ 132,558 $ 87,047
Option trading (loss) gain
(
36,342)
78,644
(Loss) gain from asset swap options
(
2,059)
31,044
Others
(
262)
(
1,057)
$ 93,895
$ 195,678


For the year ended
December 31, 201
5

For the year ended
December 31, 201
4
( $ 53,403)

1,486
(
1,833)

1,372
( $ 52,378)
For the year ended
December 31, 201
4
$ 368,943
(
75,278)
(
47,360)
$ 246,305
For the year ended
December 31, 201
4
$ 87,047

78,644

31,044
(
1,057)
$ 195,678





$ 38,389
6,826
4,931
5,062
$ 55,208
For the year ended
December 31, 201
5

$ 783,416
(
99,991)
(
65,050)
$ 618,375
For the year ended
December 31, 201
5

$ 132,558
(
36,342)
(
2,059)
(
262)
$ 93,895




(

~141~

37) Other operating income

37) Other operating income
Income from securities lending
Revenue from providing agency service for
stock affairs
Handling fee revenues from funds
Dividend income
Others
Total
38) Handling charges
Brokerage handling fee expense
Dealer handling fee expense
Refinancing processing fee expense
Total
39) Financial expenses
Interest expense from repurchase agreements
Loans interest expense
Other interest expense
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 7,696
69,157
37,131
147,095
130,689
$ 391,768
For the year ended
December 31, 201
5

$ 8,456

71,117

34,562

253,209
111,627
$ 478,971
For the year ended
December 31, 201
4

$ 234,647
88,198
1,343
$ 324,188
For the year ended
December 31, 201
5

$ 215,801

95,471
482
$ 311,754
For the year ended
December 31, 201
4

$ 206,096
140,356
11,326
$ 357,778

$ 59,764

107,966
10,325
$ 178,055

40) Employee benefits

Employee benefits
Salaries
Labor and health insurance
Pension
Other employee benefits
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 1,635,124
119,515
68,354
99,886
$ 1,922,879

$ 1,714,758

114,548

65,400
84,139
$ 1,978,845
  • A. In accordance to the Company’s Article of Incorporation, when the Company distributes earnings, 3% should be appropriated as directors’ and supervisors’ remuneration, 2% should be appropriated as employees’ bonuses and 95% should be appropriated as dividends to shareholders. The aforementioned distributions shall not be made if total distributable earnings are less than 5% of paid-in capital. However, in accordance to the Company Act amendment on May 20, 2015, companies should distribute earnings for employees’ remuneration on a fixed or pro-rata basis. When a company has an accumulated deficit, earnings should be channeled to cover losses. The aforementioned employees’ remuneration are distributable by stock or cash and should be resolved by stockholders at the stockholders’ meeting, with a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares. A report of such remunerations shall be submitted to the stockholders' meeting.

~142~

The Board of Directors of the Company has approved the amended Articles of Incorporation of the Company on January 27, 2016. According to the amended Articles, the remainder of the year-end income before taxes less income before appropriating employees’ compensation and directors’ remuneration, if any, shall appropriate an employees’ compensation no less than 1.6% and directors’ remuneration no more than 2%. However, when the Company has an accumulated deficit, earnings to cover the deficit shall first be retained before appropriating employees’ compensation and directors’ remuneration. The amended Articles will be resolved in the stockholders’ meeting in 2016.

In addition, on January 27, 2016, the Board of Directors resolved the 2015 appropriation rate for employees’ compensation at 2% and directors’ remuneration at 2%. The method of distribution was elected to be in cash.

  • B. For the years ended December 31, 2015 and 2014, employees’ compensation was accrued at $22,293 and $22,563, respectively; directors’ and supervisors’ remuneration was accrued at $22,293 and $33,844, respectively. The aforementioned amounts were recognised in salary expenses.

  • C. For 2015, employees’ compensation was estimated at 2% and directors’ remuneration at 2%, based on the year-end income before taxes less income before appropriating employees’ compensation and directors’ remuneration. Employees’ compensation to be distributed was $22,293 and directors’ remuneration to be distributed was $22,293. The amounts were resolved by the Board of Directors on March 22, 2016 and were elected to be distributed by cash. There were no differences between the above-mentioned employees’ compensation and directors’ remuneration amounts to be distributed and the estimated amounts in 2014. Where the accrued amounts for employees’ bonus and directors’ and supervisors’ remuneration are different from the actual distributed amounts as resolved by the stockholders at their stockholders’ meeting subsequently, the differences are accounted for as changes in estimates.

  • D. For 2014, the estimates, after considering factors such as legal reserve, were 2% and 3% of income after taxes. Where the accrued amounts for employees’ bonus and directors’ and supervisors’ remuneration are different from the actual distributed amounts as resolved by the stockholders at their stockholders’ meeting subsequently, the differences are accounted for as changes in estimates.

  • The actual distributed amount of employees’ bonus and directors’ remuneration for 2014 as resolved at the stockholders’ meeting was $22,563 and $33,844, respectively; this was in agreement with the estimates in the 2014 financial statements.

  • E. Information on the appropriation of the Company’s earnings as resolved by the Board of Directors and approved by the shareholders would be posted in the “Market Observation Post System” on the Taiwan Stock Exchange official website.

41) Depreciation and amortization


Depreciation and amortization
Depreciation
Amortization
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 94,478
29,224
$ 123,702

$ 99,490
18,091
$ 117,581

~143~

42) Other operating expenses

Other operating expenses
Rentals
Taxes
Computer information expenses
Postage
Bad debt expenses
Others
Total
For the year ended
December 31, 201
5

$ 126,400
528,641
165,337
70,937
161,237
357,477
$ 1,410,029
For the year ended
December 31, 201
4

$ 120,706
492,697
150,955
67,961
2,638
340,694
$ 1,175,651

For the years ended December 31, 2015 and 2014, as a result of the principal being unable to pay off outstanding margin loans within the agreed term, the Group, after evaluating the risk of future defaults, for all margin loans receivables has recognised bad debt expenses of $153,791 and $0, respectively.

43) Other gains and losses

Other gains and losses
Financial income
Net gain on disposal of investments
Net currency exchange gain
Other non-operating revenues and gains
Total
For the year ended
December 31, 201
5

$ 135,809
30,308
380,894
226,823
$ 773,834
For the year ended
December 31, 201
4

$ 149,642
151,537
29,372
151,933
$ 482,484

44) Income tax

A. Income tax expense

a)Components of income tax expense:

come tax
Income tax expense
a)Components of income tax expense:
Current tax:
Current tax on profits for the periods
(Over) under provision of prior year’s
income tax
Tax on undistributed earnings
Total current tax
Deferred taxes:
Temporary differences
Total deferred taxes
Income tax expense
For the year ended
December 31, 201
5
$ 159,813
(
5,531)

-

154,282
(
8,113)
(
8,113)
$ 146,169
For the year ended
December 31, 201
4

$ 159,996
(
7,926)

1,703

153,773

50,309

50,309
$ 204,082

b) The income tax charge relating to components of other comprehensive income is as follows:


follows:
Remeasurement loss of defined benefit
plan
For the year ended
December 31, 201
5

($ 1,380)
For the year ended
December 31, 201
4


($ 9,404)

~144~

B. Reconciliation between income tax expense and accounting profit:
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Tax calculated based on profit before tax
and statutory tax rate
$ 223,183 $ 331,643
Effects from items disallowed by tax
regulation
18,089
14,998
Prior year income tax (over)
underestimation
(
5,531 ) (
7,926 )
Effects from tax exempt income
(
105,731 ) (
156,243 )
Minimum tax
16,159
19,907
Tax on undistributed earnings

-
1,703
Income tax expense
$ 146,169
$ 204,082
B. Reconciliation between income tax expense and accounting profit:
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Tax calculated based on profit before tax
and statutory tax rate
$ 223,183 $ 331,643
Effects from items disallowed by tax
regulation
18,089
14,998
Prior year income tax (over)
underestimation
(
5,531 ) (
7,926 )
Effects from tax exempt income
(
105,731 ) (
156,243 )
Minimum tax
16,159
19,907
Tax on undistributed earnings

-
1,703
Income tax expense
$ 146,169
$ 204,082
B. Reconciliation between income tax expense and accounting profit:
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Tax calculated based on profit before tax
and statutory tax rate
$ 223,183 $ 331,643
Effects from items disallowed by tax
regulation
18,089
14,998
Prior year income tax (over)
underestimation
(
5,531 ) (
7,926 )
Effects from tax exempt income
(
105,731 ) (
156,243 )
Minimum tax
16,159
19,907
Tax on undistributed earnings

-
1,703
Income tax expense
$ 146,169
$ 204,082
B. Reconciliation between income tax expense and accounting profit:
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4
Tax calculated based on profit before tax
and statutory tax rate
$ 223,183 $ 331,643
Effects from items disallowed by tax
regulation
18,089
14,998
Prior year income tax (over)
underestimation
(
5,531 ) (
7,926 )
Effects from tax exempt income
(
105,731 ) (
156,243 )
Minimum tax
16,159
19,907
Tax on undistributed earnings

-
1,703
Income tax expense
$ 146,169
$ 204,082

$ 223,183
18,089
(
5,531 )
(
105,731 )
16,159

-
$ 146,169



(
(



$ 331,643
14,998

7,926 )

156,243 )
19,907
1,703
$ 204,082
  • C. Deferred income tax assets or liabilities arising from temporary differences, loss carryforwards, and investment tax credits are as follows:
For For the year ended December the year ended December 31, 2015 31, 2015 31, 2015
Items recognized in
Items other
recognized in comprehensive
January 1 profit or loss income December 31
Temporary differences:
Deferred income tax assets
Bad debts expense $ 5,053 $ 8,018 $ - $ 13,071
Others 42,398 ( 431) 1,293 43,260
Subtotal $ 47,451 $ 7,587 $ 1,293 $ 56,331
Deferred income tax
liabilities
Unrealized exchange gain ($ 27,153) ($ 5,009) $ - ($ 32,162)
Others ( 21,947) 5,535 87 ( 16,325)
Subtotal ($ 49,100) $ 526 $ 87 ($ 48,487)
Total ($ 1,649) $ 8,113 $ 1,380 $ 7,844
For the year ended December 31, 2014
Items recognized in
Items other
recognized in comprehensive
January 1 profit or loss income December 31
Temporary differences:
Deferred income tax assets
Bad debts expense $ 13,286 ($ 8,233) $ - $ 5,053
Others 40,180 ($ 7,081) 9,299 42,398
Subtotal $ 53,466 ($ 15,314) $ 9,299 $ 47,451
Deferred income tax
liabilities
Unrealized exchange gain ($ 13,694) ($ 13,459) $ - ($ 27,153)
Others ( 516) ( 21,536) 105 ( 21,947)
Subtotal ($ 14,210) ($ 34,995) $ 105 ( 49,100)
Total $ 39,256 ($ 50,309) $ 9,404 ($ 1,649)

~145~

  • D. As of December 31, 2015, the Company’s income tax returns through 2013 have been assessed by the National Tax Authority. The income tax returns through 2013 of President Futures, President Capital Management, President Venture Capital, President Personal Insurance Agency and President Insurance Agency have also been assessed.

