Stock No: 2812

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Taichung Commercial Bank Co., Ltd.

The 2016 Annual Meeting of Shareholders Annual meeting handbook

Time: 9:00 a.m. on June 21, 2016 Address: 10F, No. 87, Min Chuan Road, West District, Taichung City

Index

	Index
I.	Meeting Agenda ................................................................................. 2
II.	Discussions ........................................................................................ 3
III.	Management Presentation (Company Reports) ................................ 8
IV.	Proposals .......................................................................................... 30
V.	Discussions ...................................................................................... 34
VI.	Questions and Motions
VII.	Appendices
	1. Independent Auditor’s Report and financial statements ........ 46
	2. Rules of Procedure for Shareholder Meetings ....................... 64
	3. Company Corporate Charter (Articles of Incorporation) ....... 71
	4. Shareholdings of Directors ..................................................... 80

Taichung Commercial Bank Co., Ltd.

The 2016 Annual Meeting of Shareholders Agenda

I. Report the number of shares represented by the attending shareholders and Call the Meeting to Order
II. Chairperson Remarks
III. Discussions
(I) Amendments to Company Corporate Charter (Articles of Incorporation)
IV. Management Presentation (Company Reports)
(I) The 2015 Business Reports
(II) Audit Committee’s Review Report on the 2015 Financial Statements
(III) The 2015 distribution of remuneration to employees and directors
(IV) The 2015 authorized offering and issuance of perpetual non-cumulative subordinated financial bonds
(V) The 2015 issuance of stock shares for cash capitalization
(VI) The Bank’s “Procedural Rules of for Shareholders Meetings” amendments

(VII) The advocacy of Article 25 of the Banking Law

V. Proposals:
(I) The proposal of the 2015 Business Report and financial statements
(II) The 2015 proposed profit distribution
VI. Discussions:
(I) The issuance of new shares for capitalization for earnings in 2015.
(II) Amendments to the Regulations Governing the Acquisition or Disposal of Assets
VII. Questions and Motions:

VIII. Adjournment

(The above proposals were presented by the Company’s relevant units to the Board for consideration)

Discussions

Discussion No. 1

Proposal: The Company Corporate Charter (Articles of Incorporation) amendment is submitted for discussion.
Note: I. The gravity of amendment for this instance is shown below: (I) To strengthen the supervision of the Bank’s Board of Directors and the managing powers and responsibilities of the management, the remuneration of the directors involved in business operation (including the chairman, vice chairman, and acting director) will be terminated from linking to the remuneration of the President; therefore, Article 27-1 of the Bank’s Articles of Association is amended.
- (II) Article 32 regarding the appointment and dismissal of the chief auditor is enacted in accordance with Article 10 Paragraph 3 and Paragraph 4 of the “Implementation Rules of the Internal Control System and Internal Audit of Financial Holding Companies and Banking Industries.” In addition, amend the text “managers” in Paragraph 1 of the same Article as “managers at all levels.”
- (III) Amend Article 35 Paragraph 1 regarding remuneration to employees and directors; also, have the remuneration to employees adjusted from the original percentage of “1% ~ 3%” to “0.5% ~ 3%.” In addition, the text of earnings distribution in Paragraph 1 of the same Article; also, the text of Paragraph 2 and Paragraph 3 of the same Article are transferred to the newly enacted Article 36 with the provision “2. The dividend of NTD0.3/share or less will be distributed with the stock dividend entirely” deleted and the texts of some clauses amended.
II. The Company’s Corporate Charter (Articles of Incorporation) amended before and after. (Please refer to Page 5~6 of the Annual Meeting Handbook)

Resolutions:

“Taichung Commercial Bank’s Corporate Charter” (Articles of Incorporation) amended before and after

Clauses after the amendment	Original clause	Remark
Article 27-1 The Board of Directors is authorized to have the remuneration to the chairman,vice chairman, acting director, and independent directors determined and paid by referring to the general payment standard of the industry. Independent Directors are not eligible for our bank’s earnings distribution. Our bank may pay for liability insurance policies that cover the liabilities for damages as defined by statutes or court ruling within the scope of the business of Directors.	Article 27-1 The compensation of theChairmanis for an amount equivalent to 1.25 times	To strengthen the supervision of the Bank’s Board of Directors and the managing powers and responsibilities of the management, the remuneration of the directors involved in business operation (including the chairman, vice chairman, and managing director) will be terminated from linking to the remuneration of the President.
	of the total remunerations paid to the President. The Board is authorized to pay the compensation of the Vice Chairman, Managing General Director and independent directors by referring to the payment level of the industry, but the payment amount is limited to 1.1 times the total remunerations paid to the President. Independent Directors are not eligible for our bank’s earnings distribution. Our bank may pay for liability insurance policies that cover the liabilities for damages as defined by statutes or court ruling within the scope of the business of Directors.
Article 32 The Bank has the President appointed to manage the overall business per the instructions of the Board. Several Vice Presidents and Junior V.P. are appointed to assist the President in business operations with the appointment and dismissal powers resolved by the majority of directors. The President is to have a number of managersat all levelsappointed and presented to the Board for approval by the majority of directors. The Bank has one auditor appointed equivalent to a V.P. in ranking withthe consent of a majority of the Audit Committee and two thirds of the Board of Directors;also, the appointment, dismissal, or transfer of the auditor should be reported to the competent authorities in advance. If the said appointment of the Chief Auditor in the preceding paragraph	Article 32 The Bank has the President appointed to manage the overall business per the instructions of the Board. Several Vice Presidents and Junior V.P. are appointed to assist the President in business operations with the appointment and dismissal powers resolved by the majority of directors. The President is to have a number of managers appointed and presented to the Board for approval by the majority of directors. The Bank has one auditor appointed equivalent to a V.P. in ranking with the approval of two thirds of the directors; also, the appointment, dismissal, or transfer of the auditor should be reported to the competent authorities in advance.	1. The text “managers” in Paragraph 1 of the original clause should be amended as “managers at all levels.” 2. Enact the provision of having the appointment and dismissal of the Chief Auditor executed with the consent of a majority of the Audit Committee and stating the resolution if it is without the consent of the Audit Committee in Paragraph 3 in the minutes of the Board meetingin

Clauses after the amendment	Original clause	Remark
is without the consent of a majority of the Audit Committee, the resolution of the Audit Committee should be stated in the minutes of the Board meeting.		accordance with Article 10 Paragraph 3 and 4 of the “Implementation Rules of the Internal Control System and Internal Audit of Financial Holding Companies and Banking Industries.”
Article 35 If there is a profit, the Bank shall appropriate 0.5% to 3% as remuneration to the employees. The Board shall determine if stock or cash shall be released for such purpose. In addition, the Bank may allocate no more than 1.5% of the aforementioned amount as remuneration to the Directors and Supervisors. The distribution of remuneration to employees and directors should be reported in the shareholders’ meeting. If the Bank has accumulated deficit, an equivalent amount should be reserved for making up such loss, then the remuneration to employees and directors can be appropriated in accordance with the ratio stated in the preceding paragraph thereafter. Article 36 The Bank’s annual earnings, if any, should be applied to pay tax, make up losses, and appropriate a 30% legal reserve; however, if the legal reserve is equivalent to the amount of the Bank’s paid-in capital, no legal reserve will be appropriated. The remaining amount will then be applied to appropriate or reverse special reserves in accordance with the law and regulations. The	Article 35 If the Bank has a surplus in account settlement of the fiscal year, the Bank shall pay income tax as required by law and cover the loss carried forward,	1. In response to the enactment of Article 235-1 and the amendment of Article 235 and Article 240 (see the Attachment) of the Company Law, the Company shall prescribe in the Articles of Association to have a fixed amount or ratio of the annual earnings appropriated as remuneration to employees and directors. The so-called annual earnings refer to the net income before tax and before deducting remuneration to employees and directors. Also, based on the financial statements audited by the CPAs, amend the text of Article 235 Paragraph 1 regarding remuneration to
	followed by the allocation of 30% as legal reserve, and to allocate mandatory provision and reversal of retained earnings. The remainder will be paid out as employee bonus from 1% to 3% while the remuneration to the Directors shall not exceed 1.5% with the Board of Directors being authorized to determine the payment within the aforementioned range on an
	annual basis. If there is still a remainder, accumulate with the undistributed earnings of the previous year and map out a plan for the distribution of the earnings.

