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TBB AGM Information 2024

Jul 9, 2024

52201_rns_2024-07-09_d3f37207-dcfb-45ec-9245-b13051bd796b.pdf

AGM Information

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Meeting Minutes for 2024 Annual Shareholders' Meeting of Taiwan Business Bank Co., Ltd.

Time: Friday, June 21, 2024, at 9:00 am Venue: Auditorium, 17F., No. 30, Ta Cheng St., Taipei City Attendance: The total issued shares of the Bank was 8,222,406,166 shares. The shareholding of the attending shareholders on the date of the meeting was 6,595,127,666 shares (2,257,811,946 shares therein attended and exercised the voting rights by electronic means), representing 80.20% of total issued shares.

Attending Directors: (A total of 15 Directors, accounting for more than half of the entire Board of Directors.)

10 Directors: Pei-Jean Liu, Chih-Chien Chang, Chao-Tsung Teng, ChunHsien Yeh, Tzu-Hao Tsai, Sui-Ying Wang, Hung-Sheng Yu, Ho-Chyuan Chen, Che-Nan Wang, Kuo-Chang Huang

  • 5 Independent Directors:

Jin-Long Liu (Convener of the Audit Committee), Xin-Wu Lin (Convener of the Remuneration Committee), Shao-Yuan Chang, Yung-Cheng Chuang, Chiou-Mien Lin Participants: Ya-Wen Chiu, Attorney; Yu-Hsin Huang, Attorney; Feng-Hui Lee, CPA; Pei-Ju Tsai, CPA

Chairman: Chair Pei-Jean Liu Record Keeping: Tzu-An Chen

I. Call the Meeting to Order

The total number of shares issued by the Bank was 8,222,406,166 shares. The shareholding of the attending shareholders at the time of 9:00 a.m. was 6,594,841,548 shares (2,257,811,946 shares therein attended and exercised the voting rights by electronic means), representing 80.20% of total issued shares, which has complied with the legal requirement of the number of shares in attendance. In addition, more than half of the Directors of the Bank and members of the functional committees have attended the meeting; thus, the Chairman called the meeting to order according to the law.

II. Opening Remarks by Chairman

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III. Bank Reports

Report 1

Explanation: The Bank’s 2023 Operating Report

Description: Please refer to Page 7 ~ 18 of this Handbook for the Bank’s 2023 Operating Report.

Resolution: Acknowledged.

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Report 2

Explanation: The Audit Committee's Review Report on the 2023 financial statements of the Bank

Description: Please refer to Page 4 of this Handbook for the Audit Committee's Review Report.

Resolution: Acknowledged.

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Report 3

Explanation: Report on the distribution of remunerations for employees and Directors of the Bank in 2023

Description:

  1. Pursuant to Article 235-1 of the Company Act, the distribution was resolved at the 13th meeting of the 5th Remuneration Committee and the 26th meeting of the 16th Board of Directors of the Bank.

  2. Remunerations for employees and Directors in 2023 were distributed in cash as follows:

  3. (1) Employee remuneration (5.479%): NT$723,563,407.

  4. (2) Director remuneration (0.6%): NT$79,236,730.

The above proposed distribution of remunerations for employees and Directors was included in the said year's expenses in accordance with the regulations.

Resolution: Acknowledged.

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IV. Proposals

  • Proposal 1 (Proposed by the Board of Directors) Explanation: Adoption of the 2023 operating report and financial statements of the Bank

  • Description: The 2023 financial statements (individual and consolidated financial statements) of the Bank: balance sheet, consolidated statement of profit or loss, statement of changes in equity, and statement of cash flow have been audited by Feng-Hui Lee and Pei-Ju Tsai, CPA of KPMG, and together with the operating report, have been audited by the Bank's Audit Committee and passed by the resolution of the Board meeting (please refer to Page 7 ~ 33 of this Handbook).

  • Voting method: Each case was discussed and voted on individually. Voting took place after all proposals, discussion and election matters have been fully discussed.

Voting results: Total votes upon voting: 6,582,596,712 voting rights

Voting results Votes (including
electronic votes)
Ratio (%)
For 6,256,078,784 95.03
Against 789,471 0.01
Void 0 0
Abstain/unused votes 325,728,457 4.94

Resolution: The case was passed as proposed after voting.

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Taiwan Business Bank Co., Ltd.

2023 Operating Report

As the world entered 2023, COVID had generally ceased to cause supply chain disruptions. The pressure on the global supply chain eased significantly. Furthermore, the averted energy crisis in Europe and the post-COVID re-opening of China's economy were expected to gradually lift consumer confidence around the world. However, the tightening effect of large rate hikes by US and European central banks over time was having an impact on the end demand, causing a slow recovery of the global manufacturing sector. The global economy showed average growth in the first half of 2023. As for the second half of 2023, central banks of major economies announced more rate hikes in the third quarter, and global inflation fell gradually back to its previous level. In addition, China's real estate market underwent a debt crisis, and consumer and business confidence weakened, leading to a slowdown in domestic demand growth. The Israeli-Palestinian conflict was also another contributing factor in slowing global economic growth.

Considering persistently rising goods prices over recent years might lead to higher expected inflation, the central bank raised the discount rate, accommodations with collateral, and accommodations without collateral by 0.125 percentage point each in March 2023 in order to deter expectation of inflation in the country. The rates were kept the same since. It was mainly attributed to slowly falling domestic inflation in the second half of 2023, the domestic production gap turning to negative given many uncertainties in the global economic outlook, and the domestic economic growth slowing down more than forecast. Regarding exchange rates, the Fed raised rates four times in the first three quarters of 2023, making the US dollar stronger and the NT dollar falling against the US dollar every quarter. In particular, the fall was most apparent in the third quarter. However, as the Fed stopped the rate hike cycle in the fourth quarter, the NT dollar rose sharply by 4.7% against the US dollar. Overall the exchange rate of NT dollar to US dollar fell slightly by NT$0.037 or 0.1% in 2023.

As per the forecast of the International Monetary Fund (IMF), the growth rate of global trade volume in 2024 is expected to increase to 3.5% from 0.9% in 2023. As the global economy gradually rebounds, end market demand is expected to stabilize, and inventory levels are gradually returning to healthy levels. Due to the fact that domestic semiconductor manufacturing enjoys a leading edge in production processes and Taiwanese businesses continue to return to invest in Taiwan, the accumulation of domestic production capacity is being strengthened and domestic production ratio of export orders has increased. Additionally, as the expansion of emerging applications such as AI, high-performance computing, and automotive electronics continues, export momentum is expected to turn into positive growth. According to the statistics released by the Directorate-General of Budget, Accounting and Statistics on November 28, 2023, Taiwan's economic growth rate for 2023 is estimated to be 1.42%, while for 2024, it is forecasted to rise to 3.35%. The Industrial Economics and Knowledge Center of the Industrial Technology Research Institute (IEKCQM) predicts that the output value of Taiwan's manufacturing industry will reach NT$23.38 trillion in 2024, with a growth rate of 5.49%.

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It is anticipated that in 2024, global inflation and geopolitical tensions will continue to undermine the stability of international financial markets. This will increase the difficulty of investment by domestic banks and elevate implicit risks such as overseas exposure and bad debt. However, the U.S. economy and inflation still face significant uncertainty, and the Fed may plan to maintain interest rates at high levels until it is confident that inflation can sustainably decrease to achieve its target. Therefore, it is expected that the global interest rate hike cycle will stop in 2024, but a rate cut is still some distance away. Consequently, market interest rates will remain high, benefiting banks' interest rate spread income.

In the domestic loan market, with the return of Taiwanese investment and the expansion of Green Finance 3.0, financing and lending business is expected to expand. Increased private consumption momentum will also help boost bank fee income. Meanwhile, financial technology continues to innovate, the electronic payment market continues to expand, and stable growth is seen in wealth management, all of which contribute to the increase in bank fee revenue. Therefore, it is predicted that the growth of Taiwan's banking industry will continue in 2024.

In terms of the fixed investment, export momentum is expected to turn into positive growth. This is mainly due to the revision of the Statute for Industrial Innovation by the government, which boosted manufacturers’ willingness in carrying out the innovation, research and development, as well as upgrading process equipment. Furthermore, the continued construction of green energy facilities such as offshore wind and solar power, increased aircraft purchases by airlines in response to crossborder travel demands, and the continued implementation of investment in Taiwan's three major programs have all contributed to this positive outlook.

As for future business plans, the Bank prioritizes risk asset management, diligently implementing risk management in the loan business and improving the efficiency of non-performing debt recovery. We pay equal attention to business growth and risk management, and appropriately allocate capital resources to maximize efficiency. Furthermore, the Bank follows a customer oriented approach to increase profit streams, providing convenient and compliant transaction processes, utilizing integrated marketing functions in personal banking to identify potential wealth management clients, and deepening penetration in various businesses. Lastly, focusing on sustainable and inclusive growth, we actively improve the Bank's sustainable performance and resilience, deepen ESG development in all aspects of the organization, implement corporate governance, strengthen communication with stakeholders, leverage financial influence, continuously support customers in carbon reduction activities, and assist customers in accessing funding for low-carbon transformation and achieving net-zero emissions.

The Bank adheres to the core value of being a "SME specialized bank", utilizes the four dimensions of the strategy map, namely learning and growth, internal processes, customers, and financial perspectives, and incorporates sustainable thinking to provide customers with optimized services. In line with government policies, the Bank assists SMEs in actively transforming and transitioning to the next generation, while offering financial products and services that combine environmental protection and social welfare to meet sustainable needs, so as to achieve the goal of becoming the preferred bank for SMEs.

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The Bank's operation results in 2023 and the business plan for 2024 are summarized as below:

I. Operation Results in 2023

  • (1) Implementation of Business Plans and Operating Strategies

A. Profitability:

The Bank carried out a capital increase of NT$1.927 billion via transferred earnings and issued stock and cash dividends of NT$0.24 per share and NT$0.10 per share, respectively, for the previous year (2022). Net income after tax for 2023 amounted to NT$10.568 billion (net income before tax was NT$12.403 billion).

B. Core Businesses:

  • a. NTD deposit business

The Bank strove to increase the scale of NTD demand deposit to reduce the capital costs and increase earnings. In 2023, the cumulative average balance of the Bank’s NTD demand deposits was NT$837.109 billion, an increase of NT$34.631 billion from NT$802.478 in 2022, a growth rate of 4.32%.

  • b. Corporate Banking

  • 1) The Bank won the Group A "Outstanding Bank Award" under the "Program to Encourage Loan Projects by Domestic Banks to SMEs (Phase 17)" organized by the Financial Supervisory Commission (FSC).

  • 2) The Bank won the "Special Award for Balanced Regional Development (Southern Region)" under the "Program to Encourage Loan Projects by Domestic Banks to SMEs (Phase 17)" organized by the Financial Supervisory Commission (FSC).

  • 3) The Bank was awarded as an outstanding bank by the FSC for "Actively participating in financial literacy promotion activities in schools and communities".

  • 4) The Bank won 5 awards from the MOEA for the “SMEs Credit Guarantee Financing Business Outstanding Financial Institutions”, namely the "Youth Entrepreneurship, Start-up and Micro Businesses Support Award", the "Policy Facilitation Award", the "Batch Credit Guarantee Gold Award", the "Collaboration with Corporates Award" and the "Excellent Award for Collections for Guarantee Cases".

  • 5) In the extension of SME loans, the Bank ranked No. 1 in Taiwan in the total guarantee amount of loans transferred for guarantees to the Small and Medium Enterprise Credit Guarantee Fund.