  • E. Unappropriated earnings

  • December 31, 2015 December 31, 2014

  • 1998 and onwards $ 960,922 $ 1,549,976

  • F. Imputation tax system

  • a) As of December 31, 2015 and 2014, the balance of the imputation tax credit account and the creditable tax rate are $498,637 and $635,656, respectively.

  • b) The imputation tax credit rate based on the appropriation of 2014 earnings is 20.63% in 2015; the imputation tax credit rate is 20.66% for 2015.

  • G. With respect to the income tax returns of the Company for 2008, 2010 and 2011, the Tax Authority assessed to increase income tax payable by $18,779. However, the Company disagreed with the assessments and had filed for administrative litigation. Moreover, the Company had recognised the income tax expense relating to the additional income tax payable.

45) Earnings per share


additional income tax payable.
) Earnings per share


Basic earnings per share
Net income attributable to
common shareholders
Dilutive effect of common stock
For theyear ended December 31,2015
Amount
after tax
Weighted-average
outstanding
common shares
(In thousands)
$ 956,613
1,319,707
-
1,670
$ 956,613
1,321,377
For theyear ended December
Weighted-average
outstanding
common shares
(In thousands)
Earnings per
share
(In dollars)
$ 0.72
$ 0.72
31,2014


1,319,707
1,670
equivalents
Employee bonus
Basic earnings per share
Net income attributable to
common shareholders
Dilutive effect of common stock
1,321,377
Amount
after tax
$ 1,583,169
-
$ 1,583,169
Weighted-average
outstanding
common shares
(In thousands)
Earnings per
share
(In dollars)
$ 1.20


1,323,119
1,355

$ 1.20
equivalents
Employee bonus
1,324,474

~146~

46) Business combinations

  • A. The Company completed acquisition of the securities brokerage business of Standard Charted (Taiwan) Bank's consumer finance business through transfer on October 9, 2014. This transaction is to expand scale of securities brokerage business, raising market share of securities brokerage business and enforce customer basis to develop business synergy. The consideration for the transfer is $99,312. Net value of customers' margin loan receivable and short sale deposit as of the record date totaled $557,005 and the total amount of the transaction is $656,317.

  • B. The Company engaged Diwan Financial Advisory Services Co., Ltd. to conduct purchase price allocation analysis as of October 9, 2014 as the record date. The consideration paid, the fair value of assets acquired and liabilities assumed on the acquisition date are presented below:


acquisition date are presented below:
October 9, 2014
Purchase consideration – Cash paid $
656,317
Fair value of the identifiable assets acquired
and liabilities assumed
Margin loans receivable 575,094
Refinancing security deposits 1,120
Receivables from refinance guaranty 1,222
Interest on margin loans receivable 9,475
Property and equipment 3,148
Intangible assets 54,160
Deposits on short sales ( 14,224)
Short sale proceeds payable ( 15,680)
Interest on short sale proceeds payable ( 2)
Total identifiable net assets 614,313
Goodwill $
42,004

7. RELATED PARTY TRANSACTIONS

1) Names and relationships of related parties

LATED PARTY TRANSACTIONS
Names and relationships of related parties
Names of related parties
Uni-President Asset Management Corp.
Uni-President Enterprises Corp.
President Chain Store Corp. (PCSC)
President Pharmaceutical Corporation
Ton Yi Industrial Corp.
President Tokyo Co., LTD.
Relationship with the Company

Associate
Entity having significant influence
on the Company
Other related party
Other related party
Other related party
Other related party

2) Significant related party transactions and balances A. Handling charge revenue and trust income from sales of funds on behalf of others

Associates:
Uni-President Assets Management Corp.
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 41,292

$ 37,941

The revenues were collected on a monthly basis in accordance with contract terms.

~147~

B. Rent income

Rent income
Associates:
Uni-President Assets Management
Corp.
Other related party
President Pharmaceutical Corp.
President Tokyo Co., Ltd.
Others
Period Deposit For the years ended
December 31
2015 2014
2014.05.01~2016.06.30
2012.08.01~2015.10.05
2014.04.01~2018.03.31

$ 521
-
1,335
-
$ 6,985
4,496
7,138

391
$ 6,949
5,880
6,588
396
$ 19,010 $ 19,813

Rental income mentioned above is derived from leasing part of the Group’s office space and business premises to various related parties and calculated as agreed by both parties. Lease payments are collected on schedule in accordance with the terms of the lease contracts.

C. Stock custodian income


lease contracts.
Stock custodian income
Associate:
Uni-President Assets Management Corp.
Other related party:
Uni-President Enterprise Corp.
President Chain Store Corp. (PCSC)
Ton Yi Industrial Corp.
Others
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 130
3,692
1,603
1,244
2,700
$ 9,369

$ 129
3,786
1,593
1,426
2,470
$ 9,404

D. Equipment rental

Equipment rental
Other related party:
President Tokyo Co., Ltd.
Others
For the year ended
December 31, 2015
For the year ended
December 31, 2014

$ 5,718
1,382
$ 7,100

$ 6,022
996
$ 7,018

E. Purchases of trading securities – dealer

Other related parties:
Uni-President Enterprises Corp.
Ton Yi Industrial Corp.
President Chain Store Corp.
Total
December 31, 2015
Ending Shares
Ending Balance
129
$ 7,082
67
1,059
-
-

$ 8,141
For the year ended
December 31, 2015
Gain (loss)
($ 1,018)
(
352)
(
754)
($ 2,124)

Ending Shares
129
67
-

~148~

Other related parties:
Uni-President Enterprises Corp.
Ton Yi Industrial Corp.
President Chain Store Corp.
Total
December 31, 2014
For the year ended
December 31, 2014
Ending Shares
Ending Balance
Gain (loss)
150
$ 7,530 ($ 1,696)
60
1,200 (
3,216)
35
8,558
2,034
$ 17,288
($ 2,878)

Ending Shares
150
60
35

F. Compensation of key management personnel The compensation of key management such as directors, supervisors, general managers, vice general managers were as follows:


vice general managers were as follows:
Salary and short-term employee benefits
Retirement benefits
Other long-term employee benefits
Termination benefits
Share-based payment
Total
For the year ended
December 31, 201
5
For the year ended
December 31, 201
4

$ 113,506
1,944
-
-
-
$ 115,450

$ 124,588

1,795

-

-
-
$ 126,383

(Blank below)

~149~

8. PLEDGED ASSETS

The Company’s assets pledged or restricted for use were as follows:

Assets December 31, 2015
$ 300,000
3,012,600
11,012,078
1,009,490
1,100,000
50,000
777,045
1,634,368
1,308,985
722,000
800
37,451
December 31, 2014 Purposes
Financial assets at fair value
through profit or loss - current:
Trading securities (par value)
- Corporate bonds
- Government bonds
- Overseas bonds
- International bonds
- Bank debentures
Financial assets at fair value
through profit or loss-
non-current
- Government bonds (par
value)
Restricted assets:
- Demand deposits
- Pledged time deposits
Property and equipment
- Land and buildings (book
value)
Pledged time deposits
- Operating guarantee
deposits
- Clearing and settlement fund
Investment property
- Land and buildings (book
value)

$ 950,000
995,100
7,593,791
-
-
50,000

838
1,697,624
1,319,666
902,000
800
37,693
Securities for bonds sold under
repurchase agreements
Securities for bonds sold under
repurchase agreements
Securities for bonds sold under
repurchase agreements
Securities for bonds sold under
repurchase agreements
Securities for bonds sold under
repurchase agreements
Trust fund deposit-out
Collections on behalf of third parties
and reimbursement for wages and
stocks
Securities for short-term loans and
guarantees for issuance of
commercial papers
Securities for short-term loans and
guarantees for issuance of
commercial papers
Security deposits
Security deposits
Securities for short-term loans and
guarantees for issuance of
commercial papers

9. SIGNIFICANT COMMITMENTS

None.

10. SIGNIFICANT LOSS FROM NATURAL DISASTER

  • None.

11. SIGNIFICANT SUBSEQUENT EVENT

None.

12. OTHER

1) Management objective and policy of financial risks

A. Risk management objective

The Group continually strengthens risk culture to every employee and makes sure that the Group can actively develop various businesses under a healthy and effective risk management system. At the same time, by creating value of an entity and continually increasing profit, profit maximization may be achieved within appropriate risk tolerance.

~150~

  • B. Risk management system

  • In order to ensure the completeness of risk management system, run the balancing mechanism of risk management, and improve the division efficiency of risk management, the Group sets up “Risk Management Policy”. Such policy aims to establish internal system compliance and the guiding tools for policies communication within the Group and enable every layer of the Group engaged in different tasks to identify, evaluate, monitor, and control various risks with establishment of consistent compliance rules for risks of each business so that the risks can be controlled within the limits set in advance.