Clauses after the amendment	Original clause	Remark
remaining balance amount, if any, plus the accumulated unappropriated earnings will be distributed as dividends to shareholders and bonuses according to the proposal of the Board of Directors and the resolution reached in the shareholders’ meeting. For the earnings distribution proposed to the Board of Directors in the shareholders’ meeting for resolution in the preceding paragraph, a working capital should be reserved first according to the changes in the operating environment, business operation, and investment, the ratio of cash and stock dividends should be proposed,of which, cash dividends should not be less than 10% of the total dividend amount. If the capital adequacy ratio fails to reach the legal ratio, the earnings shall be allocated in accordance with the Banking Act and the competent authority’s requirements.	The Board shall retain the required fund subject to the change of operating	employees and directors and the appropriation ratio. 2. Article 36 is newly enacted with Article 35 Paragraph 1 regarding earnings distributions and Paragraph 2 and 3 included. In addition, since the articles of association of many companies in this industry are without the precondition of having a dividend that has not reached a certain amount paid with the stock dividend entirely, the relevant text is deleted and the clause is amended.
	environment, operation and investment needs before proposing the
	proportion between cash and stock Dividends for the approval of the shareholders’meeting: 1. The cash dividends shall be no less than 10% of the Dividends and bonus allocated to shareholders. 2. Notwithstanding, if the Dividends are allocated at less than or equal to NTD 0.3 per share, the earnings may be allocated in the form of stock Dividends in full. If the capital adequacy ratio fails to reach the legal ratio, the earnings shall be allocated in accordance with the Banking Act and the competent authority’s requirements.
Article37Omitted Article38Omitted Article39Omitted	Article36Omitted Article37Omitted Article38Omitted	The order of clauses is rearranged.

Management Presentation (Company Reports)

Management Presentation (Company Reports) Report No. 1

The 2015 Business Reports (Please refer to Page 10~13 of the Annual Meeting Handbook)

The 2015 Business Report

I. Business result in 2015
(I) Domestic and foreign financial environment

Global economic performance in 2015 was moderate. However, the rise in interest rates in the US and the sustained QE policy in Japan and the Euro Zone hampered the performance of the global money market. Furthermore, the depreciation of the RMB triggered the depreciations of the currencies in many newly emerged economies. It was echoed with the continued decline of international oil price. The result is turbulence in international stock markets. As such, the economic outlook worldwide is clouded with uncertainties. The slowdown of economic growth in Taiwan compelled the Central Bank to cut interest rate. In early 2016, prominent economic forecasting institutions are still cautious in their points of view, but they tended to be positive about the economic recovery in the US, Japan, and the EU. With the intensification of competition across the straits in industry and international trade, the Directorate-General of Budget, Accounting and Statistics of Executive Yuan hold conservative view about the economic outlook of the year and projected economic growth at only 1.47%.

(II) Changes in organization
The Bank established the “Consumer Banking Department” in November 2015 with a view to the reinforcement of the foundation for the development of its core business and the size of private banking to speed up the expansion in the territory of consumer banking.
The “Treasury Marketing Department” was established in December 2015 aiming at the development of financial products and services and the financial investment market to satisfy the institutional investors and corporate accounts in flexible asset allocation.
(III) Operating result of business plans and strategies
In 2015, TC Bank had corporate earnings amounting to NTD3.477 billion with ROE at 9.19%. Total assets amounted to NTD575.631 billion, which indicated growth of NTD45.58 billion from the same period of the previous year.
TC Bank has planned to further refine the professional division of labor among the sale personnel and business in order to build up a professional marketing model. This is the response to the significant change in market environment and meeting the needs of business expansion for a wider array of income sources to the Bank. In concrete term, the Bank will fortify the strength of its front line staff and related operation personnel with focus on the development of relevant functional areas of banking.
Under the “Facilitation of Financing the Small and Medium Enterprises by Domestic Banks” (8[th] Tier), TC Bank has been conferred the Balanced Regional Development Award in Financing Small and Medium Enterprises. With the incentives provided, the Bank adjusted its existing channels by establishing Datong Branch so that there are 11 branches in Greater Taipei Area. With this network, the services across the country could be better developed.
In 2015, asset quality of the Bank met the regulatory standard of the competent authority under the cautious risk management and lending policies of the Bank, including the ratio of the provision of Class I loan asset, NPL rate, and capital adequacy ratio. With strict discipline for the regulation of trade and a viable system
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for risk control, the Bank can maintain stability and vitality in the position of financial assets and overall financial position.

From 2015 onward, the Bank started to offer the “LOHAS Retirement Trust” to meet the needs of the aging society and declining birth rate. This program also aims at the caring of the social misfortunes and is the support to the advocacy of the Financial Supervisory Commission (FSC) in launching the “Trust Service for the Elderly and the Handicapped”. Through the function of trust, the elderly and the handicapped could have the peace of mind over their property and care. This is the manifestation of corporate social responsibility of the Bank.
The TC Bank Financing and Leasing (Suzhou) Co., Ltd. has established 2 branches in Zhengzhou and Changsha, respectively. These branches connected the locations at Suzhou, Xiamen, and Chengdu and expanded the business territory of leasing and financial to Mainland China.
(IV) Budget execution in December 2015
The average deposit balance (including foreign currency) amounted to NTD 501.996 billion. The budget achievement rate was 107.23%, representing 10.91% growth from the NTD 452,625 billion in December 2014.
The average loan balance (including foreign currencies but excluding bank guarantee and acceptance) amounted to NTD392.674 billion, an increase of 1.67% or NTD6.435 billion from December of 2014.
Foreign currency deposits amounted to US$1.220 billion. The budget achievement rate was 106.42%, representing 28.58% growth from the US$0.949 billion in December 2014.
Wealth management service fees amounted to NTD 1.805 billion in 2015, representing 3.56% growth from the NTD 1.743 billion in 2015.
(V) Financial income and expenditure, and profitability analysis
In 2015, the consolidated earnings before taxation amounted to NTD4.13656 billion and the consolidated corporate earnings amounted to NTD3.47703 billion. Earnings per share after taxation are NTD1.14. The EPS of the Bank has been higher than NTD1 for 4 consecutive years.
KPI: Key Performance Indicator

Indicators	2015
Capital adequacyratio(BIS)	11.94%
Return on Assets(ROA)	0.63%
Return on Equity (ROE)	9.19%
Earnings Per Share(EPS)	NTD1.14
NPL ratio	0.33%
Coverage ratio	475.41%

Information about the most recent credit rating

Date of rating	Credit rating	Credit rating
	Long-term	Short-term	Outlook
2015.9.25	A-(twn)	F2(twn)	Stable

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(VI) R&D

  - FSC launched the “Digital Banking 3.0” whereby 12 items of online business were offered, including know-your-customer (KYC), investment risk attribute test, and trust referral statement of consent. TC Bank has fully launched the business in October 2015 with the gravity in upgrading customer service. The Bank will continue its blueprint in the development of digital banking, from innovative Internet banking service, financial big data analysis and application, and the prevailing use of mobile payment application to help to keep abreast of the trend of digital development and upgrading the competitive power.