  • c. Foreign Exchange Business

  • In 2023, the Bank focused on the active promotion of expansion measures for various foreign exchange businesses. In 2023, the Bank's accumulated average balance of foreign currency deposits was NT$371.089 billion, representing an increase of NT$33.026 billion or a growth of 9.77% as compared with the average balance of NT$338.063 billion in 2022. In 2023, the Bank's accumulated average balance of foreign currency loans was NT$149.818 billion, representing a decrease of NT$4.139 billion or a decline of 2.69% as compared with the average balance of NT$153.957

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billion in 2022. In 2023, the Bank’s accumulated transaction amount of foreign exchange business was US$63.313 billion, representing a decrease of US$14.146 billion or a decline of 18.26% as compared with US$77.459 billion in 2022.

  • d. Wealth Management

  • In 2023, the Bank focused on strengthening its wealth management business by vigorously expanding fee income from the insurance, fund, and foreign bond businesses, with boosting revenue and generating profit as the priority goal, and actively promoted the wealth-management focused projects. Fee income from the wealth management business amounted to approximately NT$2.711 billion in 2023, representing an increase of NT$795 million or a growth of 41.49% as compared with NT$1.916 billion in 2022.

C. Innovative Products:

  • a. Continuously promoting digital banking services

  • 1) The Bank actively promoted the Taiwan Pay acquiring business and organized marketing campaigns to raise prevalence of e-payments.

  • 2) The Bank launched the one-stop NTD/FCY digital accounts opening service, and provides special offers and benefits for Hokii digital members, enabling customers to enjoy online deposit, withdrawal, transfer, consumption and other convenient financial services.

  • 3) The Bank enhanced digital marketing and social media presence, and designed a series of marketing campaigns based on the mascot Hokii to increase social media exposure.

  • 4) The Bank combined the Hokii digital account with NFT, incorporating ESG issues emphasized by the government and businesses, and empowering forest conservation with NFT sustainability.

  • 5) The Bank started providing Mobile ID service on its mobile banking App. It allows users to complete authentication with a telecommunication service provider on their mobile devices, and make nondesignated account transfers and other low risk transactions. The Bank also introduced two innovative features, APP Protection Certification and APP Anticounterfeiting Detection.

  • 6) The Bank launched an online personal credit loan application platform.

  • 7) Major awards received:

  • ①The 20th National Brand Yushan Award of 2023

  • (a) National First Prize - Best Product Category: Taiwan Business Bank x Chao-Tian Temple VR Metaverse Worshiping Experience of Matsu Culture.

  • (b) National First Prize - Best Popular Brand Award: TBB AI Voice Technology i-Money - a smart assistant in your everyday life.

  • (c) Best Product Category: Taiwan Business Bank's Mobile Security Protection Shield - shielding the security of your account transactions.

  • (d) Best Product Category: Taiwan Business Bank's Digital Account NFT - Nurturing a New Life for Trees.

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     - (e) Best Product Category: Taiwan Business Bank's Cloud Counter Digital Application Platform - creating an efficient experience for you!

     - (f) Best Popular Brand Award: Taiwan Business Bank's Digital Community Life Circle - a mobile assistant accompanying you.

     - (g) Best Popular Brand Award: Taiwan Business Bank's Hokii Digital Membership - creating a digital lifestyle universe!

     - (h) Best Popular Brand Award: Taiwan Business Bank's New Official Website, providing an even better experience just for you!

  - ②The 7th CSEA Excellence Awards in 2023

     - (a) Best Customer Service Institution Award

     - (b) Best Customer Experience Institution Award

     - (c) Best Social Media Presence Institution Award

  - ③2023 Outstanding Institution for Promoting e-Money Services

     - (a) Special Contribution Award.

     - (b) Interbank Innovation Award.

  - ④2023 Excellence Bank Ratings: Best Digital Financial Services Award.
  • b. Developing products aligned with social trends and providing a wide range of services for customers

  • 1) To improve the quality of the Bank's online securities services, the Bank optimized the e-Trade App and the official securities services website to create a digital image for the Bank, increase customer stickiness to the trading platform, and boost website traffic.

  • 2) The Bank launched a stock saving service platform to allow customers to purchase fixed amounts of individual stocks and ETFs on a regular basis to meet the need for small-budget investments and attract young customers to invest in the stock market in order to increase participation in inclusive finance.

  • 3) The Bank introduced an "Integrated Message Notification Platform" to bring four major channels of notifications, including push messages, SMS messages, email, and LINE BC, to one place to keep customers up-to-date on banking transactions and special offers.

  • 4) The Bank launched the "Personalized Notification Settings, Exchange Rate Inquiry/Calculator/Price Alert" service on its official LINE account.

  • 5) The Bank partnered with CTBC Bank to launch the "ATM QR Code Cardless Withdrawal Service".

  • 6) In line with the government's pro-natalist policy, the Bank organized the consumption loans of "Golden Pregnancy" and "Childbirth Consumer Loans," hoping to increase the fertility rates of nationals. As of the end of December 2023, the cumulative number of loan disbursements was 1,764, which amounted to NT$691 million.

  • D. Expansion of the Scope of Channel Services:

  • a. The Bank plans for the adjustment of the distribution of all branches to enhance the value of physical channels, in order to provide higher-quality and comprehensive financial services. The relocation of our Chu Tung Branch was completed on August 7, 2023.

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  • b. To align with the "Blueprint for Developing Taiwan into a Bilingual Nation by 2030" promulgated by the government to create a friendly bilingual financial service environment, the Bank has transformed 78 branches to bilingual branches as of 2023, and will continue to transform 25 branches according to the designated period from 2024. It is expected that all branches will be fully bilingual by 2025.

  • E. Information Operations and Information Security:

  • a. Improvement to system and service functions

  • 1) Installation of statistics dashboards: Installed statistics dashboards to be carried by senior managers wherever they go with the goal to quickly increase the amount of data available at hand, and enable managers to view information needed for decision making at anytime.

  • 2) Bank-wide endpoint device management and control system for official business: Installed a bank-wide mobile device management center to allow only authorized users and devices to access the Bank's intranet, in order to ensure the confidentiality and integrity of data transmission.

  • 3) Offline versions of finance/accounting systems at overseas branches: In response to the local implementation plans for overseas branches, the Bank replaced the existing AS400 system with the Windows system, simplifying the system structure and increasing system portability while lowering operating costs.

  • 4) Standardization of racks and cabinets in all domestic branches: Improved on issues such as messy cables and difficulties in inspection/maintenance and modification, and improved troubleshooting efficiency for branch IT equipment.

  • b. Reinforce the defense mechanism for the information system

  • 1) Duly implemented the Bank’s 2023 cyber security maintenance program, the effectiveness of which has been confirmed by a third-party organization, and reported to the Board of Directors on the achievement of cyber security targets on a quarterly basis.

  • 2) Implemented the cyber security operation compliance of each overseas branch, including Part 500 of New York Branch, C-RAF 2.0 of Hong Kong Branch and CPS 234 of Australian branches and other regulations. In 2023, all have been submitted to the Board of Directors for review and improvement progress was tracked to comply with the requirements of local competent authorities.

  • 3) White-hat hackers (red team) exercises were organized to identify hidden cyber security risks by simulating real hacker attacks. System management units were also brought in to make improvement and strengthen IS defense capability and response to network attacks on the Bank.

  • 4) Carried out a total of 6 email social engineering drills in 2023 to strengthen employees' awareness of information security, as well as conducted DDoS attack and defense drills to verify the effectiveness of the information security protection mechanism. The results all achieved the expected protection effectiveness.

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  • 5) 3-hour information security awareness courses and 1-hour IoT information security training courses are provided to all employees to raise awareness of information security and increase knowledge of IoT security. Role specific training is also provided to IS personnel, who shall participate in 15 hours or more of cybersecurity professional training or courses to enhance cybersecurity professional skills.

  • F. Implementation of Legal Compliance and Anti-Money Laundering Operations:

  • a. Implementation of legal compliance and anti-money laundering in line with the regulations of the competent authority

  • 1) Due to the practical operations and changes in relevant laws and regulations, the Bank continues to amend its procedures for anti-money laundering and combatting the financing of terrorism.

  • 2) The Bank performed its compliance risk assessment (CRA) and comprehensive Institutional Risk Assessment (IRA) for 2022 and reported to the FSC after being approved by the Board.

  • b. Holding of regular compliance and anti-money laundering training, and irregular online video conferences for domestic business units

  • 1) The Bank organized the online training program "2023 Seminar for Antimoney Laundering and Combating the Financing of Terrorism" from May to June of 2023, strengthening the dissemination on deficiencies in internal and external inspections and sharing relevant cases from peers.

  • 2) A "Compliance Officer Seminar" was held in each of the first and second halves of 2023.

  • c. Strengthening of the monitoring mechanism for compliance follow-up cases According to the "Legal Compliance Follow-up Cases Control System," the letters regarding relevant laws and regulations from external parties and changes in laws and regulations that the Bank shall comply are all included in the "Legal Compliance Follow-up Cases" for control. The Bank compiles the subsequent implementation of "Legal Compliance Follow-up Cases" replied by relevant departments on a monthly basis and reports to the Chief Compliance Officer.

  • d. Reinforcing the control mechanism of the second line of defense

  • 1) To reinforce the strength of audits, we continued to select domestic branches with a higher number of deficiencies found during the internal and external audit in 2023 and conduct on-site visits and random tests for legal compliance and anti-money laundering based on annual key management deficiencies and existing deficiencies in business units.

  • 2) Meetings are held for "major deficiencies and outstanding improvement from previous inspections". Any vulnerability identified will be corrected immediately through the feedback mechanism. Implementation of improvement measures will be verified to effectively reduce deficiencies.

  • e. Engaged CPAs to carry out the project audits for anti-money laundering and combatting the financing of terrorism for 2022 in accordance with the

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"Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries."

G.Enhance Risk Control and Improve Assets Quality:

  • a. The Bank completed the analysis of climate-related financial disclosures (TCFD) risks and opportunities for 2022, along with the TCFD signing process, and disclosed TCFD information in the Bank's Sustainability Report.

  • b. In response to the climate change risk, the Bank formulated the "Taiwan Business Bank Climate Risk Management Guidelines" and the "Operational Guidelines for Responsible Lending/Investment" to stipulate a clear definition of controversial industries.

  • c. In response to the capital adequacy ratio requirement under the Basel III system, the Bank completed the system development and implementation of the credit risk standardized approach, counterparty credit risk standardized approach, and operational risk and leverage ratio.

  • d. Performance evaluation criteria such as "return on risk-weighted assets", "eligible collaterals", and "average credit risk weights and credit riskweighted assets" were used to guide the business units to modify lending structures and reduce risk-weighted assets in order to improve the Bank's financial structure.

  • e. To comply with the competent authority's requirement to adopt the minimum risk-based capital requirement under the new Basel III in 2025, the Bank conducted system upgrade and performance optimization for the financial transaction management systems.

H.ESG Sustainable Development:

  • a. Strengthen corporate governance and pursue sustainable development

  • 1) The Bank has long strived to enhance its corporate governance and ranked in the "Top 6%-20% of the Listed Companies Group" in the 2022 Corporate Governance Evaluation held by the Taiwan Stock Exchange.

  • 2) We actively increased our communication channels for domestic and overseas investors, and an online investor conference was respectively held on March 29, 2023; May 24, 2023; September 6, 2023; and November 29, 2023. In addition, each investor has immediate access to information on the Market Observation Post System (MOPS), and can also obtain the same information simultaneously on the Bank’s official website.