The Group’s risk management system covers risks incurred from businesses in and off the balance sheet, such as market risk, credit risk, liquidity risk, operating risk, legal risk, model risk which are all included in the risk management.

  • C. Risk management organization

Risk management organization: Board of Directors, Risk Management Committee, Risk Control Office, Business units and other related segments (such as Office of Auditing, Office of General Manager, Compliance segment, Legal segment and Finance segment) are in charge of planning, supervising and execution.

  • (A) The Board of Directors should ensure the effectiveness of risk management and be responsible for the ultimate result and the following duties:

  • a. To establish proper risk management system, operating process, and risk management culture in the Group with allocation of necessary resource for better execution and operation.

  • b. Policy of risk management review

  • c. Review and approval of business application, transaction authorization and risk limit.

  • (B) The Risk Management Committee reports to the Board of Directors and is responsible for the following:

  • a. Review risk management policy

  • b. Review the highest risk tolerance

  • c. Submit regular reports to the Board of Directors in relation to the risk management status of the whole Group

  • (C) The General Manager supervises daily risk management of the entire Group and is responsible for the following:

  • a. Supervise and monitor daily risk management of the entire Group

  • b. Approval of management exceptions

  • (D) Assets and Liabilities Committee reports to the General Manager and is responsible for the following:

  • a. Set up the ultimate guidelines for assets and liabilities management of the entire Group

  • b. Analyze and control the entire Group’s assets and liabilities portfolio

  • c. Approval of various businesses’ quotas

  • d. Gather and analyze information on domestic and offshore interest rate, exchange rate, prosperity fluctuation, political and economic environmental changes, and predict the financial trend in the future

  • (E) Risk Control Office implements risk management policy and related regulations and reports to the Risk Management Committee. Risk Control Office also reports daily risk management to the General Manager and is responsible for the following:

~151~

  - a. Establish Risk Management Policy of the entire Group

  - b. Develop effective method for measurement and risk management in an entity

  - c. Review risk management system of business units

  - d. Generate risk report through information gathering and consolidation

  - e. Analyze various business risks and report to the General Manager

  - f. Report the risk management situation to the Risk Management Committee according to a meeting’s nature and needs

  - g. Carry out duties as designated by the Risk Management Committee and control risks of business units
  • (F) Auditing Office is responsible for the following:

    • a. Execute operating risk control

    • b. Include the risk management system into internal audit program and carry out the daily audit schedule.

    • c. Assess the effectiveness of internal control and verify the executed result.

  • (G) Compliance segment and legal segment under the Office of General Manager are responsible for the following:

    • a. Compliance segment should make sure that the business operation and risk management system are in compliance with relevant regulations.

    • b. Legal segment is responsible for legal risk control

  • (H) Finance segment is responsible for the following:

    • a. Verify the correctness of position information and reasonability of profit and loss calculation.

    • b. Control and analyze self-owned capital adequacy ratio.

    • c. Analyze the appropriateness of structures of the assets and liabilities.

  • (I) Business units are responsible for the following:

    • a. Set up risk management details of various businesses according to the risk management policy and other related regulations.

    • b. Provide sufficient position information and risk control information to the Risk Control Office.

  • D. Risk management policy

In order to ensure the completeness of risk management system, run the balancing mechanism of risk management, and improve the division efficiency of risk management, the Group sets up “Risk Management Policy”. Such policy aims to establish internal system compliance and the guiding tools for policies communication within the Group and enable every layer of the Group engaged in different tasks to identify, evaluate, monitor, and control various risks with establishment of consistent compliance rules for risks of each business so that the risks can be controlled within the limits set in advance.

Risk management processes include risk identification, risk evaluation, risk supervision and various risk control. Each kind of risk evaluations and responding strategies are described as follows:

  • (A) Market risk management

The Group has implemented risk management information system (Risk Manager) in relation to market risk control. All trading positions of the Group have been included in the daily risk control system for the calculation of Value at Risk (VaR). Limit exceeding indicators are mainly the nominal principal, stop-loss, sensitivity (Greeks) and VaR. The risk management report is presented on a daily basis for implementation of regular control and limit exceeding

~152~

handling procedures.

  • (B) Credit risk management

  • In relation to risk control, the quantitative model of default rate adopts KMV model to calculate the default rate of issuers with credit exposure of the issuing company and the trading counterparties, and credit risk of securities disclosed in the report. The credit exposure is mitigated through regular review of credit status.

  • (C) Fund liquidity risk

Unit in charge of fund procurement regularly predicts future fund demand and supply, and consolidates company guarantee or endorsement and capital lending businesses to monitor the condition of fund procurement on a daily basis.

  • E. Hedging and risk-offsetting strategy

    • (A) Policies of hedging and risk mitigating are parts of the Group’s risk management policies, and the hedging position and hedged trading position are supposed to be one portfolio, of which the gain and loss and risk information are measured on a consolidated basis.

    • (B) The overall position (hedging position and trading position) is included in the daily risk management system to calculate Value at Risk and other relevant information. Limit exceeding indicators mainly include nominal principal, stop-loss point, price sensitivity and VaR. With the presentation of daily risk management report, routine control and limit exceeding treatment can be executed.

    • (C) The continued effectiveness of hedging and risk-offsetting strategy is measured by the gain and loss of overall position (hedging position and trading position), in order to track reasonableness of the profit or loss of hedging position and the offsetting relationship with the profit or loss of trading position, and to control them within a reasonable range.

  • 2) Credit risk

  • A. Source and definition of credit risk

The credit risk exposure of the Group as a result of engagement in financial transactions include issuer’s credit risk, credit risk of counterparty and credit risk of underlying assets:

  • (A) Credit risk of the issuer refers to the issuers of financial debt instruments held by the Group failing to repay its obligation due to the fact that the issuer breaches the contract resulting in the risk of financial loss to the Group.

  • (B) Credit risk of counterparty refers to risk of financial loss to the Group arising from default by the counterparty of financial instruments on the settlement or payment obligation.

  • (C) Credit risk of the underlying assets happens when the credit rating of the underlying assets linked to the financial instrument is downgraded by the rating agency or when the losses occur as a result of contract default.

The financial assets held by the Group which could result in credit risk include bank deposit, debt securities, derivatives transactions in OTC, bonds purchased/sold under resale/repurchase agreements, refundable deposit of securities lending, futures trade margins, other refundable deposits and receivables.

  • B. Maximum credit risk exposure and credit risk concentration

  • The maximum exposure to credit risk of financial assets in the consolidated balance sheet, without consideration of the collateral or other credit enhancements, is

~153~

equivalent to the carrying amount. In Taiwan, the sources of credit risk of the Group are primarily resulting from cash deposited with banks or other financial institutions, debt securities issued or guaranteed by a bank, derivative instruments transaction underwritten by the Group, and all counterparties of customer margin deposits accounts being financial institutions. Credit risks of various financial assets are as follows:

  • (A) Cash and cash equivalents

Cash and cash equivalents include time deposit, demand deposits and checking deposits. Correspondent institutions are mainly domestic financial institutions.

  • (B) Financial assets at fair value through profit and loss -current

  • a. Fund

The funds held by the Group are bond funds. As the positions held are not significant, credit risk is deemed low.

  • b. Debt securities

Debt securities are mainly positions like government bonds, convertible corporate bonds and foreign bonds and the issuers are primarily R.O.C. government, domestic and foreign legal entities. 41% of convertible corporate bond is guaranteed by banks. Details are as follows: (a)Bonds

The bonds held by the Group are mostly government bonds (inclusive of central and local government). As a whole, the credit risk of the bonds held by the Group is low.

  • (b)Convertible corporate bond

The convertible corporate bonds held by the Group are mostly issued by the domestic legal entities. The Group mitigates highly risky credit exposure of the issuers by control through Taiwan Corporate Credit Risk Index (TCRI).

  • (c)Foreign bonds

The foreign bonds held by the Group are mainly underlying investment with good credit rating and those with rating above (S&P BB).

  • c. Derivatives- futures trade margin

When engaging in futures trades in stock exchange market, the Group needs to deposit margin into a margin deposit account of a financial institution designated by the futures merchants as a guarantee to fulfil contractual obligation in the future. As a result, the credit risk is low.

  • d. Derivatives-OTC

The Group signs International Swaps and Derivatives Association (ISDA) agreements with each counterparty when engaging in OTC derivatives as an agreement regarding such transactions for both parties. In the agreement, it provides a fundamental contractual model for OTC derivative transactions. If any party breaches the contract or terminates the transactions early, then all the open interest covered in the agreement should be settled by net amount as bound in the contract. When the ISDA agreement is signed, the Credit Support Annex (CSA) is also signed. According to the CSA, collateral will be transferred from a party to the other during transaction process to mitigate the risk of counterparty in open interest. Please refer to Note 6(11).

Types of OTC derivative transactions in which the Group is engaged include interest rate swap and swap transaction. The counterparties are all from

~154~

financial service industry and mainly located in Taiwan.

  • e. Bonds investment under a resale agreement

  • Bonds sold under a resale agreement are the bonds that the client sold to the Group at a price, interest rate, length of period as agreed by two parties and the client shall repurchase the bonds at the specified price upon maturity. The Group needs to assume credit risk from counterparties when underwriting such business, as the payment being delivered to the other party. With consideration of good collateral obtained, the net of credit risk exposure from counterparties can be effectively reduced. As all the counterparties are financial institutions with good credit rating, the credit risks from counterparties are extremely low. Please refer to Note 6(11).

  • f. Margin loans receivable

  • Margin loans receivable are the loans provided to the client in order to process businesses of margin trading and short sale using the securities purchased through financing as collateral. The Group monitors the clients’ margin ratio through information system on a daily basis. As the margin ratio of margin trading is set at 130% according to Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, the credit risk is extremely low.

  • g. Guaranteed price for securities lending Guaranteed price for securities lending is the sale price of the Group’s securities sold by other securities firms through margin trading after deduction of securities transactions tax and service fee, which is deposited in other securities firms as collateral. As all the counterparties are financial institutions with good credit rating, the credit risk from counterparties is extremely low.