II. Effect of external competitive environment, laws & regulations and entire business environment
(I) The Bank has made its policies in fortifying anti-money laundering and fighting the financing of terrorism, and building up a viable system for internal control and internal audit. This policy will help to bolster the regulatory effort for the effective control of the risk deriving from money laundering and financing terrorism of the customers.
(II) The Bank values the protection of financial consumers by taking positive action thereby established the “Best Practice Principle for Equal Treatment of Customers in Banking Service” in accordance with the requirement of the competent authority. Under these principles, the Bank will give fair and reasonable treatment of all financial consumers in the overall transactions of banking services and products.

III. Future development strategies

In 2016, the Bank will continue its business principles of “Stable Growth in Volume with More Profit” and “Advancement in Stable Paces” to enlarge the asset size of the Bank through stable paces. With firm establishment in Taiwan, the Bank will expand in Asia-Pacific and satisfy the needs of Taiwan business in the trend of “globalization”. Business development will be launched in the areas of “corporate banking”, “consumer banking”, “wealth management” and “TMU” operation as the core portion for profit growth.

IV. Summary of business plan 2016

(I) Bolster the core business of foreign exchange, TMU, wealth management and consumer banking. The Bank has a solid foundation in corporate banking, and will make use of this advantage to further develop foreign exchange and reduce the cost of capital. In addition, the Bank will also advocate TMU and wealth management for more commission incomes. The development of small-cap line of credit and micro enterprises financing will help to improve interest spread in loans. These will contribute to the increase of incomes from interest and non-interest sources.
(II) Develop and launch new products to fortify the competitive power in wealth management. Expand the team of wealth management and train good people for higher professional standing so as to strength the management of channels and bring momentum to the operations of the branches.
(III) Establish more designated banking location for foreign exchange business and fortify the overall banking service function to satisfy the needs of the customers in global capital management and trade financing. The Bank will continue to establish more branches running designated foreign exchange business in full-range.
(IV) Continue to optimize the service of digital banks and fortify the function of services through virtual channels. In the wake of the development of digital banking, the Bank
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seeks to develop eCommerce and mobile payment business and better business opportunities from online capital flow and commission income.

(V) Adjust the allocation and structure of assets and liabilities and pursue proper risk management policies to maintain “capital adequacy ratio” as the primary goal basing on which the Bank will allocate its resources to deposits, loans, and investment. The Bank also adopts the mindset of risk offsetting, monitoring of market risk and change in asset quality, efficient use of capital and reasonable use of return for the improvement of management quality in the operation.
(VI) The Bank will demonstrate its strength given by its advantage in diversified operation, and reinforce cooperation for the promotion of multilateral financial services. With an edge of organizational structure of the parent firm and the collaboration among the branches in promotion, the Bank emphasizes the internal inter-selling system with the availability of insurance, investment trust, securities and leasing service to the customers under “one-stop shopping”. Through the CRM system, the Bank could develop more business opportunities and further cultivate the business transactions with preferred customers.
(VII) The Bank, while facing a rapidly changing financial environment, will continue to base itself on the operational precondition of “compliance, risk management, and performance management” to work towards the objectives of “becoming one of the top banks” and towards the ultimate goal of becoming a role model to domestic banks.
(VIII) Expected business objectives

Scope of business	Targets of December 2016
Deposits (including foreign currencies)	Average balance amounted to NTD 520,137 million.
Lending (including foreign currencies)	Average balance amounted to NTD 423,696 million.
Foreign Exchanges Operations	Annual amount USD15,850 million

2016 is the year of hope and challenge. The Bank will provide service to the public under the spirit of "Hearty Service to Its Entirety” with the concern for corporate social responsibility. In addition to customer service, profit growth, and capital management, the Bank also seeks to provide a diversity of services to the needs and dynamics of the customers and to upgrade customer satisfaction, bolster competitive power in market, and its corporate image. These will be essential for creating investment value for the shareholders and is the gratitude to all shareholders for their support and encouragement.

Best regards,

To All Shareholders

May I wish you all good health and good luck.

President____Chairman____

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Management Presentation (Company Reports) Report No. 2

Audit Committee’s Review Report on the 2015 Financial Statements Please refer to Page 14 of the Annual Meeting Handbook

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Taichung Commercial Bank Co., Ltd. Audit Report of the Auditing Committee

The financial statements of individual entities of the Bank and the consolidated financial statement of the Bank covering FY2015 were audited by Deloitte Taiwan with the issuance of Auditors’ Report. The audited financial statements and the report on operation and proposal for distribution of earnings have been audited by the Auditing Committee of the Banking and confirmed that they are fairly presented. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby present the aforementioned statements and reports for ratification.

To:

2016 Shareholders’ meeting, Taichung Commercial Bank Co. Ltd.

Audit Committee

Independent director

March 8, 2016

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Management Presentation (Company Reports) Report No. 3

The 2015 distribution of remuneration to employees and directors

Description: The Company’s 2015 CPA audited net income before tax excluding the estimated remuneration to employees and directors and income tax expense amounted to NTD4,143,833 thousand. The Audit Committee suggested having the remuneration to directors distributed at a rate of 1.45%. The distribution of remuneration to employees and directors at the rate of 0.55% and 1.45% of the annual earnings referred to above amounted to NTD22,060,677 and NTD58,159,967, respectively, which was paid in cash. The difference between the distribution amount referred to above and the estimated amount in 2015 is adjusted to the net income before tax of the current year.

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Management Presentation (Company Reports) Report No. 4

The 2015 authorized offering and issuance of perpetual non-cumulative subordinated financial bonds (Please refer to Page 18~19 of the Annual Meeting Handbook)

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TAICHUNG COMMERCIAL BANK had no perpetual non-cumulative subordinated financial bonds in 2015

I. Reasons for issuance:

To strengthen the financial structure and improve the capital adequacy ratio in order to normalize business development, an application was filed with the Financial Supervisory Commission (FSC) in 2015 for issuing NTD1.5 billion of perpetual non-cumulative subordinated financial bonds that was effective with the FSC.Bill.Zi No. 10400200460 Letter dated August 26, 2015 and FSC.Bill.Zi No. 10400251970 Letter dated October 28, 2015 issued by the Financial Supervisory Commission; also it was issued for OTC trading on December 28, 2015.

II. Bond Information:

2015. Bond Information:
	2015
Bond issues	2015Q1
Bond code	G13012
Issue Date	2015/12/28
Duration	No maturitydate
Maturitydate	No maturitydate
Placement	Underwriters are not commissioned for public offering
Bond listing	OTC
Listing/ issuinglocation	Taiwan R.O.C.
Issuingcurrency	NTD
Total Issued	NTD 150 million
ListingDate	2015/12/28
Bond abbreviation	P04 TaichungCommercial Bank 1
Coupon rate:	Floatingannual rate: 4.28%
Interest bearing and payment method	Annual interest is accrued at a simple interest rate andpaid once ayear.
The interest rate reset date	104/12/24
The next interest rate reset date	105/12/26

*Annual interest payable:

nnual interest payable:
Subordinated financial bonds annual interest payment	Unit: NTD thousand
Bond issues	2015Q1
Total Issued	1,500,000
Coupon rate	4.28%
The total annual interestpayment	64,200

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III. Subscription object: Professional institutional investors

IV. Fund utilization efficiency:

The stock shares of the project were issued fully on December 28, 2015 for OTC trading with the collected funds fully used to replenish working capital, to support the loaning of funds, and to enhance the Company’s capital adequacy ratio. The Class I capital ratio and common stock equity ratio were substantially strengthened and the Company’s capital structure was improved.