  • 3) The 2022 Sustainability Report has been verified by an external third party based on the AA1000 Assurance Standard TYPE1 to comply with the Core Options of the GRI Standards, and obtained the Certification of Moderate Level of Assurance. In addition, the Report has passed two stages of verification by the British Standards Institution (BSI) for 8 consecutive years, and an Independent Assurance Opinion Statement was issued to the Bank by BSI. It is also confirmed to be completed by Ernst & Young in accordance with SASB Commercial Banking Standards.

  • 4) The "2022 Climate-Related Financial Disclosure (TCFD) Report" was

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completed and released, which was verified by the British Standards Institution (BSI) and rated the highest level of certification - "Level-5+: Excellence".

  • 5) The methodology from PCAF was introduced in performing financial carbon footprint assessments of investment/lending portfolios. Carbon emission reduction targets for investment/lending portfolios were set, and SBT targets were submitted online.

  • 6) The Bank guided businesses towards ESG and low-carbon transformation, and received the National Sustainable Development Award from the National Development Council of the Executive Yuan in 2023.

  • 7) The Bank received the Silver Award in the financial and insurance group of sustainability report division under the 16[th] TCSA Taiwan Corporate Sustainability Awards of 2023 organized by the Taiwan Institute for Sustainable Energy.

  • 8) The Bank won the Green Leadership Award of the Asia Responsible Enterprise Awards (AREA). This helped increase the Bank's visibility and our good corporate image in implementing sustainable development.

  • b. Continual implementation of senior caring policy, donations to vulnerable groups, and active participation in public benefit affairs

  • 1) The Bank continued the sponsorship of the Senior Learning Centers to improve the quality of life and care for the disadvantaged elderly in the community. As of the end of 2023, we have set up 23 Senior Learning Centers across Taiwan, and the cumulative sponsorship has amounted to NT$24.32 million. The cumulative number of beneficiaries is more than 370,000 per year.

  • 2) The Bank continued to promote elder care trust and was awarded the Outstanding Bank of "Phase 2 - Elder Care Trust Award". The Bank also received the "Best Charity Trust Innovation Award", the "Best Elder Care Trust Innovation Award", and the "Best Urban Renewal and Old Building Reconstruction Trust Innovation Award" from the 2023 Commercial Times 3rd Trust Award.

  • 3) The Bank has long supported cultural policies and is dedicated to promoting arts and cultural philanthropy, contributing to the development of cultural and artistic activities. This commitment has been recognized by the Ministry of Culture, which awarded the Bank, a first time nominee, the "Gold Award" at the 16th Arts & Business Awards.

  • c. Combining environmental sustainability with the core business to promote green financial products

  • 1) To enhance the competitiveness of mortgage loans and guide customers to adopt environmentally friendly, energy saving and carbon reducing lifestyles, thus realizing the principles of environmental, social, and corporate governance (ESG), the Bank launched the "ESG Green Energy Sustainable Project" and "Happy Homeland Mortgage Project" that had disbursed a total of NT$1.909 billion and NT$40.46 billion, respectively, as of the end of December 2023.

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  - 2) To respond to the government's 2050 net zero emissions vision and encourage valued customers to adopt environmentally friendly green consumption patterns, the Bank launched the “Green Go Shopping Loan” consumption loan program, which had disbursed a total of NT$16 million as of the end of December 2023.

  - 3) By injecting funds into environmental protection and green energy related industries and SMEs, and providing upgrade & transformation counseling, sustainable financing and other one-stop services, the Bank guides corporate customers to implement ESG sustainability. A total of 1,177 green energy related loans were approved in 2023.

  - 4) As part of its support for urban renewal and sustainable lifestyle, TBB provides the public with one-stop services, including case-by-case advice, guidance, project financing and trust management. A total of NT$81.917 billion of urban renewal loans were approved in 2023.

  - 5) The Bank launched 5 ESG concept funds in 2023.
  • d. Fulfilling responsibility for environmental protection and continuing the efforts of energy conservation and carbon emission reduction

    • 1) The Ministry of Environment of the Executive Yuan cited the Bank 12 years in a row for outstanding performance in green procurement.

    • 2) The Head Office building continued to have ISO 50001 and ISO 14001 energy and environmental management systems implemented. The ISO 50001 energy management system at Chongnan Building was added and a certificate was obtained in 2023.

    • 3) The Bank won the Bronze Award at the Ministry of Environment’s "5th National Enterprise Environmental Protection Awards".

    • 4) The Bank had formulated its "Environmental Sustainability Management Handbook" and "Measures for Water and Electricity Conservation" with scheduled follow-up on the status of water and electricity conservation by different units. Various energy conservation improvement programs were vigorously implemented in order to enhance the energy efficiency of equipment and save on electricity costs.

    • 5) For source reduction and more recycling and reuse, the Bank worked with ASUS Foundation on a computer recycling program, which covered computers, monitors, and laptops. A total of 745 computers were recycled in 2023. The program contributed to bridging the digital learning gap for rural areas or charity organizations.

  • (2) Budget Implementation

  • A. The annual average balance of deposits was NT$1,850.756 billion, for an achievement rate of 102.22%.

  • B. The annual average balance of outstanding loans was NT$1,427.895 billion, for an achievement rate of 100.54%.

  • C. The foreign exchange transactions amounted to US$63.314 billion, for an achievement rate of 78.30%.

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  • (3) Revenues, Expenditures, and Profitability

  • A. Net income for 2023 amounted to NT$31.731 billion; bad debt expense, commitment, and provision for guarantee liabilities totaled NT$4.212 billion; operating expenses were NT$15.116 billion; before-tax net income from continuing operations was NT$12.403 billion; net profit after tax was NT$10.568 billion; return on assets ratio (after-tax) amounted to 0.49%; return on equity ratio (after-tax) amounted to 9.43%; net profit margin (after-tax) was 33.30%, and earnings per share (after-tax) was NT$1.29.

  • B. Net income before taxes (excluding provisions) in 2023 amounted to NT$16.615 billion, an increase of NT$2.2 billion over 2022. NT$4.212 billion was allocated as an allowance for bad debts in order to strengthen risk appetite. Before-tax net profit for 2023 amounted to NT$12.403 billion, an increase of NT$389 million over 2022, primarily due to the increase in net service fee revenue and net revenue of financial products.

  • C. The non-performing loan (NPL) ratio at the end of 2023 stood at 0.18%, a decrease of 0.02% compared with the end of 2022. The bad-debt coverage ratio was 720.88%, an increase of 67.60% over the end of 2022.

  • (4) Research and Development

  • A. Establishment of an Exclusive Unit for Industry Research

    • a. A total of 176 industry analysis reports were written and published in the Bank's E-Library in 2023 for colleagues to peruse.

    • b. Elite professionals from industry, government, and academia are invited to speak on an occasional basis to help the Bank's employees understand the latest trends in industrial development.

  • B. Encouragement of Innovation and Professionalism in Line with Business Development Needs Business lectures are held on a scheduled basis and a wide variety of digital learning courses are offered to encourage employees to engage in further on-the-job studies and absorb new knowledge that will strengthen their competitiveness and enhance their professional know-how.

II. Business Plan for 2024

  • (1) Operating Directions and Policies

  • A. Managing risk assets: Strengthening risk control and enhance capital utilization efficiency

    • a. Implement risk management in the lending business, improve nonperforming loan recovery performance, and continuously control asset quality.

    • b. Strengthen risk control and monitor capital usage to maximize efficiency..

    • c. Seek optimal cash flow, adjust fund allocation, and enhance fund utilization efficiency.

  • B. Diversifying Profit Sources: Customer-centric approach to enhance customer added value.

    • a. Enhance information efficiency and accelerate digital transformation to enhance customer experience.

    • b. Adjust revenue structure, strengthen various businesses and profits to

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increase operational flexibility.

  • c. Deepen the management of target customer groups and create diverse sources of income.

  • C. Sustainable growth and prosperity: Deepening development in all aspects of ESG to enhance sustainable operational performance

  • a. Improve the Bank’s own sustainable performance and enhance organizational resilience to strengthen response capabilities.

  • b. Strengthen communication with stakeholders, leverage financial influence, and continuously assist customers in low-carbon transition and achieving net zero emissions.

(2) Business Targets

To give equal weight to the protection of shareholder interests, improve the capital structure, and enhance asset quality, the Bank has set the following targets in consideration of the Directorate General of Budget, Accounting and Statistics for 2024.

  • A. Annual average deposit balance: NT$1,888.033 billion.

  • B. Annual average balance of loans outstanding: NT$1,530.725 billion.

  • C. Total foreign exchange transactions: US$63.556 billion.

III. Results of Latest Credit Rating

Date of Rating Rating Institution Ratings Ratings Outlook
Long-term
Credit
Short-term
Credit
2024.1.25 Taiwan Ratings twAA- twA-1+ Stable
2024.1.25 Standard & Poor's BBB+ A-2 Stable

-18-

4

==> picture [76 x 31] intentionally omitted <==

==> picture [168 x 19] intentionally omitted <==

KPMG 台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of Taiwan Business Bank, Ltd.:

Opinion

We have audited the consolidated financial statements of Taiwan Business Bank, Ltd. and subsidiaries (“the Bank and subsidiaries”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Bank and subsidiaries as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and with the Regulation Governing the Preparation of Financial Reports by Securities firms.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Jing-Kuan-Yin-Zi No.1082731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Bank and subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

The assessment of loans impairment

Please refer to Note 4(f) "Financial Instruments" for related accounting policy, Note 5 (a) for accounting assumptions and estimates, and Note 6(f) "Discount and loans,net" and Note 6 (ap) "Financial Risk Information" for details of loans impairment, respectively.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.-19-

4-1

Description of key audit matter:

The management of the Bank and subsidiaries assess the impairment of loans by determining if there is any observable evidence indicating impairment, and dividing them into collective assessment and individual assessment based on the materiality levels to measure by different impairment method. For the individual assessment with objective evidence of impairment, the measurement is based on expected future cash flow. For the collective assessment with objective evidence of impairment, the Bank and its subsidairies need to calculate the recovery rate of each group to measure the impairment amount. For the collectively assessed loans without objective evidence of impairment, the impairment is calculated by establishing an impairment model using the pass loss experience on assets with similiar credit risk characteristic to form basic estimation. Besides the methods mentioned above, the management of the Bank and its subsidairies should inspect weather the amount of impairment is in compliance with the minimum level made by the authority. Both the evaluation of impairment evidences and its methods, as well as the uses of assumptions, such as the expected recovery rates and default rates, which are applied to determine the future cash flow, involved significant judgements and estimations. Therefore, the assessment on the impairment of loans has been identified as a key audit matter in our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the methodology and related control procedure about how the management asseses and measures the impairment amount of loans. For individual assessment, we used sampling test to evaluate the use of the original effective interest rate, the appropriateness of the estimation of future recoverable amounts and value of collateral. For collective assessment, we assessed the impairment model adopted by the management and reviewed the appropriated of the calculation of the impairment parameters and verified the completeness of the loans portfolio via sampling. The impaired amounts recognized by the management were in compliance with the related regulations issued by authority. Meanwile, we assessed whether allowance for the loans meets the requirements.

Other Matter

Taiwan Business Bank, Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee), are responsible for overseeing the Bank and subsidiaries financial reporting process.

-20-

4-2

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank and subsidiaries internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank and subsidiaries ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank and subsidiaries to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

-21-

4-3

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lee, Feng-Hui and Tsai, Pei-Ju.