  • h. Refundable deposits for securities lending

  • Refundable deposits for securities lending are the margins deposited in other securities firm as collateral when the Group’s securities are sold. As all the counterparties are financial institutions with good credit, the credit risk from counterparties is extremely low.

  • i. Receivables

  • Receivables are the credit rights arising from the securities business including settlement receivables of consignment trading, settlement receivables of operating securities sold, financing interest receivables of self-operating credit transaction, and receivables of consignment trading for securities. As the majority of the Group’s receivables from the consignment businesses and self-operating businesses are settlement of securities from OCT or TWSE, the credit risk is extremely low.

  • j. Other receivables

Other receivables are the receivables primarily from banks’ underwriting on foreign exchange transactions and foreign fund demand. As the foreign exchange transactions are simply the receipt or payment of different currencies and the correspondent banks are of good credit rating, the credit risk is extremely low.

  • k. Other current assets

Other current assets are mainly the collateral deposited in the bank for application for short-term debt limit and guarantee for application for

~155~

issuance of commercial papers. As the correspondent banks are all financial institutions with good credit rating, the credit risk is extremely low.

  • l. Financial assets at fair value through profit and loss – non-current

  • In order to underwrite trust business, the Group deposits central government bonds in the Central Bank as collateral. Regardless of the bonds themselves or the financial institutions where the bonds deposited, the credit risk is extremely low.

  • m.Other non-current assets

Other non-current assets mainly comprise operating guarantee deposits, settlement funds, and refundable deposits. Operating guarantee deposits are mainly deposited in domestic banks with good credit rating. Settlement funds are deposited in securities exchange. Settlement funds are used as compensation when a party to a marketable securities transaction fails to fulfil the settlement obligation. The credit risks from the institutions where these two assets are deposited are extremely low. The refundable deposits refer to cash or other assets which are deposited externally by the Group and can be used as refundable deposits. Because deposits are placed in various financial institutions and each deposit amount is small, the credit risk is dispersed and the credit exposure of overall refundable deposit is extremely low.

  • C. Credit quality rating

The Group’s internal credit rating can be categorized into low risk, medium risk and high risk. Definition of each rating is as follows:

  • (A) Low risk: a company or the underlying position is capable of fulfilling the financial commitment to a stable extent even when facing with a significant uncertain factor or being exposed to adverse condition.

  • (B) Medium risk: a company or the underlying position’s capability to fulfil the financial commitment is weak. Any adverse operation, financial or economic movement shall further weaken its ability to fulfil the financial commitment.

  • (C) High risk: a company or the underlying position’s capability to fulfil the financial commitment is uncertain. The capability to fulfil the financial commitment shall be determined by whether the operating environment and financial position are favorable.

(D) Impairment: a company or the underlying position fails to fulfil its obligation
and the potential impairment assessed has reached the standard for recognition.
The Group uses internal and external credit rating as specified in below table. In the
table below, above-mentioned two credit ratings are not directly correlated. They are
mainly used to represent the similarity of credit quality. The internal credit rating is
based on credit rating of Taiwan Ratings and TCRI. Default rate of certain foreign
bonds is calculated using bond pricing method. The credit risk classification and
management are based on historical default rate (1 year).
Internal credit rating
Credit rating of
Credit rating of
Historical default
Taiwan Ratings
TCRI
rate (1 year)
Low risk
twAAA ~twBBB-
1~4
0.03%~1.21%
Medium risk
twBB+ ~ twBB
5~6
1.21%~5.10%
High risk
twBB- ~ twC
7~9
5.10%~26.85%
Impairment
D
D
-

The Group has classified financial assets into three categories based on the credit quality including normal asset, assets overdue but not impaired and impaired assets:

~156~

The table of the credit quality of financial assets

The table of the credit quality of financial assets The table of the credit quality of financial assets The table of the credit quality of financial assets The table of the credit quality of financial assets
As of December 31, 2015:
Financial assets
Cash and cash equivalents
Financial assets at fair value through profit
or loss-current
Open-end mutual funds beneficiary
certificates and money market
instruments
Debt security investments
Buy Option-TAIFEX
Derivative instruments-Futures Margin
Derivative instruments-OTC
Bonds purchased under resale agreements
Margin loans receivable
Refinancing security deposits
Receivables from refinance guaranty
Customer margin account
Receivables from security lending
Security lending deposits
Notes receivable
Accounts receivable
Other receivables
Other current assets
Financial assets at fair value through profit
or loss-non current
Other assets-non current
Total
Normal assets
Impaired
Low risk
Medium risk
High risk
$ 5,115,225 $ 392 $ - $ -
210,502
-
-
-
21,537,341
676,374
62,395
-
33,288
-
-
-
1,860,069
-
-
-
207,563
-
-
-
770,353
-
-
-
10,439,247
-
-
-
2,159
-
-
-
4,135
-
-
-
7,686,554
-
-
-
74,345
-
-
-
75,703
-
-
-
3,142
-
-
-
5,517,496
-
-
-
1,530,833
-
-
-
3,551,317
-
-
-
50,980
-
-
-
1,221,955
-
-
-
$ 59,892,207
$ 676,766
$ 62,395
$ -

Provisions
Total
Recognised
losses

Net
$ 5,115,617

210,502

22,276,110

33,288

1,860,069

207,563

770,353

10,434,,581

2,159

4,135

7,686,554

74,345
75,703

3,142

5,517,496

1,530,833

3,551,317

50,980
1,221,955
$ 60,626,702

$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

166,572

$ 166,572
$ 5,115,617 $ -
210,502
-
22,276,110
-
33,288
-
1,860,069
-
207,563
-
770,353
-
10,439,247
4,666
2,159
-
4,135
-
7,686,554
-
74,345
-
75,703
-
3,142
-
5,517,496
-
1,530,833
-
3,551,317
-

50,980
-
1,388,527
166,572

$ 676,766

$ 62,395

$ -

$ 60,797,940



$ 171,238

~157~

The table of the credit quality of financial assets

As of December 31, 2014:
Financial assets
Cash and cash equivalents
Financial assets at fair value through profit
or loss-current
Open-end mutual funds beneficiary
certificates and money market
instruments
Debt security investments
Buy Option-TAIFEX
Derivative instruments-Futures Margin
Derivative instruments-OTC
Bonds purchased under resale agreements
Margin loans receivable
Refinancing security deposits
Receivables from refinance guaranty
Customer margin account
Receivables from security lending
Security lending deposits
Notes receivable
Accounts receivable
Other receivables
Other current assets
Financial assets at fair value through profit
or loss-non current
Other assets-non current
Total
Normal assets Normal assets Normal assets Impaired

$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
Provisions
Total
Recognised
losses
$ 6,355,219 $ -

242,193
-
13,695,794
-

2,517
-

1,626,959
-

37,026
-

1,502,364
-

13,415,416
6,654

219
-

1,670
-

5,569,228
-

12,224
-

11,042
-

994
-

6,905,877
-

354,054
-

3,106,558
-

50,518
-
1,301,482
12,532

$ 54,191,354
$ 19,186

Total
Recognised
losses
$ 6,355,219 $ -

242,193
-
13,695,794
-

2,517
-

1,626,959
-

37,026
-

1,502,364
-

13,415,416
6,654

219
-

1,670
-

5,569,228
-

12,224
-

11,042
-

994
-

6,905,877
-

354,054
-

3,106,558
-

50,518
-
1,301,482
12,532

$ 54,191,354
$ 19,186


Net
$ 6,355,219

242,193

13,695,794

2,517

1,626,959

37,026

1,502,364

13,408,762

219

1,670

5,569,228

12,224

11,042

994

6,905,877

354,054

3,106,558

50,518
1,288,950

$ 54,172,168
Low risk Medium risk
High risk
$ 317 $ -

-
-

911,333
29,378

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-
-
-
$ 911,650
$ 29,378
$ 6,354,902
242,193
12,755,083
2,517
1,626,959
37,026
1,502,364
13,415,416
219
1,670
5,569,228
12,224
11,042
994
6,905,877
354,054
3,106,558
50,518
1,288,950
$ 53,237,794
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

12,532
$ 29,378 $ -
$ 12,532

$ 19,186

~158~

3) Liquidity risk

  • A. Definition and source of liquidity risk

Liquidity risk refers to possible financial losses arising from the inability to realize the asset or to obtain sufficient fund to fulfil the financial liabilities soon to be matured. Above situations may weaken the sources of cash from the Group’s trading and investment activities.

  • B. Liquidity risk management procedure and stimulation test

  • In order to prevent operational crisis as a result of liquidity risk, the Group has established responding crisis process with regular monitoring over liquidity gap of fund.

  • (A)Procedure

In addition to the operating capital for various business and long-term investment, the Group needs to maintain revolving funds at a certain level for daily operation. The use of remaining fund shall avoid high concentration and should be based on the principle of holding sound earning assets with high liquidity and treated in compliance with policies of the Group.

The responsive unit for fund procurement adjusts the liquidity gap to ensure proper liquidity according to the daily volume and movement in the market.

  • (B) Stimulation test

  • a. The Group reviews fund liquidity risk from a perspective of supply and demand of fund every month with simulation analysis of available fund for emergency including scenario analysis of cash, funding limit of financial institutions, margin loans and short sale, and value of disposal of position in order to compute maximum available fund and fund demand. Finally, safety stock of fund is reviewed to monitor liquidity risk.

  • b. Above liquidity risk is generally reviewed monthly. However, if the available limit of increment banking credit risk in financing limit of a financial institution is lower than a certain amount (that is, the amount may be timely adjusted according to the fund liquidity in the market and the actual fund demand and supply in an entity), the safety stock will be reviewed weekly. After the early warning report for fund is submitted, the head of finance segment will call for a fund control meeting.