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Management Presentation (Company Reports) Report No. 5

The 2015 issuance of stock shares for cash capitalization (Please refer to Page 21~22 of the Annual Meeting Handbook)

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Taichung Bank’s 2015 Stock Issuance for Cash Capitalization report

The Company’s 2015 cash capitalization for NTD1.5 billion was effective with the FSC.Far.Zi No. 1040033134 Letter dated September 1, 2015 issued by the Financial Supervisory Commission.

I. Number of shares distributed:

The issuance of 150,000 thousand stock shares for cash capitalization was resolved in the 9[th] Board Meeting of Session Twenty-Two on June 17, 2015. According to Article 267 of the Company Law, 22,500 thousand stock shares (15% of the new issuance) should be reserved for the subscription of the employees. Also, according to Article 28-1 of the Securities Exchange Act, 15,000 thousand stock shares (10% of the current issuance) should be appropriated for public subscription sales. The remaining 112,500 thousand stock shares (75% of the total issued shares) are to be subscribed proportionally to the shareholding ratio by the current shareholders on the shareholder registry (37.0797 shares can be subscribed to per 1,000 shares held). If the existing shareholder’s shareholding is insufficient to subscribe to one share proportionally, the shareholder may have a stock share subscribed jointly with other shareholders or have the odd shares consolidated for subscription by one shareholder. The fractional share and the waiver of subscribing new shares exercised by the existing shareholders can be subscribed to by the specific individual arranged by the Chairman.

II. Determination of issue price:

The current issue price is determined in accordance with Article 6 Paragraph 1 “If underwriters counsel the listed/OTC companies to issue common stock share for cash capitalization through public offering, the issue price prior to reporting to the Financial Supervisory Commission and five business days before the ex-right date may not be less than 70% of the average stock price derived from the common stock simple arithmetic average closing price net of the stock dividend ex-right (or de-capitalization ex-right) and ex-interest on the first, third, or fifth business day” of the “Taiwan Securities Association Self-Regulatory Rules on Guidelines for Underwriters Mandated to Assist the Listed/OTC Companies in Offering and Issuing Securities.”』

The ex-right trading day of this project was on October 14, 2015. In complying with the provisions stated in the preceding paragraph, the issue price of NTD10 par was determined on October 6, 2015 and was resolved in the 13[th] Board Meeting of Session twenty-two on October 6, 2015.

III. Stock subscription:

A total of 150,000 thousand stock shares were issued for cash capitalization

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with the subscription proceeds collected in full and with the “full collection” certificate issued by Deloitte Taiwan and listed for trade on December 3, 2015.

IV. Funds application plan and projects, progress, and effect:
(I) Funds application plan and project:

The cash capitalization is to replenish working capital for supporting loaning of funds; strengthening the Bank’s financial structure, and enhancing the capital adequacy ratio.

(II) Fund application progress:

It was fully used for replenishing working capital and supporting loaning of funds before 2015Q4.

(III) Fund utilization efficiency:
(1) Enhancing loaning of funds business:

The funds raised currently are entirely used for loaning of funds business and expanding business scale. Interest income for an average amount of NTD37,650 thousand can be accrued annually at the end of November 2015 based on the assumed loan rate of 2.51%.

(2) Strengthen the structure of capital:

The Company had successfully issued common stock shares for capitalization of NTD1.5 billion; therefore, the common stock capital had reached NTD31,840,027,130 and total capital has reached NTD43,200,000,000 with the Bank’s capital adequacy ratio, Class I capital ratio, and common stock equity ratio improved, thus substantially strengthening and upgrading the Company’s capital structure.

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Management Presentation (Company Reports) Report No. 6

The Bank’s “Procedural Rules of for Shareholders Meetings” amendments

Explanation:

I. Article 7 of the “Procedural Rules for Board of Directors Meetings of Taichung Commercial Bank” was amended in response to the “Corporate Governance
Best-Practice Principles for Taichung Commercial Bank.”
II. The Bank has already established the Audit Committee to replace the supervisor system; therefore, the wording “supervisor” in the “Procedural Rules for Board of Directors Meetings” was deleted, and the text of Article 3 and Article 17 were amended.
III. The “Procedural Rules for Board of Directors Meetings” amendment before and after (Please refer to Page 23~26 of the Annual Meeting Handbook)
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The “Procedural Rules for Board of Directors Meetings of Taichung Commercial Bank” amendment before and after

Clauses after the amendment	Existingclauses	Remark
Article 3 Paragraph 2 State the reasons for convening the meeting with the directors notified seven days in advance. An extraordinary meeting can be convened at any time due to an emergency or in response to the request of a majority of the directors.	Article 3 Paragraph 2 State the reasons for convening the meeting with the directorsand supervisorsnotified seven days in advance. An extraordinary meeting can be convened at any time due to an emergency or in response to the request of a majority of the directors.	The Bank has already established the Audit Committee to replace the supervisor system; therefore, the wording “supervisor” was deleted.
Article 7 The Bank should have the following matters proposed to the Board of Directors for discussion. I. The Bank’s business plans; II. Annual financial reports and semi-annual financial reports; But the semi-annual financial report is not required by law and regulations to be audited by the CPAs; therefore, it is not subject to this requirement. III. The internal control system is to be enacted or amended in accordance with Article 14-1 of the Securities Exchange Act. IV. The Procedures for the Acquisition and Disposal of Assets, the trade of derivatives, loaning of funds, making of endorsement/guarantees, and other significant financial business acts should be enacted or amended in accordance with Article 36-1 of the Securities Exchange Act. V. Offer, issuance, or private placement of equity-based marketable securities VI. The appointment and dismissal of the officer of Finance, Accounting,Risk Management, Compliance, and Internal Audit Office VII. Donation to a related party or a significant donation to a non-related party However, the charitable donation for an	Article 7 The Bank should have the following matters proposed to the Board of Directors for discussion. I. The Bank’s business plans; II. Annual financial reports and semi-annual financial reports; But the semi-annual financial report is not required by law and regulations to be audited by the CPAs; therefore, it is not subject to this requirement. III. The internal control system is to be enacted or amended in accordance with Article 14-1 of the Securities Exchange Act. IV. The Procedures for the Acquisition and Disposal of Assets, the trade of derivatives, loaning of funds, making of endorsement/guarantees, and other significant financial business acts should be enacted or amended in accordance with Article 36-1 of the Securities Exchange Act. V. Offer, issuance, or private placement of equity-based marketable securities VI. The appointment and dismissal of the Finance, Accounting, or Internal Audit Officer; VII. Donation to a related party or a significant donation to a non-related party However, the charitable donation for an	Include the appointment and dismissal of the Risk Management Officer and Compliance Officer in Paragraph 1 Section 6, enact Paragraph 1 Section 8, and rearrange the order of clauses in accordance with the “Corporate Governance Best-Practice Principles for Taichung Commercial Bank.” Also, enact Paragraph 6 by referring to the “○○ Co., Ltd. Procedural Rules for Board of Directors Meetings.”