KPMG

Taipei, Taiwan (Republic of China) February 21, 2024

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

-22-

5

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
11000
Cash and cash equivalents (Notes 6(a) and 7)
11500
Due from the Central Bank and call loans to banks (Notes 6(b) and 7)
12000
Financial assets at fair value through profit or loss (Note 6(c))
12100
Financial assets at fair value through other comprehensive income (Notes
6(g) and (q))
12200
Investment in debt instruments at amortized cost (Note 6(h))
12500
Securities purchased under resell agreements (Note 6(d))
13000
Receivables (Note 6(e))
13200
Current tax assets
13500
Discounts and loans, net (Notes 6(f) and 7)
15000
Investments accounted for using equity method (Note 6(i))
15500
Other financial assets (Note 6(j))
18500
Property and equipment, net (Note 6(k))
18600
Right-of-use assets, net (Note 6(l))
19000
Intangible assets, net
19300
Deferred tax assets (Note 6(z))
19500
Other assets, net (Note 6(m))
Total assets
December 31, 2023
Amount
%
$ 34,356,881
2
119,931,580
5
73,366,025
3
189,415,924
9
252,895,142
11
7,110,485
-
11,907,936
1
351,197
-
1,491,313,443
68
-
-
8,227
-
14,046,879
1
1,284,449
-
921,536
-
2,015,839
-
10,888,988
-
$ 2,209,814,531
100
December 31, 2022
Amount
%
49,260,262
2
148,557,744
7
33,913,114
2
160,000,410
8
236,774,247
11
797,893
-
9,057,109
-
350,069
-
1,400,112,365
68
808
-
10,315
-
14,121,833
1
1,212,593
-
757,216
-
1,777,199
-
15,782,948
1
2,072,486,125
100
Liabilities and Equity
Liabilities
21000
Deposits from the Central Bank and banks (Notes 6(n) and 7)
21500
Due to the Central Bank and banks (Note 6(o))
22000
Financial liabilities at fair value through profit or loss (Notes 6(p) and (t))
22500
Notes and bonds issued under repurchase agreement (Note 6(q))
23000
Payables (Note 6(r))
23200
Current tax liabilities
23500
Deposits and remittances (Notes 6(s) and 7)
24000
Bank notes payable (Note 6(t))
25500
Other financial liabilities (Note 6(u))
25600
Provisions (Note 6(v))
26000
Lease liabilities (Note 6(w))
29300
Deferred tax liabilities (Note 6(z))
29500
Other liabilities (Note 6(x))
Total liabilities
Equity attributable to owners of parent
31101
Common stock (Note 6(y))
31500
Capital Surplus (Note 6(y))
Retained earnings:
32001
Legal reserve (Note 6(y))
32003
Special reserve (Note 6(y))
32005
Unappropriated retained earnings (Note 6(y))
32500
Other equity interest (Note 6(y))
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2022
Amount % Amount
%
194,966,177
9
1,131,025
-
9,925,525
-
2,462,991
-
21,493,131
1
1,101,015
-
1,673,580,263
81
52,250,000
4
2,910,581
-
2,676,102
-
1,239,919
-
879,056
-
3,763,082
-
1,968,378,867
95
80,296,934
4
815,900
-
17,239,615
1
185,128
-
9,339,356
-
(3,769,675)
-
104,107,258
5
2,072,486,125
100
$ 163,162,556
1,431,840
9,394,136
1,786,715
24,342,295
101,003
1,823,413,234
53,850,000
2,136,402
2,903,375
1,319,108
878,623
4,972,959
2,089,692,246
82,224,061
815,900
20,028,865
3,954,803
12,114,062
984,594
120,122,285
$ 2,209,814,531
7
-
-
-
1
-
83
3
-
-
-
-
-
94
4
-
1
-
1
-
6
100

See accompanying notes to consolidated financial statements.

-23-

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

41000
Interest income (Notes 6(ad) and 7)
51000
Less: Interest expenses (Notes 6(ad) and 7)
Net interest revenue
Net revenue other than interest
49100
Net service fee revenue (Notes 6(ae) and 13)
49200
Gain on financial assets or liabilities measured at fair value through profit or loss (Note 6(af))
49310
Realized gain on financial assets at fair value through other comprehensive income (Note 6(ag))
49450
Gain arising from derecognition of financial assets measured at amortized cost (Note 6(h))
49600
Foreign exchange gain
49700
(Impairment loss on assets) reversal of impairment loss on assets (Note 6(ah))
49750
Share of profit of associates and joint ventures accounted for using equity method (Notes 6(h)
and 6(ai))
49800
Net other revenue other than interest income (Note 6(aj))
49831
Net securities brokering revenue
Net revenue
58200
Bad debts expense, commitment and guarantee liability provision (Note 6(ak))
Operating expenses
58500
Employee benefits expenses (Note 6(al))
59000
Depreciation and amortization expense (Note 6(am))
59500
Other general and administrative expense (Note 6(an))
Total operating expense
61001
Income from continuing operation before tax
61003
Less: Income tax expenses (Note 6(z))
Net income
65000
Other comprehensive income:
65200
Components of other comprehensive income that will not be reclassified to profit or loss
65201
Remeasurements of defined benefit plans (Note 6(z))
65204
Revaluation gains (losses) on investments in equity instruments measured at fair value
through other comprehensive income
65220
Less: Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss (Note 6(z))
Components of other comprehensive income that will not be reclassified to profit or loss
65300
Components of other comprehensive income that will be reclassified to profit or loss
65301
Exchange difference on translation
65308
Gains (losses) from investments in debt instruments measured at fair value through other
comprehensive income
65320
Less: Income tax related to components of other comprehensive income that will be
reclassified to profit or loss (Note 6(z))
Components of other comprehensive income that will be reclassified to profit or loss
65000
Other comprehensive income
Total comprehensive income
Earnings per share (in NT dollar) (Note 6(ab))
Basic earnings per share (in NT dollar)
Diluted earnings per share (in NT dollar)
For the years ended December 31, For the years ended December 31, For the years ended December 31,
Percent
Change
%
%
117
47
(45)
133
72
(8)
14
17
5
336
5
(16)
-
(91)
3
(79)
-
231
-
32
-
(13)
1
18
100
12
(8)
77
(31)
2
(4)
3
(14)
23
(49)
8
43
3
7
(3)
36
4
2
(142)
(8)
294
-
(142)
(6)
330
5
(103)
(22)
131
1
96
(18)
(138)
(24)
191
12
422
1.23
1.23
2023 %
154
(95)
59
14
21
4
-
1
-
-
-
1
100
(13)
(28)
(4)
(15)
(47)
40
6
34
(1)
14
-
13
-
6
-
6
19
53
1.29
1.28
2022
Amount
33,300,102
(13,072,129)
20,227,973
3,951,892
1,540,238
1,462,681
1,981
923,295
11,689
(1,192)
83,689
326,877
28,529,123
(2,386,062)
(8,875,692)
(1,229,876)
(3,997,701)
(14,103,269)
12,039,792
1,917,940
10,121,852
557,098
(2,347,122)
111,419
(1,901,443)
1,511,789
(6,238,235)
272,357
(4,998,803)
(6,900,246)
3,221,606
Amount
$ 49,116,713
(30,411,203)
18,705,510
4,617,356
6,718,444
1,234,707
170
196,130
(15,335)
(808)
72,693
384,677
31,913,544
(4,226,518)
(9,079,004)
(1,272,085)
(4,908,130)
(15,259,219)
12,427,807
1,860,132
10,567,675
(233,043)
4,553,627
(46,609)
4,367,193
(39,156)
1,931,940
9,656
1,883,128
6,250,321
$
16,817,996
$
$

See accompanying notes to consolidated financial statements.

-24-

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Net income for the year ended December 31, 2022
Other comprehensive income for the year ended December 31, 2022
Total comprehensive income for the year ended December 31, 2022
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Disposal of investment in equity instruments designated at fair value through other
comprehensive income
Balance at December 31, 2022
Net income for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income for the year ended December 31, 2023
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance at December 31, 2023
Attributable to owners of parent Attributable to owners of parent Attributable to owners of parent Other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
Other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
Other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
Total
Share capital Capital surplus Retained earnings
Common stock Legal reserve Special reserve Unappropriated
retained earnings
Total Exchange
differences on
translation of
foreign financial
statements
$ 77,431,952
-
-
-
-
-
2,864,982
-
80,296,934
-
-
-
-
-
-
1,927,127
-
$
82,224,061
815,900
-
-
15,693,140
-
-
185,128
-
-
5,227,632
10,121,852
445,679
21,105,900
10,121,852
445,679
(1,807,265)
-
1,209,432
1,209,432
-
-
-
-
(597,833)
-
(31,325)
(31,325)
-
-
-
-
-
(629,158)
4,113,485
-
(8,555,357)
(8,555,357)
-
-
-
1,270,030
(3,171,842)
-
6,468,080
6,468,080
-
-
-
-
(1,682,486)
1,613,752
101,659,972
10,121,852
(6,900,246)
3,221,606
-
(774,320)
-
-
104,107,258
10,567,675
6,250,321
16,817,996
-
-
(802,969)
-
-
120,122,285
- - - 10,567,531 10,567,531
-
-
-
-
1,546,475
-
-
-
-
-
-
-
815,900
-
-
17,239,615
-
-
185,128
-
-
- - -
-
-
-
-
-
2,789,250
-
-
-
-
-
3,769,675
-
-
-
815,900 20,028,865 3,954,803

See accompanying notes to consolidated financial statements.

-25-

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Net income before tax
Adjustments:
Income and expences items:
Depreciation expense
Amortization expense
Provision for bad debt expense
Net (gains) losses on financial assets or liabilities at fair value through profit or loss
Interest expenses
Net gain arising from derecognition of financial assets measured at amortised cost
Interest income
Net change in provisions for guarantee liabilities
Net change in other provisions
Share of loss of associates and joint ventures accounted for using equity method
Loss on disposal of property and equipment
Impairment loss (reversal of impairment loss) on financial assets
Other items
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in due from the central bank and call loans to banks
(Increase) decrease in financial assets at fair value through profit or loss
(Increase) decrease in securities purchased under resell agreements
Increase in receivables
Increase in discounts and loans
Decrease in other financial assets
Decrease (increase) in other assets
Total changes in operating assets
Changes in operating liabilities:
(Decrease) increase in deposits from the central bank and banks
(Decrease) increase in financial liabilities at fair value through profit or loss
(Decrease) increase in notes and bonds issued under repurchase agreement
Decrease in payable
Increase in deposits and remittances
Decrease in other financial liabilities
Decrease in provisions for employee benefits
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net Cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from repayments of financial assets at amortised cost
Acquisition of investments accounted for using equity method
Acquisition of property and equipment
Proceeds from disposal of property and equipment
Increase (decrease) in refundable deposits
Acquisition of intangible assets
Net cash flows (used in) from investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in due to the central bank and banks
Proceeds from issuing bank notes payable
Repayments of bank notes payable
(Decrease) increase in guarantee deposits received
Payment of lease liabilities
Increase (decrease) in other liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the years ended December 31,
2023
2022
$ 12,427,807
12,039,792
985,755
980,783
286,330
249,093
4,188,472
2,378,872
(1,936,453)
86,901
30,411,203
13,072,129
(170)
(1,981)
(49,116,713)
(33,300,102)
47,333
(21,496)
(6,677)
29,220
808
1,192
1,660
925
15,335
(11,689)
14
(3,817)
(15,123,103)
(16,539,970)
28,631,604
9,550,611
(37,360,746)
7,234,305
(6,312,592)
7,033,381
(1,514,546)
(75,360)
(95,379,615)
(100,231,972)
13,018
25,244
4,620,986
(1,988,898)
(107,301,891)
(78,452,689)
(31,803,621)
92,425,862
(687,101)
925,569
(676,276)
402,298
(447,852)
(3,682,123)
149,832,971
4,923,441
(774,179)
(1,454,713)
(46,312)
(196,272)
115,397,630
93,344,062
8,095,739
14,891,373
(7,027,364)
(1,648,597)
5,400,443
10,391,195
47,746,448
31,992,358
(27,563,323)
(11,090,974)
(2,596,783)
(648,645)
22,986,785
30,643,934
(22,939,444)
(11,055,764)
(219,827,853)
(188,506,846)
203,701,380
230,783,092
-
(2,000)
(527,576)
(318,336)
109
73
233,749
(2,227,141)
(399,651)
(288,288)
(39,759,286)
28,384,790
300,815
(49,130,565)
9,000,000
-
(7,400,000)
-
(1,984,985)
2,104,548
(442,420)
(420,428)
3,194,862
(1,081,839)
(802,969)
(774,320)
1,865,303
(49,302,604)
3,817
90,110
(14,903,381)
9,816,230
49,260,262
39,444,032
$
34,356,881
49,260,262
2023
$ 12,427,807
985,755
286,330
4,188,472
(1,936,453)
30,411,203
(170)
(49,116,713)
47,333
(6,677)
808
1,660
15,335
14
(15,123,103)
28,631,604
(37,360,746)
(6,312,592)
(1,514,546)
(95,379,615)
13,018
4,620,986
(107,301,891)
(31,803,621)
(687,101)
(676,276)
(447,852)
149,832,971
(774,179)
(46,312)
115,397,630
8,095,739
(7,027,364)
5,400,443
47,746,448
(27,563,323)
(2,596,783)
22,986,785
(22,939,444)
(219,827,853)
203,701,380
-
(527,576)
109
233,749
(399,651)
(39,759,286)
300,815
9,000,000
(7,400,000)
(1,984,985)
(442,420)
3,194,862
(802,969)
1,865,303
3,817
(14,903,381)
49,260,262
$
34,356,881