  • c. Other than individual funding liquidity risk of an entity, stress test of minimization funding supply and maximization funding demand in the event of significant crisis is simulated, including:

    • (a)When there is a significant crisis in the market, the financing limit of the financial institutions and the value of disposal of position can be deemed the minimized ratio of fund supply which is then adjusted according to actual condition to compute the total fund supply under maximum stress.

    • (b)Except for the operating expense, the stock concept is adopted for the calculation of total fund demand under maximum stress.

    • (c)The Group should conduct a review to see whether the total minimized fund supply is more than maximized total fund demand. The Group should further review how long (by month) the difference may cover the operating expenses so that the safety stock of fund (by month) under stress test can be computed.

~159~

  - (d)The minimum safety stock of fund under stress test (by month) may be adjusted according to the crisis itself and only operating expense for at least 6 months under a normal stimulation can be deemed safe.
  • C. Maturity analysis for the financial assets and financial liabilities held for liquidity risk management

  • (A) The Group holds cash and sound earning assets with high liquidity in order to fulfil the payment obligation and potential emergency fund demand in the market. Financial assets held for liquidity risk management are mainly cash and cash equivalents, among which, all time deposits mature within a year. Financial assets at fair value through profit and loss are mainly listed stocks, convertible bonds and debt securities. As all of them have positions in active market, the liquidity risk is deemed low.

  • (B) Maturity analysis for the financial liabilities is as follows:

(Blank below)

~160~

As of December 31, 2015

As of December 31, 2015
Short-term loans
Commercial papers payable
Financial liabilities at fair value
through profit or loss-current
Non-derivative financial liabilities
Derivative financial liabilities
Bonds sold under repurchase
agreements
Deposits on short sales
Deposits payable for securities
financing
Securities lending refundable
deposits
Futures traders’ equity
Accounts payable
Collections on behalf of third
parties
Other payables
Other financial liabilities -current
Immediately
$ -
-

1,006,149
410,406
-
1,509,258
1,744,273
-
7,678,157
5,225,039
987,259
1,477,639
-
$ 20,038,180
Less than
3 months
$ 3,736,439

5,600,000

-

7,189

15,641,269

-

-

290,144

-

42,837

6,857

219,548
851,796
$ 26,396,079
3-12 months
$ -

-

-

7,166

-

-

-

58,426

-

-

-

597,760
-
$ 663,352
1-5 years
$ -

-

-

9,283

-

-

-

-

-

-

92,911

-
-
$ 102,194
Over 5 years
$ -

-

-

-

-

-

-

-

-

-

-

-
-
$ -
Total
$ 3,736,439

5,600,000

1,006,149

434,044

15,641,269

1,509,258

1,744,273

348,570

7,678,157

5,267,876

1,087,027

2,294,947
851,796
$ 47,199,805

~161~

As of December 31, 2014

Short-term loans
Commercial papers payable
Financial liabilities at fair value
through profit or loss-current
Non-derivative financial liabilities
Derivative financial liabilities
Bonds sold under repurchase
agreements
Deposits on short sales
Deposits payable for securities
financing
Securities lending refundable
deposits
Futures traders’ equity
Accounts payable
Collections on behalf of third
parties
Other payables
Other financial liabilities -current
Immediately
$ -
-

1,538,993
478,383
-
1,519,052
1,842,391
-
5,553,149
6,419,589
170,783
283,068
-
$ 17,805,408
Less than
3 months
$ 8,760,977

3,750,000

-

1,091

9,105,545

-

-

892,780

-

15,908

5,135

193,001
294,585
$ 23,019,022
3-12 months
$ -

-

-

9,519

-

-

-

42,791

-

-

-

683,212
-
$ 735,522
1-5 years
$ -

-

-

40,685

-

-

-

-

-

-

94,037

-
-
$ 134,722
Over 5 years
$ -

-

-

-

-

-

-

-

-

-

-

-
-
$ -
Total
$ 8,760,977

3,750,000

1,538,993

529,678

9,105,545

1,519,052

1,842,391

935,571

5,553,149

6,435,497

269,955

1,159,281
294,585
$ 41,694,674

~162~

  • (C) Maturity analysis for lease contracts and capital expenditures

  • Operating lease commitment is the total minimum lease payments that the Group should make as a lessee or minimum lease income as lessor under an operating lease term which is not cancelable. The capital expenditure commitment is the contract commitment signed for acquisition of capital expenditure of construction and equipment.

The following table illustrates maturity analysis for lease contract and capital expenditure commitment of the Group:

December 31, 2015
Not later than one year
Later than one year but not later
than five years
Over five years
Total
December 31, 2014
Not later than one year
Later than one year but not later
than five years
Over five years
Total
Operating leases
expenditures (Lessee)
$ 89,497
125,106
6,720
$ 221,323
Operating leases
expenditures (Lessee)
$ 130,065
159,883
8,967
$ 298,915
Operating leases
income (Lessor)

$ 7,025
3,541
-
$ 10,566
Operating leases
income (Lessor)

$ 19,333
3,925
-
$ 23,258

4) Market risk

A. Definition of market risk

Market risk refers refer to the risk of decrease in the Group’s revenue or value of investment portfolio as a result of the changes in exchange rate, commodity price, interest rate, and stock price or other market risk factors.

The Group continually exercises risk management tools such as sensitivity analysis, Value at Risk, stress test and so on to completely and effectively measure, monitor and manage market risk.

B. Value at Risk (VaR)

Value at Risk is used to measure the possible maximum potential losses in investment portfolio as a result of movement in market risk factor in a specified period and confidence level. The Group currently uses confidence level of 95% to calculate Value at Risk of one day.

A VaR model must reasonably, completely and accurately measure the maximum potential risks of financial instruments or investment portfolio before being adopted as a risk management model by the Group. The VaR model used in risk management is continually certified and retrospectively tested to demonstrate that the model can reasonably and effectively measure the maximum potential risks of financial instruments or investment portfolios.

~163~

Statistical table Statistical table
for one-day VaR of transactions for one-day VaR of transactions
For the year ended For the year ended
December 31, 2015
Amount
December 31, 2014 Amount
December 31, 2015
$
76,201 December 31, 2014
$ 75,603
VaR Maximum 161,498 VaR Maximum 128,930
VaR Average 72,794 VaR Average 74,968
VaR Minimum 27,851 VaR Minimum 27,243
Statistical table for VaR of various risk indicators of transactions:
For the year ended Foreign Share
December 31, 2015
exchange
Interest
ownership
December 31, 2015 $ 20,875 $ 22,788 $ 69,843
VaR Maximum 49,727
58,129
166,019
VaR Average 17,236
29,805
65,912
VaR Minimum 3,691
17,989
19,157
Statistical table for VaR of various risk indicators of transactions:
For the year ended Foreign Share
December 31, 2014
exchange
Interest
ownership
December 31, 2014 $ 4,966 $ 21,712 $ 69,387
VaR Maximum 28,810
31,443
122,663
VaR Average 7,086
13,353
72,535
VaR Minimum 656
4,605
25,844

C. Information on gap of foreign exchange risk

The following table summarizes financial instruments of foreign assets or liabilities by currency and the foreign exchange exposure presented by book value as of December 31, 2015 and 2014:

~164~

Financial assets in foreign currencies
Cash and cash equivalents
Financial assets at fair value
through profit or loss
Available-for-sale financial assets
- current
Bonds purchased under resale
agreements
Available-for-sale financial assets
- non current
Others
Financial liabilities in foreign
currencies
Short-term loans
Financial liabilities at fair value
through profit or loss
Bonds sold under repurchase
agreements
Others
December 31, 2015 December 31, 2015 December 31, 2015 Total
$ 2,172,986

17,671,995

102,191

770,353

59,479

7,085,137

2,391,439

784,817

11,019,864

4,756,641
USD EUR
AUD

RMB

HKD
Others
$ 728,871
8,038,864
102,191
717,592
59,479
4,744,871
1,617,539
732,305
7,895,002
3,642,918
$ 1,687

855,281

-

-

-

12,065

-

-

541,649

7,187
$ 4,694

757,283

-

52,761

-

4,124

30,221

52,409

638,183

1,297
$ 666,430

7,794,732

-

-

-

226,468

320,179

103

1,945,030

132,615
$ 718,677

158,308

-

-

-

1,958,133

423,500

-

-

871,110
$ 52,627

67,527

-

-

-

139,476

-

-

-

101,514

Note: As of December 31, 2015, foreign exchange rates of the above currencies to TWD were 1 USD =32.825 TWD; 1 EUR=35.880 TWD; 1 AUD=23.985 TWD; 1 RMB=4.995TWD; and 1 HKD=4.235 TWD, respectively.

~165~

Financial assets in foreign currencies
Cash and cash equivalents
Financial assets at fair value
through profit or loss
Bonds purchased under resale
agreements
Available-for-sale financial assets
- non current
Others
Financial liabilities in foreign
currencies
Short-term loans
Financial liabilities at fair value
through profit or loss
Bonds sold under repurchase
agreements
Others
December 31, 2014 December 31, 2014 December 31, 2014 Total
$ 3,733,376

11,398,188

1,502,364

56,115

5,587,519

3,288,977

1,496,996

7,134,113

4,038,625
USD EUR
AUD

RMB

HKD
Others
$ 1,808,123
6,126,415
1,062,685
56,115
3,253,253
2,077,627
1,050,140
3,722,437
3,050,646
$ 5,594

1,909,970

-

-

18,820

3,847

-

1,571,202

4,659
$ 6,307

969,842

439,679

-

15,193

-

446,856

869,437

7,819
$ 1,062,735

1,606,930

-

-

387,377

467,191

-

971,037

119,107
$ 849,859

775,469

-

-

1,899,529

734,400

-

-

832,932
$ 758

9,562

-

-

13,347

5,912

-

-

23,462

Note: As of December 31, 2014, foreign exchange rates of the above currencies to TWD were 1 USD =31.650 TWD; 1 EUR=38.470 TWD; 1 AUD=25.905 TWD; 1 RMB=5.092TWD; and 1 HKD=4.080 TWD, respectively.