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Clauses after the amendment	Existingclauses	Remark
emergency relief of major natural disasters may be submitted in the next Board meeting for ratification. VIII. Performance evaluation criteria and remuneration standards of the management, and remuneration structure and system of the Board of Directors IX. The matters to be resolved in the shareholders’ meeting or Board meeting in accordance with Article 14-3 of the Securities Exchange Act, the other law and regulations, or the Articles of Association, or the major matters to be resolved in accordance with the requirements of the competent authorities; The “related party” in Paragraph 7 in the preceding paragraph refers to the “related party” described in the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.” The alleged “significant donation to a non-related party” refers to the donation amount of each transaction or the cumulative donation amount to one donee within one year for over NTD100 million, 1% of the net operating income stated in the most recent financial report audited by the CPAs, or 5% of the paid-in capital. The alleged “within one year” in the preceding paragraph is the year prior to the current Board meeting convening date, retroactively; also, the proposal that is already resolved in the Board meeting is not subject to this requirement. For a foreign company’s stock share without a par value or without a NTD10 par value, the criteria of “5% of paid-in capital” stated in Paragraph 2 in the preceding paragraph will be replaced with	emergency relief of major natural disasters may be submitted in the next Board meeting for ratification. VIII.The matters to be resolved in the shareholders’ meeting or Board meeting in accordance with Article 14-3 of the Securities Exchange Act, the other laws and regulations, or the Articles of Association, or the major matters to be resolved in accordance with the requirements of the competent authorities; The “related party” in Paragraph 7 in the preceding paragraph refers to the “related party” described in the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.” The alleged “significant donation to a non-related party” refers to the donation amount of each transaction or the cumulative donation amount to one donee within one year for over NTD100 million, 1% of the net operating income stated in the most recent financial report audited by the CPAs, or 5% of the paid-in capital. The alleged “within one year” in the preceding paragraph is the year prior to the current Board meeting convening date, retroactively; also, the proposal that is already resolved in the Board meeting is not subject to this requirement. For a foreign company’s stock share without a par value or without a NTD10 par value, the criteria of “5% of paid-in capital” stated in Paragraph 2 in the preceding paragraph will be replaced with

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Clauses after the amendment	Existingclauses	Remark
“2.5% of shareholders’ equity.” If the Bank has independent directors appointed, for the matters to be resolved in the Board meeting in accordance with Article 14-3 of the Securities Exchange Act, the independent directors should attend the Board meeting in person or have other independent directors attend the meeting by proxy. The objections or reservations, if any, of the independent directors should be detailed in the minutes of the Board meeting. If the independent directors cannot attend the Board meeting in person to express their objections or reservations, in addition to being justified, they shall issue a written opinion in advance to be detailed in the minutes of Board meeting. The resolutions reached in the board	“2.5% of shareholders’ equity.” If the Bank has independent directors appointed, for the matters to be resolved in the Board meeting in accordance with Article 14-3 of the Securities Exchange Act, the independent directors should attend the Board meeting in person or have other independent directors attend the meeting by proxy. The objections or reservations, if any, of the independent directors should be detailed in the minutes of the Board meeting. If the independent directors cannot attend the Board meeting in person to express their objections or reservations, in addition to being justified, they shall issue a written opinion in advance to be detailed in the minutes of Board meeting.
meeting that are subject to the following circumstances should be documented in the minutes of the meeting and disclosed on the reporting system designated by the competent authorities within two days from the board meeting date: I. The objections or reservations of the independent directors that are recorded or in writing; II. The matters that are not approved by the Audit Committee, but with the consent of two thirds of the Board of Directors;
days
I.
II.

Article 17 Paragraph 1 The Bank’s minutes of the Board meeting should be prepared with the following matters included: I. (Omitted) II. (Omitted) III. (Omitted) IV. (Omitted) V. (Omitted) VI. (Omitted) VII. Issues to be discussed: The resolution methods and results of each motion,the statement	Article 17 Paragraph 1 The Bank’s minutes of the Board meeting should be prepared with the following matters included: I. (Omitted) II. (Omitted) III. (Omitted) IV. (Omitted) V. (Omitted) VI. (Omitted) VII. Issues to be discussed: The resolution methods and results of each motion,the statement	The Bank has already established the Audit Committee to replace the supervisor system; therefore, the wording “supervisor” was deleted.

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Clauses after the amendment		Existingclauses	Remark
summary of the directors, specialists, and others, the names of the directors who are stakeholders according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, objections or reservations in writing or documented, and the written statements and written opinions of independent directors issued pursuant to Article 7 Paragraph 5; VIII. Extraordinary Motion: The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are stakeholders according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, and objections or reservations in writing or documented; IX. (Omitted) Article 17 Paragraph 4 The presiding Chairman and the clerk must sign the minutes of the meeting. In addition, it should be distributed to all directors within twenty days after the meeting. The minutes of the meeting should be classified as an important document of the Bank and should be properly reserved throughout the duration of the Bank.	summary of the directors, supervisors,specialists, and others, the names of the directors who are stakeholders according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, objections or reservations in writing or documented, and the written statements and opinions of independent directors issued pursuant to Article 7 Paragraph 5; VIII. Extraordinary Motion: The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, supervisors,specialists, and others, the names of the directors who are stakeholders according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, and objections or reservations in writing or documented; IX. (Omitted) Article 17 Paragraph 4 The presiding Chairman and the clerk must sign the minutes of the meeting. In addition, it should be distributed to all directorsand supervisorswithin twenty days after the meeting. The minutes of the meeting should be classified as an important document of the Bank and should be properly reserved throughout the duration of the Bank.

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Management Presentation (Company Reports) Report No. 7

The advocacy of Article 25 of the Banking Law

Description: I. According to the Jin.Kwong.Yin (VI) Zi. No. 09460011531 Letter dated December 28, 2005 by the Financial Supervisory Commission, Article 25 of the Banking Law must be implemented effectively; also, the advocacy of the related regulations to shareholders must be enhanced, and shareholders’ shall be aware of the relevant provisions.
II. If the Bank’s shareholders are in violation of Article 25 Paragraph 2, Paragraph 3, and Paragraph 5 of the Banking Law and failed to report to or receive approval from the competent authorities for the shareholding, a fine for an amount of NTD2 million ~ NTD10 million will be levied in accordance with Article 128 Paragraph 3 of the Banking Law.
III. Articles 25 of the Banking Act Please refer to Page 28 of the Annual Meeting Handbook
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Articles 25 of the Banking Act

I. Bank stocks shares should be in a registered form.
II. The same person or same concerned party holding issued shares with voting rights over 5% of the bank independently, jointly, or totally shall report it to the competent authorities within ten days from the holding date; also, a cumulative increase or decrease over 1% beyond the 5% threshold should also be reported to the competent authorities.
III. The same person or same concerned party planning to hold issued shares with voting rights over 10%, 25%, or 50% of the bank independently, jointly, or totally shall report it to the competent authorities for approval in advance respectively.
IV. A third party that has held stock shares for the same person or same concerned party by trust, commission or other contract, agreement, or authorization should be included as the “same concerned party” for consideration.
V. Before the implementation of the Banking Law amendment amended on December 9, 2008, the same person or same concerned party holding issued shares with voting rights over 5% but less than 15% of the bank independently, jointly, or totally shall report it to the competent authorities within six months from the date implementing the amendment; also, the shareholding ratio at the time of reporting can be maintained if it is reported to the competent authorities within the time limit. Shareholders who have held over 10% stock shares originally shall report to the competent authorities for approval in advance before subscribing to additional stock shares for first-time capitalization.
VI. The competent authorities are to determine the qualification conditions, submittals, number of shares to acquire, purpose, fund source, and other compliances for the same person or same concerned party applying for approval in accordance with Paragraph 3 or the proviso in the preceding paragraph.
VII. Failure in reporting to the competent authorities in accordance with Paragraph 2, Paragraph 3, or Paragraph 5 or for the approved shareholding of shares with voting rights, or shareholding beyond the threshold will not have voting rights and will be disposed of before the deadline upon the request of the competent authorities.
VIII. If the same person or the shareholders and their spouse and minor children hold issued shares with voting rights over 1% of a bank jointly, it should be reported to the Bank by the shareholder.
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Proposals

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Proposal No. 1

Proposal: The 2015 Business Report and Financial Statements are presented for adoption.

Explanation: The Board of Directors of the Bank has passed the Report on Operation, Financial Statements of individual entities and consolidated financial statements of the Bank covering FY2015 (refer to pp.10~13 and 46~63 Annual Meeting Handbook) subject to the finalization of the Auditing Committee.