See accompanying notes to consolidated financial statements.

-26-

3

==> picture [76 x 31] intentionally omitted <==

==> picture [168 x 19] intentionally omitted <==

KPMG

台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of Taiwan Business Bank Ltd.:

Opinion

We have audited the financial statements of Taiwan Business Bank Ltd. (“the Bank”), which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and with the Regulation Governing the preparation of Financial Reports by Securities Firms.

Basis for Opinion

We conducted our audits of the current period in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Jin-Kuan-Yin-Zi No.1082731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Bank and subsidiaries in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

The assessment of loans impairment

Please refer to Note (4) (e) "Financial Instruments" for related accounting policy, Note 5 (a) for accounting assumptions and estimates, and Note 6 (f) "Discount and loans, net" and Note 6 (ao) "Financial Risk Information" for details of loans impairment, respectively.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.-27-

3-1

Description of key audit matter

The management of the Bank assess the impairment of loans by determining if there is any observable evidence indicating impairment, and dividing them into collective assessment and individual assessment based on the materiality levels to measure by different impairment method. For the individual assessment with objective evidence of impairment, the measurement is based on expected future cash flow. For the collective assessment with objective evidence of impairment, the Bank needs to calculate the recovery rate of each group to measure the impairment amount. For the collectively assessed loans without objective evidence of impairment, the impairment is calculated by establishing an impairment model using the pass loss experience on assets with similiar credit risk characteristic to form basic estimation. Besides the methods mentioned above, the management of the Bank should inspect weather the amount of impairment is in compliance with the minimum level made by the authority. Both the evaluation of impairment evidences and its methods, as well as the uses of assumptions, such as the expected recovery rates and default rates, which are applied to determine the future cash flow, involved significant judgements and estimations. Therefore, the assessment on the impairment of loans has been identified as a key audit matter in our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the methodology and related control procedure about how the management asseses and measures the impairment amount of loans. For individual assessment, we used sampling test to evaluate the use of the original effective interest rate, the appropriateness of the estimation of future recoverable amounts and value of collateral. For collective assessment, we assessed the impairment model adopted by the management and reviewed the appropriated of the calculation of the impairment parameters and verified the completeness of the loans portfolio via sampling. Meanwhile, we assessed the impaired amounts recognized by the management were in compliance with the related regulations issued by authonity.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Held Banks, and the Regulations Governing the Preparation of Financial Reports by Securities Firms, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Bank’ s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

-28-

3-2

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

-29-

3-3

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lee, Feng-Hui and Tsai, Pei-Ju.

KPMG

Taipei, Taiwan (Republic of China) February 21, 2024

Notes to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.

-30-

4

(English Translation of Financial Statements and Report Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
11000
Cash and cash equivalents (Notes 6(a) and 7)
11500
Due from the central bank and call loans to banks (Notes 6(b) and 7)
12000
Financial assets at fair value through profit or loss (Note 6(c))
12100
Financial assets at fair value through other comprehensive income (Notes
6(g) and (p))
12200
Investment in debt instruments at amortized cost (Note 6(h))
12500
Securities purchased under resell agreements (Note 6(d))
13000
Receivables (Note 6(e))
13200
Current tax assets
13500
Discounts and loans, net (Notes 6(f) and 7)
15000
Investments measured by equity method (Note 6(i))
15500
Other financial assets (Note 6(j))
18500
Property and equipment, net (Note 6(k))
18600
Right-of-use assets, net (Note 6(l))
19000
Intangible assets, net
19300
Deferred tax assets (Note 6(y))
19500
Other assets, net (Note 6(m))
Total assets
December 31, 2023
Amount
%
$ 34,214,743
2
119,930,709
5
71,930,908
3
189,386,292
9
252,895,142
11
7,110,485
-
8,598,290
-
348,724
-
1,491,313,443
69
3,619,545
-
8,227
-
14,042,775
1
1,264,200
-
910,921
-
1,984,845
-
10,854,727
-
$ 2,208,413,976
100
December 31, 2022
Amount
%
48,879,847
2
148,557,154
7
32,536,757
2
159,970,603
8
236,774,247
11
797,893
-
6,469,268
-
348,724
-
1,400,112,365
68
3,497,456
-
10,315
-
14,118,286
1
1,189,528
-
756,703
-
1,752,566
-
15,763,696
1
2,071,535,408
100
Liabilities and Equity
Liabilities
21000
Deposits from the Central Bank and banks (Notes 6(n) and 7)
22000
Financial liabilities at fair value through profit or loss (Notes 6(o) and (s))
22500
Notes and bonds issued under repurchase agreement (Note 6(p))
23000
Payables (Note 6(q))
23200
Current tax liabilities
23500
Deposits and remittances (Notes 6(r) and 7)
24000
Bank notes payable (Note 6(s))
25500
Other financial liabilities (Note 6(t))
25600
Provisions (Note 6(u))
26000
Lease liabilities (Note 6(v))
29300
Deferred tax liabilities (Note 6(y))
29500
Other liabilities (Note 6(w))
Total liabilities
Equity:
31101
Common stock (Note 6(x))
31500
Capital surplus (Note 6(x))
Retained earnings:
32001
Legal reserve (Note 6(x))
32003
Special reserve (Note 6(x))
32005
Unappropriated retained earnings (Note 6(x))
32500
Other equity interest (Note 6(x))
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2022
Amount % Amount
%
194,966,177
9
9,925,525
1
2,462,991
-
21,441,496
1
1,086,481
-
1,673,936,069
81
52,250,000
3
2,910,581
-
2,676,102
-
1,216,510
-
879,056
-
3,677,162
-
1,967,428,150
95
80,296,934
4
815,900
-
17,239,615
1
185,128
-
9,339,356
-
(3,769,675)
-
104,107,258
5
2,071,535,408
100
$ 163,162,556
9,394,136
1,786,715
24,309,376
86,582
1,823,637,803
53,850,000
2,136,402
2,903,375
1,298,137
878,623
4,847,986
2,088,291,691
82,224,061
815,900
20,028,865
3,954,803
12,114,062
984,594
120,122,285
$ 2,208,413,976
7
-
-
1
-
83
3
-
-
-
-
-
94
4
-
1
-
1
-
6
100

See accompanying notes to financial statements.