  • D. The total exchange gain, including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2015 and 2014, amounted to $380,894 and $29,372, respectively. For the current year, the USD appreciated as compared to other currencies, resulting in foreign exchange gains and losses. Consequently, the Group’s USD bonds sold under resale/repurchase agreements resulted in a realized foreign exchange loss of approximately $96,398. In addition, due to the functional currency of the Offshore Securities Unit being USD, and the EUR and RMB depreciating as compared to the USD, realized foreign exchange gains arising from foreign currency denominated liabilities were $312,067 and $132,860, respectively.

  • E. In addition, foreign securities of the Group’s trading securities recognised gains (losses) on trading of securities and net gains (losses) of trading securities measured at fair value through profit or loss due to the appreciation of the USD respective to other currencies as well as variations in interests and prices. For the year ended December 31, 2015, gains (losses) on trading of securities denominated under EUR, USD and RMB was ($227,523), $193,496 and $176,351, respectively, and net losses of trading securities measured at fair value through profit or loss of foreign bonds denominated under EUR, USD and RMB was $20,050, $122,565 and $247,128, respectively.

~166~

  • 5) Information on the fair values and hierarchy of the financial instruments

  • A. Financial instruments and non-financial instruments not measured at fair value Except for those listed in the table below, the carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, bonds purchased under resale agreements, margin loans receivable, refinancing guaranty deposits, guaranteed proceeds receivable from refinancing, guaranteed price deposits for security borrowing, security borrowing deposits, customer margin deposit account, notes and accounts receivable, other receivables, short-term loans, commercial paper payable, bonds sold under repurchase agreements, guarantee deposit received from short sales, guaranteed price deposits received from securities borrowers, security borrowing deposits, equity of futures traders, accounts payable, collection for others, and other payables) approximate their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(5)3.


12(5)3.
Asset items
Non-financial assets
Investment property
Asset items
Non-financial assets
Investment property
Total December 31,2015
Quoted prices of
the same assets in
active markets
(level 1)
$ -
Other significant
observable inputs
(level 2)
$ 666,669
December 31,2014
Significant
non-observable
inputs
(level 3)
$ -
Quoted prices of
the same assets in
active markets
(level 1)
$ -
Other significant
observable inputs
(level 2)
$ 659,287
Significant
non-observable
inputs
(level 3)
$ -

The fair value of investment property held by the Group was assessed by external valuation experts using comparison approach and income approach.

  • B. Valuation techniques

  • (A) For financial instruments held for trading purposes which are classified as non-derivative instruments, their fair values are based on their quoted prices in an active market. If there is no quoted market price for reference, a valuation technique will be adopted to measure the fair value. Estimates and assumptions of valuation technique adopted by the Group are in agreement with the information of estimates and assumptions adopted by market users for financial instrument pricing and the said information shall be accessible to the Group. For those classified as derivative instruments, their fair values are based on their market prices if their quoted prices are available from an active market. If quoted market prices in an active market are not available, SWAP and IRS are valued at the discounted cash flow method, and options are valued at the Black-Scholes model.

  • (B) When available-for-sale financial assets have quoted market prices available in an active market, the fair value is determined using the market price.

  • C. Fair value hierarchy of the financial instruments

  • (A) Definitions for the hierarchy classifications of financial instruments measured at fair value

~167~

  • a. Level 1

  • Level 1, are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. An active market has to satisfy all the following conditions: a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The Group’s investments in listed stocks, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices, are deemed as level 1.

  • b. Level 2

  • Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Investments of the Group such as off-the-run issue of government bonds, corporate bonds, bank debentures, convertible corporate bonds, currency swaps, interest rate swaps, options, asset swaps, and most derivatives are all classified within level 2. For the years ended December 31, 2015 and 2014, there was no significant transfer of financial instruments between Level 1 and Level 2.

  • c. Level 3

There is no financial instrument in level 3.

  • (B) Hierarchy of fair value estimation of financial instruments

~168~

Financial instrument items
measured at fair value
Recurring fair value
Non-derivative financial
instruments
Assets
Financial assets at fair value
through profit or loss-current
Stock investments
Bond investments
Others
Available-for-sale financial
assets-current
Stock investments
Bond investments
Financial assets at fair value
through profit or loss
-noncurrent
Available-for-sale financial
assets-noncurrent
Stock investments
Liabilities
Financial liabilities at fair value
through profit or loss-current
Derivative financial instruments
Assets
Financial assets at fair value
through profit or loss-current
Liabilities
Financial liabilities at fair value
through profit or loss- current
December 31, 2015
Total
Level 1

Level 2
Level 3
$ 5,044,988
22,276,110
554,954
300,770
102,191
50,980
59,479

1,006,149
2,100,920

433,932
$ 4,952,140
1,783,082
554,954
300,770
102,191
-
59,479
1,006,149
1,893,357
367,253
$ 92,848
20,493,028
-
-
-
50,980
-
-
207,563
66,679
$ -
-
-
-
-
-
-
-
-
-

~169~

Financial instrument items
measured at fair value
Recurring fair value
Non-derivative financial
instruments
Assets
Financial assets at fair value
through profit or loss-current
Stock investments
Bond investments
Others
Financial assets at fair value
through profit or loss
-noncurrent
Available-for-sale financial
assets-noncurrent
Stock investments
Liabilities
Financial liabilities at fair value
through profit or loss-current
Derivative financial instruments
Assets
Financial assets at fair value
through profit or loss-current
Liabilities
Financial liabilities at fair value
through profit or loss- current
December 31, 2014
Total
Level 1

Level 2
Level 3
$ 5,977,609
13,695,794
1,374,712
50,518
56,115

1,538,993
1,666,502

529,257
$ 5,777,331
11,380,244
1,374,712
-
56,115
1,538,993
1,629,476
455,385
$ 200,278
2,315,550
-
50,518
-
-
37,026
73,872
$ -
-
-
-
-
-
-
-

~170~

6) Capital management

  • A. Objective of capital management

    • (A) The represented capital adequacy ratio basically shall not be lower than 200% in compliance with the warning standard addressed in the “Rules Governing Securities Firms”.

    • (B) The Group includes all risks involved in the investment position as a part of risk management, such as market risk, credit risk, liquidity risk, operating risk, legal risk, and model risk and so on. Each risk management responsive unit should identify, evaluate, monitor and control various risks in order to enable the Group to defend impact from financial market, reflect the current operating strategies and make the investment portfolio applied to business planning and development.

  • B. Capital management policy and procedure

    • In order to secure the long-term and stable development of various businesses and effectively assume risks, the Group manages capital based on the business development, related regulations and financial market environment. Major capital evaluation processes include:

    • (A) Each segment should provide accurate and valid source of information to maintain calculation accuracy of capital adequacy ratio.

    • (B) After the reporting at the 10th of each month, capital adequacy ratio should be computed by the end of every month. If the result is close to the legal standard, every unit will be called to attend a meeting for discussion and strategic planning to ensure that the basic objective of capital adequacy ratio is not less than 200%.

    • (C) Both the risk limits and economic capital of the Group should be agreed by the Board of Directors. The Group should quarterly report details of risk control with disclosure of investment condition in order to assess whether the risk position exceeds the limit and whether the investment direction is in line with the market trend. Within the authorized risk limits, the Group is actively engaged in development of various businesses and continually increases profit, creates company value, and complies with the capital management objective.

    • The Group calculates and reports the capital adequacy ratio according to “Rules Governing Securities Firms”. According to Jin-Guan-Zeng-Chuan Letter No. 1010016685, from July 2012, advanced calculation method applied to capital adequacy ratio for securities firms is applicable to non-financial-holdings securities firms who file the report about information on capital adequacy ratio for June 2012. As of December 31, 2015 and 2014, the capital adequacy ratios were 500% and 524%, respectively as required by the regulations.

  • 7) Assets and liabilities of trust accounts

  • The Group commenced its trust business in December 2011. Pursuant to Article 17 of Enforcement Rules of the Trust Enterprise Act, balance sheet, income statement, and property list of trust accounts shall be disclosed in the consolidated financial statements on a semiannual basis. Details are as follows:

~171~

A. Balance sheet of trust accounts

December 31 December 31
Trust assets 2015 2014
Bank savings $ 240,765 $ 97,096
Structured notes 230,020 172,995
Stock 261,346 566,943
Fund 2,480,182 1,186,816
Securities lending 702,467 631,513
Accounts receivable 85,776 18,398
Total of trust assets $ 4,000,556 $ 2,673,761
Trust liabilities
Accounts payable $ 3,173 $ 4,446
Trust capital 4,047,862 2,550,517
Retained earnings ( 50,479 ) 118,798
Total of trust liabilities $ 4,000,556 $ 2,673,761
Investment (loss) gain- unrealized(
B. Income statement of trust accounts
For theyears ended December 31
Item 2015 2014
Trust income
Interest income
$ 280 $ 185
Cash dividends received 11,844 4,040
Income from stocks lending 29,742 19,416
Investment gains- realized 64,196 20,452
Investment (loss) gain-
unrealized ( 94,723 )
105,576
Other gains 9 -
Subtotal 11,348 149,669
Trust expenses
Management fee ( 60 )( 49)
Service fee ( 8 )( 3)
Borrowing costs ( 3,373 )(
2,637)
Remittance fee ( 2 )( 6)
Income before income tax 7,905 146,974
Income tax expense ( 28 )(
18)
Net income $ 7,877 $ 146,956
C. Property list of trust accounts
December 31
Items 2015 2014
Bank savings $ 240,765 $ 97,096
Structured notes 230,020 172,995
Funds 2,480,182 1,186,816
Stock 261,346 566,943
Securities lending 702,467 631,513
Others 85,776 18,398
Total $ 4,000,556 $ 2,673,761
Investment (loss) gain- unrealized(

~172~

8) Status of the company in the limitations on financial ratios imposed by futures trading act, and the related implementation The table below is prepared according to “Regulations Governing Futures Commission Merchants”.