Resolutions:

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Proposal No. 2

Proposal: The 2015 Profit Distribution Proposal is presented for adoption.

Explanation:

I. The Company’s 2015 net income amounted to NTD3,477,032,422.49, plus the beginning unappropriated earnings of NTD1,693,355.82, and a credit of NTD134,494,030 adjusted in accordance with the 2013 edition TIFRS “Employee Benefits” for the first time, plus the 2015 defined benefit plan re-measured credit amount of NTD268,453,439, then, NTD922,733,492.79 (30% of the total amount) was appropriated as the legal reserve. The distributable amount was NTD2,153,044,816.52 to be distributed as follows:
(I) Shareholder dividends – stock dividends (NTD0.17 per share): NTD541,280,470.
(II) Shareholder dividends – cash dividend (NTD0.50 per share): NTD1,592,001,357.
II. Taichung Commercial Bank 2015 Profit Distribution Statement. Please refer to Page 33 of the Annual Meeting Handbook

Resolutions:

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Taichung Commercial Bank Co., Ltd.

Earnings Distribution Statement

2015

Unit: NTD

Unappropriated earnings - $ 1,693,355.82 beginning Effect of retroactive applicability and (134,494,030.00) recompilation Adjusted unappropriated earnings (132,800,674.18) - beginning The defined benefit plans re-measured amount is recognized in (268,453,439.00) the “retained earnings” account. Adjusted unappropriated earnings (401,254,113.18) Net income 3,477,032,422.49 Legal reserve appropriated (922,733,492.79) Current distributable earnings 2,153,044,816.52 Distributions Shareholder dividends – stock (NTD0.17/share) 541,280,470 Shareholder dividends – cash 2,133,281,827.00 (NTD0.5/share) 1,592,001,357 Unappropriated earnings - ending $ 19,762,989.52

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Discussions

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Discussion No. 2

Proposal: Proposing to have new shares issued through capitalization of earnings, please proceed to discuss.

Explanation:

I. The Company for business needs plans to appropriate stock dividends of NTD541,280,470 from the 2015 distributable earnings with 54,128,047 shares issued at the ratio of 17 shares distributed per thousand shares at NTD10 par.
II. The earnings distribution is calculated in accordance with the shareholders and their respective shareholding ratio in the register of shareholders. Fractional share distribution is to be consolidated by shareholders and registered with the Company’s Stock Department for stock consolidation within five days from the record date. Fractional share that is not consolidated or remains a fractional share after consolidation should be paid with an equivalent cash amount (rounded up to the dollar). Fractional shares will be purchased by persons arranged by the Chairman as authorized by the Board. In the event that the total number of outstanding shares in circulation and the shareholders’ dividend ratio are affected as a result of the company’s issuing new shares or financial bonds conversion through capitalization, employee’s exercising warrants, repurchasing shares of the Company or transferring treasury shares to employees and canceling treasury shares, it is proposed to authorize the Board of Directors in the meeting of shareholders to arrange the necessary adjustments.
III. The capitalization of retained earnings into new shares is pending on the final approval of the General Meeting of Shareholders and the approval of the competent authority. Once approved, the General Meeting of Shareholders is requested to authorize the Board of Directors to set the dividend day.
IV. The terms and conditions of the capitalization of retained earnings into new shares may be subject to alteration at the request of the competent authority. The General Meeting of Shareholders is requested to authorize the Board of Directors with full power of attorney to make such alteration as per the request of the competent authority.
V. The shareholder’s rights and obligations for the new shares are the same as those of the existing shares.
VI. The new shares issued through capitalization in accordance with Article 10 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers are without a delivered printed stock but by a book-entry delivery.

Resolutions:

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Discussions No. 3

Proposal: Amendment to the Operational Procedures for the Acquisition and Disposal of Assets, please proceed to discuss.

Explanation: I. The gravity of amendment for this instance is shown below:
- (I) The Audit Committee is setup in accordance with the “Articles of Association” in this industry. The Audit Committee related regulations in the “Procedures for the Acquisition or Disposal of Assets” (referred to as “the Procedures” hereinafter) are amended accordingly.
- (II) According to Article 7 and Article 30 of the “Rules Governing the Acquisition or Disposal of Assets by Public Companies;” also, considering the different business responsibilities and powers of the subsidiaries, Article 9 of the Procedures regarding the control procedure for a subsidiary’s acquisition or disposal of assets is amended; also, Article 9 Paragraph 4 regarding a subsidiary’s handling announcements and reporting related matters is enacted.
- (III) The auditing guidelines for derivative financial instruments has been regulated in the “Rules Governing Internal Operating Systems and Procedures of Derivative Financial Instruments by Banks” and “Rules Governing the Implementation of Internal Control and Audit Systems by Financial Holding Companies and the Banking Industry;” so Article 21 of the Procedures regarding the audit procedures for the internal audit of the derivatives trade conducted by the Trade Department is amended.
II. The comparison table of the Operational Procedures for the Acquisition and Disposal of Assets before and after amendments (Please refer to Page 37~44 of the Annual Meeting Handbook)

Resolutions:

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The comparison table of the Operational Procedures for the Acquisition and Disposal of Assets before and after amendments

Clauses after the amendment	Existing clauses	Remark
Article 6: The assessment and operating procedure of the Company’s acquisition or disposal of assets is as follows: 1. For the Company’s acquisition or disposal of assets, the organizing unit shall have the reason, underlying subject, counterparty, transfer price, collection and payment terms, and price reference presented for approval in accordance with the Company’s decentralization of responsibility. 2. If the Company’s acquisition or disposal of assets must be approved by the Board in accordance with the Procedures or other legal requirements and if any of the director’s objections is recorded or expressed in writing, the Company shall have the objections of directors forwarded toAudit Committee. 3. When the acquisition or disposal of assets is proposed to the Board for discussion in accordance with Paragraph 2, should fully consider the views of the independent directors. The objections or reservations of independent directors, if any, should be stated in the minutes of the Board meeting. 4. The establishment or amendment of the “Operational Procedures for Acquisition and Disposal of Assets” must be with the consent of the majority members of the Audit Committee and presented to the Board for resolution. 5. The establishment or amendment of the “Operational Procedures for Acquisition and Disposal of Assets” referred to above that is without the consent of the majority members of the Audit Committee must be with the consent of more than two-thirds	Article 6: The assessment and operating procedure of the Company’s acquisition or disposal of assets is as follows: 1. For the Company’s acquisition or disposal of assets, the organizing unit shall have the reason, underlying subject, counterparty, transfer price, collection and payment terms, and price reference presented for approval in accordance with the Company’s decentralization of responsibility. 2. If the Company’s acquisition or disposal of assets must be approved by the Board in accordance with the Procedures or other legal requirements and if any of the director’s objections is recorded or expressed in writing, the Company shall have the objections of directors forwarded to each supervisor. 3. When the acquisition or disposal of assets is proposed to the Board for discussion in accordance with Paragraph 2, should fully consider the views of the independent directors. The objections or reservations of independent directors, if any, should be stated in the minutes of the Board meeting. 4. The establishment or amendment of the “Operational Procedures for Acquisition and Disposal of Assets” must be with the consent of the majority members of the Audit Committee and presented to the Board for resolution. 5. The establishment or amendment of the “Operational Procedures for Acquisition and Disposal of Assets” referred to above that is without the consent of the majority members of the Audit Committee must be with the consent of more than two-thirds	The Audit Committee is established in accordance with the “Articles of Association.”