-31-

5

(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

41000
Interest income (Notes 6(ac) and 7)
51000
Less:Interest expenses (Notes 6(ac) and 7)
Net interest revenue
Net revenue other than interest
49100
Net service fee revenue (losses) (Notes 6(ad) and 13)
49200
Gain on financial assets or liabilities measured at fair value through profit or loss (Note 6(ae))
49310
Realized gain on financial assets at fair value through other comprehensive income (Note
6(af))
49450
Gain arising from derecognition of financial assets measured at amortized cost (Note 6(h))
49600
Foreign exchange gain
49700
(Impairment loss on assets) reversal of impairment loss on assets (Note 6(ag))
49750
Share of profit of associates and joint ventures accounted for using equity method (Notes 6(i)
and 6(ah))
49800
Net other revenue other than interest income (loss) (Note 6(ai))
49831
Net securities brokering revenue
Net revenue
58200
Bad debts expense, commitment and guarantee liability provision (Note 6(aj))
Operating expenses
58500
Employee benefits expenses (Note 6(ak))
59000
Depreciation and amortization expenses (Note 6(al))
59500
Other general and administrative expenses (Note 6(am))
Total operating expense
61001
Income from continuing operation before tax
61003
Less: Income tax expenses (Note 6(y))
Net income
65000
Other comprehensive income:
65200
Components of other comprehensive income that will not be reclassified to profit or loss
65201
Remeasurements of defined benefit plans (Note 6(z))
65204
Revaluation gains (losses) on investments in equity instruments measured at fair value
through other comprehensive income
65207
Share of other comprehensive income of associates and joint ventures accounted for using
equity method, components of other comprehensive income that will not be reclassified to
profit or loss
65220
Less: Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss (Note 6(y))
Components of other comprehensive income that will not be reclassified to profit or
loss
65300
Components of other comprehensive income that will be reclassified to profit or loss
65301
Exchange difference on translation
65308
Gains (losses) from investments in debt instruments measured at fair value through other
comprehensive income
65307
Share of other comprehensive income of associates and joint ventures accounted for using
equity method, components of other comprehensive income that will not be reclassified
to profit or loss
65320
Less: Income tax related to components of other comprehensive income that will be
reclassified to profit or loss (Note 6(y))
Components of other comprehensive income that will be reclassified to profit or loss
65000
Other comprehensive income
Total comprehensive income
Earnings per share (in NT dollar) (Note 6(aa))
Basic earnings per share (in NT dollar)
Diluted earnings per share (in NT dollar)
For the years ended December 31,
Percent
2023
2022
Change
Amount
%
Amount
%
%
$ 48,923,367
154
33,136,301
117
48
(30,355,987)
(96)
(13,046,962)
(46)
133
18,567,380
58
20,089,339
71
(8)
4,580,518
14
3,934,425
14
16
6,547,250
21
1,244,071
4
426
1,234,379
4
1,462,569
5
(16)
170
-
1,981
-
(91)
194,592
1
925,170
3
(79)
(15,335)
-
11,689
-
231
187,631
1
320,283
1
(41)
49,551
-
63,071
-
(21)
384,677
1
326,877
2
18
31,730,813
100
28,379,475
100
12
(4,211,437)
(13)
(2,401,068)
(8)
75
(8,986,358)
(28)
(8,783,271)
(31)
2
(1,262,659)
(4)
(1,220,945)
(4)
3
(4,867,037)
(15)
(3,960,406)
(14)
23
(15,116,054)
(47)
(13,964,622)
(49)
8
12,403,322
40
12,013,785
43
3
1,835,647
6
1,891,933
7
(3)
10,567,675
34
10,121,852
36
4
(233,043)
(1)
557,098
2
(142)
4,553,802
14
(2,342,393)
(8)
294
(175)
-
(4,729)
-
96
(46,609)
-
111,419
-
(142)
4,367,193
13
(1,901,443)
(6)
330
(20,714)
-
1,497,223
5
(101)
1,931,940
6
(6,238,235)
(22)
131
(14,754)
-
11,653
-
(227)
13,344
-
269,444
1
95
1,883,128
6
(4,998,803)
(18)
(138)
6,250,321
19
(6,900,246)
(24)
191
$
16,817,996
53
3,221,606
12
422
$
1.29
1.23
$
1.28
1.23
For the years ended December 31,
Percent
2023
2022
Change
Amount
%
Amount
%
%
$ 48,923,367
154
33,136,301
117
48
(30,355,987)
(96)
(13,046,962)
(46)
133
18,567,380
58
20,089,339
71
(8)
4,580,518
14
3,934,425
14
16
6,547,250
21
1,244,071
4
426
1,234,379
4
1,462,569
5
(16)
170
-
1,981
-
(91)
194,592
1
925,170
3
(79)
(15,335)
-
11,689
-
231
187,631
1
320,283
1
(41)
49,551
-
63,071
-
(21)
384,677
1
326,877
2
18
31,730,813
100
28,379,475
100
12
(4,211,437)
(13)
(2,401,068)
(8)
75
(8,986,358)
(28)
(8,783,271)
(31)
2
(1,262,659)
(4)
(1,220,945)
(4)
3
(4,867,037)
(15)
(3,960,406)
(14)
23
(15,116,054)
(47)
(13,964,622)
(49)
8
12,403,322
40
12,013,785
43
3
1,835,647
6
1,891,933
7
(3)
10,567,675
34
10,121,852
36
4
(233,043)
(1)
557,098
2
(142)
4,553,802
14
(2,342,393)
(8)
294
(175)
-
(4,729)
-
96
(46,609)
-
111,419
-
(142)
4,367,193
13
(1,901,443)
(6)
330
(20,714)
-
1,497,223
5
(101)
1,931,940
6
(6,238,235)
(22)
131
(14,754)
-
11,653
-
(227)
13,344
-
269,444
1
95
1,883,128
6
(4,998,803)
(18)
(138)
6,250,321
19
(6,900,246)
(24)
191
$
16,817,996
53
3,221,606
12
422
$
1.29
1.23
$
1.28
1.23
For the years ended December 31,
Percent
2023
2022
Change
Amount
%
Amount
%
%
$ 48,923,367
154
33,136,301
117
48
(30,355,987)
(96)
(13,046,962)
(46)
133
18,567,380
58
20,089,339
71
(8)
4,580,518
14
3,934,425
14
16
6,547,250
21
1,244,071
4
426
1,234,379
4
1,462,569
5
(16)
170
-
1,981
-
(91)
194,592
1
925,170
3
(79)
(15,335)
-
11,689
-
231
187,631
1
320,283
1
(41)
49,551
-
63,071
-
(21)
384,677
1
326,877
2
18
31,730,813
100
28,379,475
100
12
(4,211,437)
(13)
(2,401,068)
(8)
75
(8,986,358)
(28)
(8,783,271)
(31)
2
(1,262,659)
(4)
(1,220,945)
(4)
3
(4,867,037)
(15)
(3,960,406)
(14)
23
(15,116,054)
(47)
(13,964,622)
(49)
8
12,403,322
40
12,013,785
43
3
1,835,647
6
1,891,933
7
(3)
10,567,675
34
10,121,852
36
4
(233,043)
(1)
557,098
2
(142)
4,553,802
14
(2,342,393)
(8)
294
(175)
-
(4,729)
-
96
(46,609)
-
111,419
-
(142)
4,367,193
13
(1,901,443)
(6)
330
(20,714)
-
1,497,223
5
(101)
1,931,940
6
(6,238,235)
(22)
131
(14,754)
-
11,653
-
(227)
13,344
-
269,444
1
95
1,883,128
6
(4,998,803)
(18)
(138)
6,250,321
19
(6,900,246)
(24)
191
$
16,817,996
53
3,221,606
12
422
$
1.29
1.23
$
1.28
1.23
2023 %
154
(96)
58
14
21
4
-
1
-
1
-
1
100
(13)
(28)
(4)
(15)
(47)
40
6
34
(1)
14
-
-
13
-
6
-
-
6
19
53
1.29
1.28
2022
Amount
33,136,301
(13,046,962)
20,089,339
3,934,425
1,244,071
1,462,569
1,981
925,170
11,689
320,283
63,071
326,877
28,379,475
(2,401,068)
(8,783,271)
(1,220,945)
(3,960,406)
(13,964,622)
12,013,785
1,891,933
10,121,852
557,098
(2,342,393)
(4,729)
111,419
(1,901,443)
1,497,223
(6,238,235)
11,653
269,444
(4,998,803)
(6,900,246)
3,221,606
Amount
$ 48,923,367
(30,355,987)
18,567,380
4,580,518
6,547,250
1,234,379
170
194,592
(15,335)
187,631
49,551
384,677
31,730,813
(4,211,437)
(8,986,358)
(1,262,659)
(4,867,037)
(15,116,054)
12,403,322
1,835,647
10,567,675
(233,043)
4,553,802
(175)
(46,609)
4,367,193
(20,714)
1,931,940
(14,754)
13,344
1,883,128
6,250,321
$
16,817,996
$
$

See accompanying notes to financial statements.

-32-

6

(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Net income for the year ended December 31, 2022
Other comprehensive income for the year ended December 31, 2022
Total comprehensive income for the year ended December 31, 2022
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Disposal of investment in equity instruments designated at fair value through other
comprehensive income
Balance at December 31, 2022
Net income for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income for the year ended December 31, 2023
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance at December 31, 2023
Share capital Capital surplus Retained earnings Retained earnings Retained earnings Other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Other equity interest
Unrealized gains
Exchange
differences on
translation of
foreign financial
statements
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Total
Common stock Legal reserve Special reserve Unappropriated
retained earnings
Total Exchange
differences on
translation of
foreign financial
statements
$ 77,431,952
-
-
-
-
-
2,864,982
-
80,296,934
-
-
-
-
-
-
1,927,127
-
$
82,224,061
815,900
-
-
15,693,140
-
-
185,128
-
-
5,227,632
10,121,852
445,679
21,105,900
10,121,852
445,679
(1,807,265)
-
1,209,432
1,209,432
-
-
-
-
(597,833)
-
(31,325)
(31,325)
-
-
-
-
-
(629,158)
4,113,485
-
(8,555,357)
(8,555,357)
-
-
-
1,270,030
(3,171,842)
-
6,468,080
6,468,080
-
-
-
-
(1,682,486)
1,613,752
101,659,972
10,121,852
(6,900,246)
3,221,606
-
(774,320)
-
-
104,107,258
10,567,675
6,250,321
16,817,996
-
-
(802,969)
-
-
120,122,285
- - - 10,567,531 10,567,531
-
-
-
-
1,546,475
-
-
-
-
-
-
-
815,900
-
-
17,239,615
-
-
185,128
-
-
- - -
-
-
-
-
-
2,789,250
-
-
-
-
-
3,769,675
-
-
-
815,900 20,028,865 3,954,803

See accompanying notes to financial statements.

-33-

7

(English Translation of Financial Statements Originally Issued in Chinese)

TAIWAN BUSINESS BANK LTD.

Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Net income before tax
Adjustments:
Income and expenses items:
Depreciation expense
Amortization expense
Provision for bad debt expense
Net (gains) loss on financial assets or liabilities at fair value through profit or loss
Interest expenses
Net gain arising from derecognition of financial assets measured at amortised cost
Interest income
Dividend income
Net change in provisions for guarantee liabilities
Net change in other provisions
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
Loss on disposal of property and equipment
Impairment loss (reversal of impairment loss) on financial assets
Other items
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in due from the central bank and call loans to banks
(Increase) decrease in financial assets at fair value through profit or loss
(Increase) decrease in securities purchased under resell agreements
(Increase) decrease in receivables
Increase in discounts and loans
Decrease in other financial assets
Decrease (increase) in other assets
Total changes in operating assets
Changes in operating liabilities:
(Decrease) increase in deposits from the central bank and banks
(Decrease) increase in financial liabilities at fair value through profit or loss
(Decrease) increase in notes and bonds issued under repurchase agreement
Decrease in payable
Increase in deposits and remittances
Decrease in other financial liabilities
Decrease in provisions for employee benefits
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net Cash flows from operating activities
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from repayments of financial assets at amortised cost
Acquisition of property and equipment
Proceeds from disposal of property and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Net cash flows (used in) from investing activities
Cash flows from financing activities:
Decrease in due to the central bank and banks
Proceeds from issuing bank notes payable
Repayments of bank notes payable
(Decrease) increase in guarantee deposits received
Payment of lease liabilities
Increase (Decrease) in other liabilities
Cash dividends paid
Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the years ended December 31,
2023
2022
$ 12,403,322
12,013,785
976,770
972,173
285,889
248,772
4,171,534
2,394,782
(1,927,531)
370,320
30,355,987
13,046,962
(170)
(1,981)
(48,923,367)
(33,136,301)
50,135
7,161
47,333
(21,496)
(6,677)
29,220
(187,631)
(320,283)
1,660
944
15,335
(11,689)
14
(3,817)
(15,140,719)
(16,425,233)
28,631,885
9,550,686
(37,310,908)
7,315,066
(6,312,592)
7,033,381
(774,355)
479,288
(95,379,615)
(100,231,972)
13,018
25,244
4,654,805
(2,091,463)
(106,477,762)
(77,919,770)
(31,803,621)
92,425,862
(687,101)
925,569
(676,276)
402,298
(404,672)
(3,679,471)
149,701,734
4,896,080
(774,179)
(1,454,713)
(46,312)
(196,272)
115,309,573
93,319,353
8,831,811
15,399,583
(6,308,908)
(1,025,650)
6,094,414
10,988,135
47,551,514
31,841,928
(27,506,094)
(11,071,317)
(2,595,655)
(649,535)
23,544,179
31,109,211
(22,939,444)
(11,055,765)
(219,827,853)
(188,506,846)
203,701,380
230,783,092
(525,642)
(317,194)
109
54
-
(2,223,467)
233,859
-
(389,007)
(288,032)
(39,746,598)
28,391,842
-
(49,713,800)
9,000,000
-
(7,400,000)
-
(2,013,893)
2,081,139
(434,329)
(413,133)
3,184,717
(1,077,706)
(802,969)
(774,320)
1,533,526
(49,897,820)
3,789
87,461
(14,665,104)
9,690,694
48,879,847
39,189,153
$
34,214,743
48,879,847
2023
$ 12,403,322
976,770
285,889
4,171,534
(1,927,531)
30,355,987
(170)
(48,923,367)
50,135
47,333
(6,677)
(187,631)
1,660
15,335
14
(15,140,719)
28,631,885
(37,310,908)
(6,312,592)
(774,355)
(95,379,615)
13,018
4,654,805
(106,477,762)
(31,803,621)
(687,101)
(676,276)
(404,672)
149,701,734
(774,179)
(46,312)
115,309,573
8,831,811
(6,308,908)
6,094,414
47,551,514
(27,506,094)
(2,595,655)
23,544,179
(22,939,444)
(219,827,853)
203,701,380
(525,642)
109
-
233,859
(389,007)
(39,746,598)
-
9,000,000
(7,400,000)
(2,013,893)
(434,329)
3,184,717
(802,969)
1,533,526
3,789
(14,665,104)
48,879,847
$
34,214,743

See accompanying notes to financial statements.