Article Calculation formula December31,2015 December31,2015 December 31,2014 Standard Enforcement
Calculation Ratio Calculation Ratio
17 Stockholders’equity
(Total liability-futures trader’s equity)
3,042,810 11.49 3,036,606 32.84

≧1
Met the
requirement

264,716
92,460
17 Current assets
Current liabilities
3,287,734 156.42 3,112,790 171.98

≧1
Met the
requirement

21,019
18,100
22 Stockholders’equity
Minimumpaid-in capital
3,042,810
400,000
760.70% 3,036,606 759.15%
≧60%
≧40%
Met the
requirement
400,000
22 Adjusted net capital
Total amount of customer margins
required for the open positions of futures
traders
2,929,829 4615.51% 2,853,677 3782.15% ≧20%
≧15%
Met the
requirement

63,478
75,451

~173~

9) Status of the subsidiary in the limitations on financial ratios imposed by the futures trading act and the related implementation The table below is prepared according to “Regulations Governing Futures Commission Merchants”.

Article Calculation formula December31,2015 December31,2015 December 31,2014 Standard Enforcement
Calculation Ratio Calculation Ratio
17 Stockholders’equity
(Total liability-futures trader’s equity)
1,383,295 7.62 1,287,073 9.62

≧1
Met the
requirement

181,471
133,851
17 Current assets
Current liabilities
10,128,952 1.10 7,783,573 1.11

≧1
Met the
requirement

9,244,639
6,995,045
22 Stockholders’equity
Minimumpaid-in capital
1,383,295 214.46% 1,287,073 199.55%
≧60%
≧40%
Met the
requirement

645,000
645,000
22 Adjusted net capital
Total amount of customer margins
required for the open positions of futures
traders
861,244
1,371,682
62.79% 842,142 88.53% ≧20%
≧15%
Met the
requirement
951,278

10) Prospective risk for futures trading

The main risk for futures merchants engaging in futures trading is credit risk, which could happen if the margin call cannot be made when it should have been made. While being consigned to conduct the futures trading, the Group pays attention to the individual margin account on a daily basis and request additional margin call or reduction in trading volume when necessary according to the condition of individual customer transactions in order to control the credit risk accordingly. The main risk faced by the Group while engaging in self-operating businesses is market price risk- that is risk of changes in market prices of futures or options contracts as a result of fluctuation in underlying investment index. Losses may occur if the market index price and underlying investment move adversely. However, the Group has set up stop-loss point to control such risk for reasons of risk management.

~174~

13. OTHER DISCLOSURE ITEMS

1) Information about significant transactions

  • A. Lending to others: Excluding security margin trading and conditional bond trading business, there is no lending of funds to either the shareholders or other parties.

  • B. Endorsements and guarantees for others:None.

  • C. Acquisitions of real estate exceeding $300,000 or 20 percent of contributed capital:None.

  • D. Disposals of real estate exceeding $300,000 or 20 percent of contributed capital:None.

  • E. Purchases or sales transactions discount on brokers’ charges with related parties in excess of $5,000:None.

  • F. Receivables from related parties exceeding $100,000 or 20 percent of contributed capital:None.

  • G. Significant transactions between parent company and subsidiaries

Details of transactions Details of transactions
No. Relationship Percentage (%) of total
Company Counterparty
(Note 1) (Note 2) Account Amount Conditions
consolidated net revenues or
assets(Note 3)
0 President Securities Corp. President Futures Corp. 1 Futures Margin - Own Funds $ 1,435,361 Note 4 2.05%
0 President Securities Corp. President Futures Corp. 1 Deposit-out 43,000 Note 4 0.06%
0 President Securities Corp. President Futures Corp. 1 Accounts receivable 4,109 Note 4 0.01%
0 President Securities Corp. President Futures Corp. 1 Future commission revenue 54,294 Note 4 1.19%
0 President Securities Corp. President Futures Corp. 1 Clearingcharges 15,506 Note 4 0.34%
0 President Securities Corp. President Futures Corp. 1 Deposit-in 16,000 Note 4 0.02%
0 President Securities Corp. President Futures Corp. 1 Otherpayables 1,783 Note 4 0.00%
0 President Securities Corp. President Futures Corp.. 1 Other non-operatingrevenues 3,777 Note 4 0.08%
0 President Capital Management 1 3,362 0.07%
President Securities Corp. Other non-operating revenues Note 4
Corp.
0 President Capital Management 1 36,000 0.79%
President Securities Corp. Expense from investment advisory Note 4
Corp.
0 President Capital Management 1 1,224 0.03%
President Securities Corp. Charge for books and magazines Note 4
Corp.
0 President Securities Corp. President Securities(HK)Ltd 1 Cash and cash equivalents 95,334 Note 4 0.14%
President Securities Corp. President Securities(HK)Ltd 1 Accounts Receivable 10,385 Note 4 0.01%
0 President Securities Corp. President Securities (HK) Ltd 1 Dealing handling fee 2,760 Note 4 0.06%

~175~

  • Note 1:The numbers in the No. column are represented as follows:

  • The number zero is for parent company.

  • According to the sequential order, subsidiaries are numbered from 1.

  • Note 2:There are three kinds of transactions between related parties and numbered from 1 to 3 were shown as follows (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.)

  • Parent company to subsidiaries.

  • Subsidiaries to parent company.

  • Subsidiaries to subsidiaries.

  • Note 3:The calculation basis of the trading amount accounting for the total consolidated net revenues or assets is that the account ending balance is divided by the total consolidated assets if it is attributed to the balance sheet accounts, and the accumulated trading amount of the interim period is divided by the total consolidated net revenues if it is attributed to the profit or loss accounts.

  • Note 4:All the prices of the service revenues and consulting service provided between related parties were traded by contracts.

  • Note 5:Based on materiality, only the amounts of the transactions that were above $1 million would be shown in the table.

~176~

2) Related information of investee companies

A. Related information of investee companies

Name of the
investor
Name of the
investee company
Location Major operating
activities
Futures brokerage
Securities investment
consulting
Securities dealer ,
brokerage, underwriting
and consulting

Securities investment and
holding company
Investment Trust
Insurance Agent
Insurance Agent
Venture capital
Securities dealer ,
brokerage, underwriting
and consulting
Wealth management
Nominee Service
Investment Trust
Original investment Ending balance

Balance on
December 31,
2015

Balance on
January 1,
2015

Shares
President
Securities Corp.
President
Securities (BVI)
Ltd.
President
Insurance
Agency Corp.

President Futures Corp.
President Capital Management
Corp.
President Securities (HK) Ltd.
President Securities (BVI) Ltd.
Uni-President Asset
Management Corp.
President Personal Insurance
Agency Co., Ltd.
President Insurance Agency
Corp.
PSC Venture Capital
Investment Limited
Company
President Securities (HK) Ltd.
President Wealth Management
(HK) Ltd.
President Securities (Nominee)
Ltd.
Uni-President Asset
Management Corp.
Taipei
Taipei
Hong Kong
British Virgin
Islands
Taipei
Taipei
Taipei
Taipei
Hong Kong
Hong Kong
Hong Kong
Taipei
$ 644,650
150,000
34,030
2,264,573
624,940
5,000
5,000
300,000
814,705
92,091
3,403
478
$ 644,650

150,000

34,030

2,264,573

624,940

5,000

5,000

300,000

814,705

92,091

3,403

478

63,817,303

12,400,000

10,000,000

67,746,000

13,570,830

500,000

500,000

30,000,000

182,600,000

23,400,000

1,000,000

12,000

Note: Associates

  • B. Lending to others: Excluding security margin trading and conditional bond trading business, there is no lending of funds to either the shareholders or other parties.

  • C. Endorsements and guarantees for others:None.

  • D. Acquisitions of real estate exceeding $300,000 or 20 percent of contributed capital:None.

  • E. Disposals of real estate exceeding $300,000 or 20 percent of contributed capital:None.

  • F. Purchases or sales transactions discount on brokers’ charges with related parties in excess of $5,000:None.

  • G. Receivables from related parties exceeding $100,000 or 20 percent of contributed capital:None.

  • H. In accordance with Jin-Guan-Zheng-Quan-Zi Letter No. 10300375782, the Group is required to disclose details of businesses run by foreign enterprises that were incorporated in the countries identified as non-signatories to the IOSCO MMoU or have not obtained

~177~

securities or futures license of signatories to the IOSCO MMoU:

a) Securities held as of December 31, 2015 of President Securities (BVI) Ltd:


Securities types and name
Financial assets at fair value through profit or loss-current
FL. R GSC EUROPEAN CDO
FL. R ARES VIR
Less : impairment loss
Total
Investments in associates
President Securities (HK) Ltd.
President Wealth Management (HK) Ltd.
President Securities (Nominee) Ltd.
Total

Type

Number of
shares

2,500,000

5,000,000
182,600,000
23,400,000
1,000,000
Expressed in U.S.
Carrying value
Fair
Unit price
Amount
Unit price
$ 1.000 $ 2,500,000
$ 0.655
0.995
4,975,000
0.784
7,475,000
(
1,919,365)
$ 5,555,635
$ 0.224 $40,918,667
$ 0.224
0.081
1,903,935
0.081
0.071
71,461
0.071
$ 42,894,063
Expressed in U.S.
Carrying value
Fair
Unit price
Amount
Unit price
$ 1.000 $ 2,500,000
$ 0.655
0.995
4,975,000
0.784
7,475,000
(
1,919,365)
$ 5,555,635
$ 0.224 $40,918,667
$ 0.224
0.081
1,903,935
0.081
0.071
71,461
0.071
$ 42,894,063
Dollars
value

Unit price
$ 1.000
0.995

$ 0.224
0.081
0.071
Unit price
$ 0.655
0.784
$ 0.224
0.081
0.071
Amount

STRUCTURED NOTES
STRUCTURED NOTES
STOCK
STOCK
STOCK
$ 1,637,396
3,918,239
5,555,635
-
$ 5,555,635
$ 40,918,667

1,903,935
71,461
$ 42,894,063

b) Derivative financial instrument transactions and the source of capital of President Securities (BVI) Ltd :

As of December 31, 2015, the carrying value of USD5,555,635 of asset securitization for derivatives was undertaken with the Company's own capital of USD 7,475,000.