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of all the directors and the resolution of the Audit Committee shall be stated in the minutes of the Board meeting. 6. The members of the Audit Committee referred to in Paragraph 4 and the directors alleged in the preceding paragraph refer to the incumbents. 7. The acquisition or disposal of the asset is to be processed in accordance with the relevant provisions of the Company’s internal control system. The offending personnel of a severe violation should be penalized accordingly. Article 9: The control procedure for the subsidiary’s acquisition or disposal of assets 1. Subsidiaries should have the “Procedures for the Acquisition or Disposal of Assets”enacted and implemented in accordance with the relevant regulations and the requirements of the competent authorities. 2. A subsidiary’s acquisition or disposal of assets should be processed in accordance with the subsidiary’s provisions of powers and responsibilities. 3. Subsidiaries should properly check if the procedures for the acquisition or disposal of assets are in compliance with the relevant laws and regulations; also, if all the related matters are handled in accordance with the Procedures. The Company’s internal auditor should review the subsidiary’s audit report or discretionary inspection. 4. The Company may have an announcement and report made on behalf of a subsidiary in accordance with Article 34.	of all the directors and the resolution of the Audit Committee shall be stated in the minutes of the Board meeting. 6. The members of the Audit Committee referred to in Paragraph 4 and the directors alleged in the preceding paragraph refer to the incumbents. 7. The acquisition or disposal of the asset is to be processed in accordance with the relevant provisions of the Company’s internal control system. The offending personnel of a severe violation should be penalized accordingly. Article 9: Regulations governing a subsidiary’s acquisition or disposal of assets ~~1 A bidi’ iiti dil~~	of all the directors and the resolution of the Audit Committee shall be stated in the minutes of the Board meeting. 6. The members of the Audit Committee referred to in Paragraph 4 and the directors alleged in the preceding paragraph refer to the incumbents. 7. The acquisition or disposal of the asset is to be processed in accordance with the relevant provisions of the Company’s internal control system. The offending personnel of a severe violation should be penalized accordingly. Article 9: Regulations governing a subsidiary’s acquisition or disposal of assets ~~1 A bidi’ iiti dil~~
	~~1~~
	~~.~~ ~~2~~	~~susarys acquson or sposa~~ ~~of assets should be handled in~~ ~~accordance with the parent~~ ~~company’s requirements.~~ ~~If a subsidiary that is not a domestic~~ ~~public company engages in~~ ~~acquisition or disposal of assets that~~ ~~must be announced or reported in~~ ~~accordance with Article 31, the~~ ~~Company is to handle the~~ ~~announcement and report related~~ ~~matters on behalf of the subsidiary.~~ ~~The announcement and report~~ ~~standard regarding “an amount~~ ~~di 20% f th idi itl~~
1.
2.
	~~.~~ ~~3~~
3.
	~~.~~
4.
		~~exceeng o e pa-n capa,~~ ~~10% of the total assets, or NTD300~~ ~~million” is based on the parent~~ ~~company’s paid-in capital or total~~ ~~assets.~~

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is enacted. 2. Since the phrase “the internal auditor should review the subsidiary’s discretionary inspection related matters” must be included in “The Control Procedu re for the Subsidiary’s Acquisition or Disposal of Assets,” Paragra ph 3 is enacted. 3. According to Article 30 Paragraph 4 of the “Rules Governing the Acquisition or Disposal of Assets by Public Companies:” “Public companies shall have the derivatives trade of the Company and its subsidiaries that are not domestic public companies as of the end of the last month input in the mandatory format in the website designated by the SEC before the 10[th] day of each month.” According to Article 9 Paragraph 2 of the Procedures,

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Article 15: For the Company’s acquisition or disposal of property or assets other than property with the related parties for an amount exceeding 20% of the paid-in capital, 10% of the total assets, or NTD300 million, except for bond trades, RP and RS bonds, and purchase or redemption of domestic money market funds, the following information should be submitted to theAudit Committeeand the Board of Directors for approval before signing a trade contract and making payment. 1. The purpose, necessity, and expected benefits of the acquisition or disposal of assets 2. Reason for choosing the concerned party as trading counterpart 3. Assess the reasonableness of the planned trading conditions for the property acquired from the related party pursuant to Article 16 and Article 17. 4. The original acquisition date and price of the related party, the counterparty and its relationship with the Company and related parties, etc. 5. Expected monthly cash income and expense statement within one year from the contracted month, and assessing the necessity of the transactions and the reasonableness of the funds application 6. Obtain an appraisal report issued by aprofessional appraiser in	Article 15: For the Company’s acquisition or disposal of property or assets other than property with the related parties for an amount exceeding 20% of the paid-in capital, 10% of the total assets, or NTD300 million, except for bond trades, RP and RS bonds, and purchase or redemption of domestic money market funds, the following information should be submitted to the Board of Directors for approval and~~to the~~ ~~Supervisors~~for admission before signing a trade contract and making payment. 1. The purpose, necessity, and expected benefits of the acquisition or disposal of assets 2. Reason for choosing the concerned party as trading counterpart 3. Assess the reasonableness of the planned trading conditions for the property acquired from the related party pursuant to Article 16 and Article 17. 4. The original acquisition date and price of the related party, the counterparty and its relationship with the Company and related parties, etc. 5. Expected monthly cash income and expense statement within one year from the contracted month, and assessing the necessity of the transactions and the reasonableness of the funds application 6. Obtain an appraisal report issued by aprofessional appraiser in	the related announcement and report is to be handled by the parent company. Therefore, Parag raph 3 is deleted and Paragraph 4 is enacted to comply with the aforementioned requirements. The Audit Committee is established in accordance with the “Articles of Association.”

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accordance with the provisions referred to above or a CPA’s opinion. 7. Restrictive conditions and other important stipulations of the transaction The transaction amount referred to above is calculated in accordance with Article 31 Paragraph 2, and the so-called within one year is the year prior to the date of the event; also, the portion that has been submitted under the Procedures to theBoard of Directors and Audit Committee for approvalneeds not be included for calculation. For the operating equipment acquired or disposed of between the Company and the parent company or subsidiary, the Board may, in accordance with Article 7, Paragraph 1, Section 3, authorize the Chairman to decide and execute within a specified quota and then report it to the most recent Board meeting for ratification afterwards. When reported to the Board for discussion in accordance with Paragraph 1, it should fully consider the views of the independent directors. The objections or reservations of independent directors, if any, should be stated in the minutes of the Board meeting. According to Paragraph 1, it should be resolved with the consent of a majority of the Audit Committee and presented to the Board of Directors for resolution.The provisions of Article 6 Paragraph 1 Section 5 and Section 6 are applicable. Article 18: If the transactions conducted between the related party and the Company are lower than the trade price according to Article 16 and Article 17, it should be handled as follows: 1. A special reserve should be	accordance with the provisions referred to above or a CPA’s opinion. Restrictive conditions and other important stipulations of the transaction The transaction amount referred to above is calculated in accordance with Article 31 Paragraph 2, and the so-called within one year is the year prior to the date of the event; also, the portion that has been submitted under the Procedures to theBoard of Directors and Audit Committee for approvalneeds not be included for calculation. For the operating equipment acquired or disposed of between the Company and the parent company or subsidiary, the Board may, in accordance with Article 7, Paragraph 1, Section 3, authorize the Chairman to decide and execute within a specified quota and then report it to the most recent Board meeting for ratification afterwards. When reported to the Board for discussion in accordance with Paragraph 1, it should fully consider the views of the independent directors. The objections or reservations of independent directors, if any, should be stated in the minutes of the Board meeting. According to Paragraph 1, it should be resolved with the consent of a majority of the Audit Committee and	accordance with the provisions referred to above or a CPA’s opinion. 7. Restrictive conditions and other important stipulations of the transaction The transaction amount referred to above is calculated in accordance with Article 31 Paragraph 2, and the so-called within one year is the year prior to the date of the event; also, the portion that has been submitted under the Procedures to the~~Board of~~ ~~Directors for approval and to~~ ~~Supervisors for admission~~needs not be included for calculation. For the operating equipment acquired or disposed of between the Company and the parent company or subsidiary, the Board may, in accordance with Article 7, Paragraph 1, Section 3, authorize the Chairman to decide and execute within a specified quota and then report it to the most recent Board meeting for ratification afterwards. When reported to the Board for discussion in accordance with Paragraph 1, it should fully consider the views of the independent directors. The objections or reservations of independent directors, if any, should be stated in the minutes of the Board meeting. ~~The matters to be admitted by the~~ ~~supervisors in accordance with the~~ ~~requirements in Paragraph 1 must be~~ ~~with the consent of the majority~~ ~~Audit Committee members that is set~~ ~~up by the Company lawfully before~~ ~~presenting it to the Board for~~ ~~resolution.~~The provisions of Article 6 Paragraph 1 Section 5 and Section 6 are applicable. Article 18: If the transactions conducted between the related party and the Company are lower than the trade price according to Article 16 and Article 17, it should be handled as follows: 1. A special reserve should be	accordance with the provisions referred to above or a CPA’s opinion. Restrictive conditions and other important stipulations of the transaction The transaction amount referred to above is calculated in accordance with Article 31 Paragraph 2, and the so-called within one year is the year prior to the date of the event; also, the portion that has been submitted under the Procedures to the~~Board of~~ ~~Directors for approval and to~~ ~~Supervisors for admission~~needs not be included for calculation. For the operating equipment acquired or disposed of between the Company and the parent company or subsidiary, the Board may, in accordance with Article 7, Paragraph 1, Section 3, authorize the Chairman to decide and execute within a specified quota and then report it to the most recent Board meeting for ratification afterwards. When reported to the Board for discussion in accordance with Paragraph 1, it should fully consider the views of the independent directors. The objections or reservations of independent directors, if any, should be stated in the minutes of the Board meeting. ~~The matters to be admitted by the~~ ~~supervisors in accordance with the~~ ~~requirements in Paragraph 1 must be~~ ~~with the consent of the majority~~ ~~Adit Citt b tht i t~~	The Audit Committee is established in accordance with the “Articles of Association.”