-34-

Proposal 2 (Proposed by the Board of Directors) Explanation: Adoption of the 2023 earnings distribution from the final accounts of the Bank

Description:

  1. After an audit, the Bank's 2023 earnings available for distribution amounted to NT$12,264,618,362.01, as described below:

  2. (1) The opening undistributed earnings for 2023 amounted NT$50,334,718.11.

  3. (2) Items added:

    • A. After reviewed and approved by Accountant Feng-Hui Lee and Pei-Ju Tsai from KPMG, the after-tax net income for 2023 was NT$10,567,674,904.93.

    • B. "Gains (losses) from Investments in Equity Instruments Measured at Fair Value through other Comprehensive Income" amounted to NT$1,682,486,283.

    • C. Reversal of the "Special reserve" amounted to NT$3,769,674,892.35.

  4. (3) Items deducted:

    • A. "Recognized Actuarial Gains and Losses for Defined Benefit Plans" appropriated: NT$186,434,400.

    • B. Legal reserve appropriated: NT$3,619,118,036.38.

  5. (4) Distribution of shareholders' bonus - cash dividends (NT$0.20 per share): NT$1,644,481,234; the minimum distribution of cash dividend made to shareholders shall be round up to NT$1, and fraction cash dividend less than NT$1 shall be accounted as other income.

  6. (5) Distribution of shareholders' bonus - stock dividends (NT$1.15 per share): NT$9,455,767,100.

  7. (6) Closing undistributed earnings: NT$1,164,370,028.01.

  8. Please refer to Page 36 of this Handbook for the "Distribution of Earnings for 2023."

-35-

Voting results: Total votes upon voting: 6,582,596,712 voting rights

Voting results Votes (including
electronic votes)
Ratio (%)
For 6,262,622,633 95.13
Against 874,339 0.01
Void 0 0
Abstain/unused votes 319,099,740 4.84

Resolution: The case was passed as proposed after voting.

-36-

Taiwan Business Bank Co., Ltd. Distribution of Earnings

Year 2023

Unit: NT$

Unit: NT$
Item Amount
Opening undistributed earnings 50,334,718.11
Add: After-tax net income for 2023 10,567,674,904.93
Less: Recognized actuarial gains and losses
for defined benefit plans appropriated
(186,434,400.00)
Add: Gains (losses) from Investments in
equity instruments measured at fair
value through other comprehensive
income
1,682,486,283.00
Less: Legal reserve appropriated (3,619,118,036.38)
Add: Reversal of Special reserve 3,769,674,892.35
Earnings available for distribution 12,264,618,362.01
Items of distribution:
Shareholders' bonus - cash dividends
(NT$0.20 per share)
1,644,481,234.00
Shareholders' bonus - stock dividends
(NT$1.15 per share)
9,455,767,100.00
Closing undistributed earnings 1,164,370,028.01

Note:

  1. The calculation of shareholders' bonus per share was based on 8,222,406,166 shares.

  2. The distribution shall initially be appropriated from the undistributed earnings in the latest year.

-37-

V. Discussion

(Proposed by the Board of Directors) Explanation: Resolution to carry out a capital increase via transferred earnings in accordance with the earnings distribution of stock dividends for 2023, hereby submitted for approval.

Description:

  1. In response to the requirements on the inclusion of common equity capital under the new Basel III to improve its capital structure and increase the profitability, the Bank intends to carry out a capital increase via transferred earnings for the issuance of 945,576,710 new shares according to the requirements under Article 240 of the Company Act.

  2. Total amount of the new shares for capital increase and the conditions for issuance:

  3. (1) A capital increase of NT$9,455,767,100 is proposed, with the par value of NT$10 per share, for the issuance of 945,576,710 new registered common shares.

  4. (2) The capital increase via transferred earnings shall be submitted to the competent authority for approval after being approved by the shareholders' meeting, and the Board will then determine the ex-rights base date for the issuance of new shares. Based on the shareholding ratio stated in the Shareholders' registrar on the ex-rights base date, 115 bonus shares will be issued for every thousand shares held. For fraction shares less than one share, shareholders may present at the stock affairs agency of the Bank within 5 days from the ex-rights base date for aggregation. Fractional shares not added up to a whole share may be converted into cash (rounded to the nearest dollar). Accumulated fractional shares not aggregated within the specified period will be authorized by the Chairman to be subscribed to by specific individuals at face value.

  5. (3) Subsequently, if the repurchase of the Bank's shares, the transfer, conversion, and cancellation of treasury shares, or

-38-

other situations affect the total number of outstanding shares, resulting in a change in the shareholder subscription rate, the Board proposes to seek authorization from the shareholders' meeting to handle the necessary changes.

  • (4) The rights and obligations of the new shares issued under the capital increase via transferred earnings are the same as those of the previously issued shares.

  • Impact of the issuance of bonus shares on the business performance and earnings per share of the Bank: Pursuant to the provisions in the "Regulations Governing the Publication of Financial Forecasts of Public Companies" and "Taiwan Stock Exchange Corporation Standards for Determining Whether a TWSE Listed Company Shall Publish Complete Financial Forecasts", the Bank has not made public the financial forecast of 2024, and therefore can not disclose the forecast information on the Bank's operating income, profit or loss and earnings per share as a result of the issuance of bonus shares. This item thus does not apply to the Bank.

  • After this capital increase, the total paid-in capital will be NT$91,679,828,760, falling within the total capital of NT$100 billion of the Bank.

  • The Bank proposes to authorize the Board to exercise its full powers in respect of the matters not covered in this proposal.

Voting results:

Total votes upon voting: 6,582,596,712 voting rights

Voting results Votes (including
electronic votes)
Ratio (%)
For 6,262,455,771 95.13
Against 1,058,036 0.01
Void 0 0
Abstain/unused votes 319,082,905 4.84

Resolution: The case was passed as proposed after voting.

-39-

VI. Election Matters

(Proposed by the Board of Directors)

Explanation: Proposal for the election of the Bank's 17th term of the Directors of the Board

Description:

  • 1.The election of Directors will be held at this annual shareholders' meeting as the 16th term of office of the Bank's Directors will expire on July 19, 2024.

  • 2.Pursuant to the Article 20 of the Bank's Articles of Association, the number of the Bank's Directors is 15 and the term of office of the Directors is 3 years. Consequently, 15 Directors (including 5 Independent Directors) are to be elected for the 17th term of office of three years starting from June 21, 2024 to June 20, 2027.

  • 3.The Bank adopts a candidate’s nomination system for the election of Directors. The list of candidates for election as Directors has been submitted to the Board for review and approval at the 29th meeting of the 16th Board of Directors on May 3, 2024 as attached (please refer to Page 40 ~ 42 of this Handbook).

-40-

Taiwan Business Bank Co., Ltd.

The 17th term of Directors/Independent Directors Candidates List

No.
Name
of Candidate Gender Education Experience Number of
Shares Held
(Unit: shares)
1 Director Ministry of Finance
Representative:
Pei-Jean Liu

Female
Master of
Public Finance,
National
Chengchi
University
Chair, Taiwan Business Bank;
Chairperson, The Export-Import Bank of
the Republic of China;
President, The Export-Import Bank of
the Republic of China;
Executive Vice President, The Export-
Import Bank of the Republic of China;
General Auditor & Executive Vice
President, The Export-Import Bank of
the Republic of China
170,754,019
2 Director Ministry of Finance
Representative:
Chih-Chien Chang

Male
MBA, National
Taiwan
University of
Science and
Technology
President, Taiwan Business Bank;
Acting Chairman, Taiwan Business
Bank; Acting President, Taiwan Business
Bank;
Executive Vice President, Taiwan
Business Bank;
SVP & GM, Loan Supervision Dept.,
Taiwan Business Bank; SVP & GM,
Credit Investigation Dept., Taiwan
Business Bank;
SVP & GM, Wu Ku Branch, Sung Nan
Branch, Taiwan Business Bank

170,754,019
3 Director Ministry of Finance
Representative:
Sui-Ying Wang

Female
Department of
Insurance,
National
Chengchi
University

Manager, Deputy Manager, Senior
Auditor, Government-Owned Shares
Management Division, National
Treasury Administration, Ministry of
Finance
170,754,019
4 Director Ministry of Finance
Representative:
Hung-Sheng Yu

Male
M.S., Executive
Master of
Business
Administration,
Ling Tung
University


1th to 8th Member, TBB Industry Union;
6th to 8th Director & Managing Director,
TBB Industry Union;
7th to 8th Chairman, TBB Industry
Union;
13th to 16th Director, Taiwan Business
Bank;
6th to 7th Managing Director, Taiwan
Confederation of Trade Unions;
7th Vice Chairman, Taiwan
Confederation of Trade Unions;
27th Supervisor, Taiwan Federation of
Labor;
Member, Basic Salary Review
Committee, Ministry of Labor;
3th to 4th Member, Labor Dispute
Arbitration Committee, Ministry of
Labor


170,754,019
5 Director Ministry of Finance
Representative:
Chin-Wen Huang

Male
Ph.D. in
Economics,
Soo Chow
University
Manager, Deputy Manager, Senior
Executive Officer, Chief, National
Treasury Administration, Ministry of
Finance
170,754,019
6 Director Bank of Taiwan
Representative:
Chao-Tsung Teng
Male Executive
Master of
Business
Administration
Program
College of
Director, Taiwan Business Bank;
SVP & General Manager, Department of
Human Resources, Bank of Taiwan;
VP & GM, Taan Branch, Bank of
Taiwan;
VP & GM, Jenai Branch, Bank of
Taiwan
1,333,153,090

-41-

No.
Name
of Candidate Gender Education Experience Number of
Shares Held
(Unit: shares)
Commerce,
National
Chenchi
Uiniversity
7 Director Bank of Taiwan
Representative:
Tzu-Hao Tsai
Male Ph.D.,
Department of
Finance,
National
Taiwan
University
Associate Professor, Assistant Professor,
Department of Quantitative Finance,
National TsingHua University
1,333,153,090
8 Director Bank of Taiwan
Representative:
Ho-Chyuan Chen

Male
Ph.D. in
Economics,
Texas A&M
University
Professor, Department of Economics,
National Chung Cheng University;
Procurement Committee Member, and
Editorial Board Member of Fair Trade
Quarterly, Fair Trade Commission;
Director, Board of Directors of Hua Nan
Financial Holdings Corporation;
Director, Board of Directors of Taiwan
Business Bank
1,333,153,090
9 Director National
Development Fund,
Executive Yuan,
R.O.C
Representative:
Chun-Hsien Yeh

Male
Ph.D. in
Economics,
University of
Rochester
President, Chung-Hua Institution for
Economic Research;
Vice President, Chung-Hua Institution
for Economic Research;
Member, National Income Statistics
Committee of Directorate General of
Budget, Accounting and Statistics,
Executive Yuan;
Managing Director, the 16th term of the
Board of Taiwan Business Bank;
Adjunct Professor, Department of
Economics, National Taiwan University;
Adjunct Professor, Institute of Business
and Management, National Yang Ming
Chiao Tung University;
Jointly Appointed Professor, Department
of Economics, National Central
University;
Jointly Appointed Professor, Graduate
Institute of Industrial Economics,
National Central University;
Adjunct Research Fellow, Institute of
Economics, Academia Sinica;
Visiting Assistant Professor, Department
of Economics, Singapore Management
University, Singapore;
Associate Professor, School of
Economics, National Central University;
Assistant Research Fellow, Institute of
Economics, Academia Sinica
482,381,505
10 Director TBB Industry
Union
Representative:
Ming-HueiChen
Male Master,
Department of
Finance, Shu-
Te University
Employee, Taiwan Business Bank; 4,766,298
Managing Director, TBB Industry Union
11 Director Che-Nan Wang Male B.A., Kindai
University,
Japan
13th to 16th Director, Taiwan Business
Bank;
Member, Overseas Community Affairs
Council, Republic of China;
Director, Taichung Commercial Bank
Co., Ltd;
Honorary President, Kindai University
Alumni Association of the Republic of
China in Japan
16,680,709

-42-

No.
Name
of Candidate Gender Education Experience Number of
Shares Held
(Unit: shares)
12 Independent
Director
Xin-Wu Lin Male Ph.D.,
Department of
Economics,
National
Taiwan
University
Associate Researcher, Researcher, Vice
Director, Director, Vice President,
Taiwan Institute of Economic Research;
6th term of the Taiwan Fair Trade
Commission;
Chief Antitrust Compliance Officer, AU
Optronics Corporation;
Independent Director, Land Bank of
Taiwan
0
13 Independent
Director
Yung-Cheng
Chuang
Male Doctor of
Juridical
Science(S.J.D.),
Indiana
University,
Bloomington,
USA

Associate Dean, School of Law,
Soochow University;
Director of the 20th Board of Directors,
Taiwan Stock Exchange Corporation;
Mediation Committee, Securities and
Futures Investors Protection Center;
Director of the 3rd and 4th Board of
Directors, Taiwan Insurance Guaranty
Fund Chairperson of Ombudsman;
Member, Securities and Futures Institute;
Committee, Ministry of Labor,
Executive Yuan;
Director of the Board, Taiwan Insurance
Law Association;
Independent Director, Fubon Hyundai
Life Insurance Co., Ltd.