  • c) Revenue from engagement in consultation on assets management business, service contents and litigation:None.

~178~

d) Balance sheets

PRESIDENT SECURITIES (BVI) LTD.

BALANCE SHEETS

DECEMBER 31 , 2015 AND 2014

DECEMBER 31 , 2015 AND 2014
Assets
Current assets
Cash and cash equivalents
Financial assets at fair value
through profit or loss - current
Other receivables
Total current assets
Investment in associates
Total assets
December 31, 2015 December 31, 2014
Amount
%
$ 21,590,739
31

5,457,454
8

48,400
-
27,096,593
39
41,574,924
61
$ 68,671,517
100
Liabilities and shareholders’equity
Current liabilities
Others payable
Total liabilities
Shareholders’ equity
Share capital
Capital reserve
Retained earnings
Retained earnings (accumulated
deficit)
Other equity
Translation gain or loss on the
financial statements of foreign
operating entities
Total shareholders’ equity
Total liabilities and shareholders’ equity
Expressed in U.S. dollars
December 31, 2015
December 31, 2014
Amount
%
Amount
%
$ 3,601
-
$ 3,469
-
3,601
-
3,469
-
67,746,000
96
67,746,000
99
757,813
1
757,813
1
1,099,177
2 ( 562,944) ( 1)
762,257
1
727,179
1
70,365,247
100
68,668,048
100
$ 70,368,848
100
$ 68,671,517
100

Amount

%

Amount

Amount
$ 3,601
3,601
67,746,000
757,813
1,099,177
762,257
70,365,247
$ 70,368,848
$ 21,879,489
5,555,635
39,661

31

8
-
$ 21,590,739

5,457,454

48,400

27,474,785 39 27,096,593
42,894,063 61 41,574,924
$ 70,368,848 100 $ 68,671,517

~179~

PRESIDENT WEALTH MANAGEMENT (HK) LTD.

BALANCE SHEETS

DECEMBER 31 , 2015 AND 2014

Assets December 31, 2015
Amount
%
$ 14,757,410
100
17,505
-
14,774,915
100
$ 14,774,915
100
December 31, 2014
Amount
%
$ 14,749,530
100
25,220
-
14,774,750
100
$ 14,774,750
100
Liabilities and shareholders’equity
Current liabilities
Others payable
Total liabilities
Shareholders’ equity
Share capital
Retained earnings
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’
equity
December 31, 2015
December 31, 2015
Expressed in HK dollars
December 31, 2014
Amount
%
$ 30,300
-
30,300
-
23,400,000 159
(
8,655,550)
( 59)
14,744,450
100
$ 14,774,750
100

Amount
$ 14,757,410
17,505
14,774,915
$ 14,774,915

Amount
$ 14,749,530
25,220
14,774,750
$ 14,774,750

%
-
-
158
( 58)
100
100
Current assets
Cash and cash equivalents
Other receivables
Total current assets
Total assets

~180~

PRESIDENT SECURITIES (NOMINEE) LTD.

BALANCE SHEETS

DECEMBER 31 , 2015 AND 2014

Assets
Current assets
Cash and cash equivalents
Other receivables
Total current assets
Total assets
December 31, 2015 December 31, 2014
Amount
%
$ 620,289
100

806
-
621,095
100
$ 621,095
100
Liabilities and shareholders’equity
Current liabilities
Others payable
Total liabilities
Shareholders’ equity
Share capital
Retained earnings
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
Expressed in HK dollars
December 31, 2014

Amount
%
$ 28,500
5
28,500
5

1,000,000 161
(
407,405)
( 66)
592,595
95
$ 621,095
100
Expressed in HK dollars
December 31, 2014

Amount
%
$ 28,500
5
28,500
5

1,000,000 161
(
407,405)
( 66)
592,595
95
$ 621,095
100

Amount

%

Amount
$ 620,289

806

Amount
$ 568,720
575

100
-
$ 15,410 3
3
175
( 78)
97
100
5
5
161
( 66)
95
100
15,410 28,500
569,295 100 621,095 1,000,000
(
446,115)

1,000,000
(
407,405)
$ 569,295 100 $ 621,095


553,885
$ 569,295


592,595
$ 621,095

~181~

e) Statements of comprehensive income

PRESIDENT SECURITIES (BVI) LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Accounts
Expenditures
Interest expenses
Employee benefits
Other operating expenses
Total expenditures and expenses
Non-operating gains and losses
Share of the profit or loss of associates and joint ventures accounted for
using the equity method
Other gains and losses
Total non-operating gains and losses
Profit before tax
Income tax expense
Net income
2015 %

-

-
-
-

-
-
-
-
-
-
Expressed in U.S. dollars
2014
Amount
%
($ 32 )
-
(
50,473 )
-
(
17,736 )

-
(
68,241 )

-
2,154,341
-
3,451,654

-
5,605,995

-
5,537,754
-
-

-
$ 5,537,754

-
Amount
($ 27 )
(
50,504 )
(
16,773 )

(
67,304 )

1,284,060
445,365

1,729,425

1,662,121
-

$ 1,662,121
Amount
($ 32 )
(
50,473 )
(
17,736 )

(
68,241 )

2,154,341
3,451,654

5,605,995

5,537,754
-

$ 5,537,754

~182~

PRESIDENT WEALTH MANAGEMENT (HK) LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Accounts
Expenditures
Other operating expenses

Total expenditures and expenses

Non-operating gains and losses
Other gains and losses

Profit before tax
Income tax expense

Net income
2015 %
-

-

-


-
-

-
Expressed in HK dollars
2014
Amount
%
($ 28,750)

-
(
28,750)

-
113,379

-

84,629
-
-

-
$ 84,629

-
Amount
($ 63,680)

(
63,680)

76,415

12,735
-

$ 12,735
Amount
($ 28,750)

(
28,750)

113,379


84,629
-

$ 84,629





~183~

PRESIDENT SECURITIES (NOMINEE) LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

2015
Accounts
Amount
Expenditures
Other operating expenses
($ 41,150)
Total expenditures and expenses
(
41,150)
Non-operating gains and losses
Other gains and losses

2,441
Loss before tax
(
38,709)
Income tax expense

-
Net loss
($ 38,709)
2015 %
-
-
-


-
-

-
Expressed in
2014
HK dollars
%
-
-
-

-
-
-

f) Transactions between related parties and foreign business:None

3) Disclosure of investment in Mainland China:Not applicable

~184~

14. SEGMENTS INFORMATION

1) General information

Financial information by the Group’s segments is disclosed in accordance with IFRS 8. Management has determined the reportable operating segments based on the reports reviewed by the Chief Operating Decision-Maker (CODM) that are used to make strategic decisions. The Group’s operating segments are classified into Brokerage, Proprietary Trading, Fixed Income and Reinvestment according to the sources of income. The remaining operating results which have not reached the threshold requirements are consolidated in ‘other operating segments’. Sources of income from products and services rendered by each segment are as follows:

  • A. Brokerage segment: consigned trading of the listed securities, margin trading and short sale, assistance in futures trading and other instruments trading as approved by the regulations.

  • B. Proprietary Trading segment: using the self-owned equity to conduct securities trading such as stocks and bonds trading, and futures and options hedging in Stock Exchange and OTC.

  • C. Fixed Income segment: bonds segment is engaged in central government bonds, ordinary corporate bonds, convertible corporate bonds, and bills and bonds under repurchase or resale agreements transactions in OTC.

  • D. Reinvestment segment: companies reinvested by the consolidated entities.

  • E. Other operating segment includes Capital Market segment, Derivatives Proprietary Trading segment, Financial Product segment and Shareholder Service segment.

2) Segments information

The accounting policies applied to the Group’s operating segments and summary of accounting policies disclosed in the notes to the financial statements are consistent and identical. The operating gains and losses are measured by the amount before tax and used as basis for performance appraisal. Income and expense attributable to each operating segment are attributed to the segmental gains and losses. Non-attributable indirect expenses and expenses from logistic support segment are amortised to each operating segment based on reasonable calculation standards and the expense nature. Those that cannot be reasonably amortised are listed under “Others”.

~185~

3) Profit or loss of segments information

For theyear ended December 31,2015 For theyear ended December 31,2015 For theyear ended December 31,2015
Brokerage
segment
Proprietary Trading
segment

Fixed Income
segment
Reinvestment
segment
Other operating
segments
Others Total
Segment revenues $ 2,083,114 $ 859,659 ($ 7,306) $ 1,178,521 $ 493,775 ($ 26,920)
$ 4,580,843
Segment profit or
loss
$ 123,189 $ 563,016 $ 133,424 $ 297,811 ($ 5,611) ($ 3,125)
$ 1,108,704
For theyear ended December 31,2014
Brokerage
segment
Proprietary Trading
segment

Fixed Income
segment
Reinvestment
segment
Other operating
segments
Others Total
Segment revenues $ 2,223,699 $ 807,912 $ 612,343 $ 891,348 $ 640,511 ($ 12,516)
$ 5,163,297
Segment profit or
loss
$ 386,427 $ 447,758 $ 518,206 $ 354,901 $ 202,442 ($ 118,371)
$ 1,791,363

Note 1: As operating income (loss) in total is consistent with consolidated statement of comprehensive income, there is no need for adjustment.

  • Note 2: The Company measures the performance of reportable operating segment based on specific performance indicators instead of assets and liabilities. The performance of reportable operating segment is regularly reviewed and assessed by the CODM as a reference for making resources allocation decision.

  • 4) Informations on products and services: The Group’s reportable segments are based on different products and services with disclosure of general information about types of products and services of the reportable segments’ income sources. There is no requirement for additional disclosure of income from products and services.

  • 5) Informations on regions: There was no disclosure since the revenues from foreign customers were not significant.

  • 6) Informations on major customers: There was no disclosure because no single customer accounted for 10% or more of the Group’s operating revenues for the current period.

~186~