0
14 Independent
Director
Jin-Long Liu Male Ph.D.,
Department of
Economics,
North Carolina
State
University,
USA
Independent Director, Taiwan Business
Bank;
Associate Professor, Professor, Director,
Graduate Institute of Industrial
Economics, National Central University;
Visiting Associate Professor, Duke
University;
Visiting scholar, Foundation for
Scholarly Exchange;
Supervisor, Integrated Service
Technology Inc.
0
15 Independent
Director
Shao-Yuan Chang Male Master's
Degree in Land
Economics,
National
Chengchi
University
Independent Director, Taiwan Business
Bank;
Deputy Mayor, Tainan City Government;
Director, Finance and Local Tax Bureau,
Tainan City Government;
Director, Department of Finance, Tainan
City Government;
Deputy Director, Department of Finance,
Tainan City Government


0
16 Independent
Director
Mi-Hsiu Chiang Male Ph.D., Institute
of Quantitative
Finance,
Imperial
College
London, UK
Acting Vice Dean, Acting Director of
Post-graduate Program, College of
Global Banking and Finance, National
Chengchi University;
Member, Futures Industry Development
Fund Management Committee,
Securities & Futures Institute;
Member, Research and Development
Committee, The Bankers Association of
the Republic of China;
Advisory Committee Member, Center
for Research in Econometric Theory and
Applications (CRETA), National Taiwan
University;
Director, Professor, Associate Professor,
Assistant Professor, Department of
Finance, National Chengchi University

0

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Election results:

Total votes upon election: 98,399,672,340 voting rights Number of invalid votes: 0

List of elected candidates:

No.
Position
(Household ID
Number)
1
Director
85515
2
Director
85515
3
Director
1002
4
Director
1002
5
Director
85515
6
Director
549061
7
Director
1002
8
Director
85515
9
Director
76436
10
Director
146685
11
Independent Director
M1207*
12
Independent Director
D1207

13
Independent Director
H1020

14
Independent Director
A1213

15
Independent Director
A1225
**
List of unelected candidate:
No.
Position
(Household ID
Number)
1
Director
85515
No. Position (Household ID
Number)
Name Number of Votes
1 Director 85515 Ministry of Finance
Representative: Pei-Jean Liu
12,477,387,276
2 Director 85515 Ministry of Finance
Representative: Chih-Chien
Chang
9,214,884,833
3 Director 1002 Bank of Taiwan Representative:
Chao-TsungTeng
8,778,803,847
4 Director 1002 Bank of Taiwan Representative:
Tzu-Hao Tsai
8,765,367,952
5 Director 85515 Ministry of Finance
Representative: Sui-YingWang
8,736,865,172
6 Director 549061 National Development Fund,
Executive Yuan, R.O.C
Representative: Chun-Hsien Yeh
8,689,990,578
7 Director 1002 Bank of Taiwan Representative:
Ho-Chyuan Chen
7,971,105,677
8 Director 85515 Ministry of Finance
Representative: Hung-ShengYu
7,751,257,191
9 Director 76436 TBB Industry Union
Representative: Ming-Huei Chen
6,192,176,386
10 Director 146685 Che-Nan Wang 6,008,893,754
11 Independent Director M1207* Xin-Wu Lin 1,504,910,220
12 Independent Director D1207* Jin-LongLiu 1,453,084,041
13 Independent Director H1020* Shao-Yuan Chang 1,431,582,405
14 Independent Director A1213* Yung-ChengChuang 1,421,615,731
15 Independent Director A1225* Mi-Hsiu Chiang 1,397,083,167
No. Position (Household ID
Number)
Name Number of Votes
1 Director 85515 Ministry of Finance
Representative: Chin-Wen Huang
1,094,146,103

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VII.Other Matters

(Proposed by the Board of Directors)

Explanation: Proposal for lifting the non-competition restriction for the Directors of the Board, hereby submitted for approval.

Description:

  1. Pursuant to Article 209, paragraph 1 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval"; and the explanation given by the Letter Ri-Shang-Zi No. 89206938 dated April 24, 2000 sent from the Ministry of Economy reads that, "If a representative authorized by a government agency or a juristic person acting as a shareholder is elected as a Director, both said government agency or said juristic person, and its authorized representative shall be subject to the non-competition restriction for the Directors of the Board."

  2. The Bank’s 17th Board of Directors (including independent directors) and the legal persons they represent have committed acts and positions within the business scope of the Bank for themselves or for others. The Bank intends to seek permission from the shareholders’ meeting to lift their non-competition restriction.

  3. In order to facilitate shareholders to exercise their voting rights electronically, a detailed List of Lifting the Non-Competition Restriction for the Directors of the Board, Taiwan Business Bank Co., Ltd. (please refer to Page 45~46 of this Handbook) was included in the Meeting Handbook. However, the subjects for lifting the non-competition restriction shall be subject to the actual directors elected (including independent directors).

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List of Lifting the Non-Competition Restriction for the Directors of the Board, Taiwan Business Bank Co., Ltd.

The 17th Board of Directors for Lifting the Non-Competition Restriction

Director candidates
and the names of
legal person
shareholders they
represent
Directors who hold positions in other companies that
engage in the same business as the Bank or its subsidiaries
Directors who hold positions in other companies that
engage in the same business as the Bank or its subsidiaries
Competitor Position
Ministry of Finance Taiwan Financial Holdings Co., Ltd. Director
Land Bank of Taiwan Co., Ltd. Director
The Export-Import Bank of the Republic
of China
Director
First Financial Holding Co., Ltd. Director
Hua Nan Financial Holdings Co., Ltd. Director
Mega Financial Holdings Co., Ltd. Director
Taiwan Cooperative Financial Holding
Co., Ltd.
Director
Chang Hwa Commercial Bank, Ltd. Director
Central Reinsurance Corporation Director
Bank of Taiwan Co.,
Ltd.
First Financial Holding Co., Ltd. Director
Hua Nan Financial Holdings Co., Ltd. Director
Mega Financial Holdings Co., Ltd. Director
Taiwan Fire & Marine Insurance Co., Ltd. Director
United Taiwan Bank Director
Taipei Forex Inc. Director
TAIYI Real-Estate Management Co., Ltd. Director
BankTaiwan Insurance Brokers Co., Ltd. Director
Taiwan Urban Regeneration & Financial
Services Co., Ltd.
Director
Taiwan Financial Asset Service
Corporation
Director

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Financial eSolution Co., Ltd. Director
Chao-Tsung Teng
(Bank of Taiwan
Representative)
Bank of Taiwan Co., Ltd. SVP & GM,
Human
Resources
Dept.
National
Development Fund,
Executive Yuan
Mega Financial Holdings Co., Ltd. Director
iPASS Corporation Director
Chang Hwa Commercial Bank, Ltd. Director
Yung-Cheng Chuang Fubon Hyundai Life Insurance Co., Ltd. Independent
Director

Voting results:

  1. Lifting non-competition restrictions on directors of the Bank - Ministry of Finance

Total number of shares in attendance upon voting: 6,595,127,666 shares

Total number of votes upon voting: 6,411,947,739 votes

Voting results Votes (including
electronic votes)
Ratio (%)
For 6,072,874,224 94.71
Against 16,179,322 0.25
Void 0 0
Abstain/unused votes 322,894,193 5.03

2. Lifting non-competition restrictions on directors of the Bank - Bank of Taiwan

Total number of shares in attendance upon voting: 6,595,127,666 shares Total number of votes upon voting: 5,249,548,668 votes

Voting results Votes (including
electronic votes)
Ratio (%)
For 4,908,762,497 93.50
Against 17,917,693 0.34
Void 0 0
Abstain/unused votes 322,868,478 6.15

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  1. Lifting non-competition restrictions on directors of the Bank - ChaoTsung Teng (Bank of Taiwan Representative)

Total number of shares in attendance upon voting: 6,595,127,666 shares

Total number of votes upon voting: 5,249,548,668 votes

Voting results Votes (including
electronic votes)
Ratio (%)
For 4,920,490,059 93.73
Against 6,054,590 0.11
Void 0 0
Abstain/unused votes 323,004,019 6.15
  1. Lifting non-competition restrictions on directors of the Bank - National Development Fund, Executive Yuan, R.O.C Representative: Chun-Hsien Yeh

Total number of shares in attendance upon voting: 6,595,127,666 shares

Total number of votes upon voting: 6,100,320,253 votes

Voting results Votes (including
electronic votes)
Ratio (%)
For 5,769,073,918 94.57
Against 8,458,034 0.13
Void 0 0
Abstain/unused votes 322,788,301 5.29
  1. Lifting non-competition restrictions on directors of the Bank - YungCheng Chuang

Total number of shares in attendance upon voting: 6,595,127,666 shares Total number of votes upon voting: 6,582,701,758 votes

Voting results Votes (including
electronic votes)
Ratio (%)
For 6,255,167,311 95.02
Against 4,579,179 0.06
Void 0 0
Abstain/unused votes 322,955,268 4.90

Resolution: The case was passed as proposed after voting.

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VIII.Questions and Motions

Shareholder Account Number 230953 expressed his pleasure in attending the shareholders' meeting. He noted that the Bank's remuneration to employees is higher than that of other companies, signifying harmonious labor-ownership relationship. He also affirmed the Bank for not stipulating retirement benefits to the Chairman upon resignation in the Articles of Association of the Bank. Additionally, he encouraged friends to hold the Bank's stock long-term.

Response form the Chair: We thank the shareholder for his encouragement and affirmation. Further increasing remuneration to employees is a goal that the Bank's management is striving to achieve. Also, we acknowledge the efforts of Director Hung-Sheng Yu and the union members in maintaining labor-ownership harmony. Recently, the proportion of foreign investment in the Bank's shares has maintained a certain level, which reflects confidence in the Bank's operating performance and future prospects.

The Chairman declared the meeting adjourned.

IX. Meeting Adjourned (9:54 a.m.)

The meeting minutes of the shareholders' meeting only set out the summary of discussions; the details shall be subject to the meeting's video/audio records.

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