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appropriated based on the difference between the real estate trade price and the assessed cost in accordance with Article 41 Paragraph 1 of the Securities Exchange Act. If the investors that have an investment in the Company valued in accordance with the Equity Method are public companies, a special reserve should be appropriated proportionally to the appropriated amount in accordance with Article 41 Paragraph 1 of the Securities Exchange Act.

The Audit Committee should have it handled in accordance with Article 218 of the Company Law.
The process in Paragraph 1 and Paragraph 2 should be reported in the shareholders’ meeting; also, the detailed transaction contents should be disclosed in the annual report and prospectus. If the Company has a special reserve appropriated in accordance with the requirements stated in the preceding paragraph, such special reserve can be utilized with the consent of the Financial Supervisory Commission when the purchased assets with losses in valuation are recognized or are disposed of, or are compensated properly or restored to the original form, or there is evidence of them being free of any unreasonableness. The transactions between the related party and the Company that have nonconformities found should be handled in accordance with the regulations in the preceding two paragraphs.

Article 21:

Internal audit of derivatives trade In addition to being checked internally by the Company’s Derivatives Department, the internal auditors shall have an audit report composed on the internal control adequacy and the compliance of operating procedure in accordance with the Bank’s “Rules Governing Internal Audit Systems.”

Supervisors should have it handled in accordance with Article 281 of the Company Law.
The process in Paragraph 1 and Paragraph 2 should be reported in the shareholders’ meeting; also, the detailed transaction contents should be disclosed in the annual report and prospectus.

If the Company has a special reserve appropriated in accordance with the requirements stated in the preceding paragraph, such special reserve can be utilized with the consent of the Financial Supervisory Commission when the purchased assets with losses in valuation are recognized or are disposed of, or are compensated properly or restored to the original form, or there is evidence of them being free of any unreasonableness. The transactions between the related party and the Company that have nonconformities found should be handled in accordance with the regulations in the preceding two paragraphs.

Article 21: 1. According to Internal audit of derivatives trade Article 2 of the In addition to being ~~audited~~ internally “Rules by the Company’s Derivatives Governing the Department, the internal auditors shall Acquisition or have an audit report prepared on the Disposal of internal control adequacy and the Assets compliance of operating procedure ~~on a~~ by Public ~~monthly basis. Each supervisor~~ should Companies:” be informed in writing for any major “Public

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The Audit Committeeshould be informed in writing for any major nonconformity identified.	nonconformity identified.	companies shall have the acquisition or disposal of assets handled in accordance with the Rules. Unless otherwise provided in the other law and regulations.” The auditing guidelines for derivative financial instruments of the banking industry have been regulated in the “Rules Governing Internal Operating System and Procedures of Derivative Financial Instruments by Banks” and “Rules Governing the Implementatio n of Internal Control and Audit System by Financial Holding Companies and Banking Industry;” so according to the proviso, the banking industry is not subject to the requirement of Article 21 Paragraph 2 of Guidelines. 2. The Audit

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Article 34: If a Company’s subsidiary that is not a domestic public company engages in acquisition or disposal of assets that must be announced or reported in accordance withArticle 31 and Article 33,the Company is to handle the announcement and report related matters on behalf of the subsidiary. The announcement and report standard in Article 31 Paragraph 1 applicable to the subsidiaries in the preceding paragraph regarding 20% of the paid-in capital or 10% of the total assets, is based on the Company’s paid-in capital or total assets. Article 34-1: Deleted. Article 36: The Procedures with the approval of the Board and presented in the meeting of the shareholders for resolution, so do the amendments.	Article 34: If a Company’s subsidiary that is not a domestic public company engages in acquisition or disposal of assets that must be announced or reported in accordance with Article 15 ~ Article 18, the Company is to handle the announcement and report related matters on behalf of the subsidiary. The announcement and report standard in Article 31 Paragraph 1 applicable to the subsidiaries in the preceding paragraph regarding 20% of the paid-in capital or 10% of the total assets, is based on the Company’s paid-in capital or total assets. ~~Article 34.1: Article 6, Article 15,~~ ~~Article 18, Article 21, and Article 36 of~~ ~~the Procedures regarding supervisors~~ ~~cease to be applicable after the~~ ~~Company establishes the Audit~~ ~~Committee.~~ Article 36: The Procedures with the approval of the Board~~should be forwarded to each~~ ~~supervisor~~and presented in the meeting of the shareholders for resolution, so do the amendments.	Committee is established in accordance with the “Articles of Association.” Rearrange the code number of the articles that are required to be announced and reported. The Audit Committee is established in accordance with the “Articles of Association.” The Audit Committee is established in accordance with the “Articles of Association.”

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Appendices

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Appendix 1

Auditor’s Report

To: Taichung Commercial Bank Co., Ltd.

We have audited the accompanying individual balance sheet of Taichung Commercial Bank Co., Ltd. as of December 31, 2015 and 2014, and the related individual statement of income, individual statement of changes in shareholders equity and individual statement of cash flows for the years then ended. Said Individual financial statement is the responsibility of the management. Our responsibility is to express an opinion on the consolidated financial statement based on our audits.

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

In our opinion, the individual financial statements referred to in the first paragraph present fairly, in all material respects, the Financial Status of the Bank as of December 31, 2015 and 2014, and its financial performance and cash flows of December 31, 2015 and 2014 in conformity with the generally accepted accounting principles in the Republic of China.

The statement of important accounting titles of the individual financial statement for 2015 was provided to supplement the analysis only, and has been audited by us in accordance with the procedure referred to in Paragraph 2 herein. In our opinion, the statement of such titles is consistent with the relevant information provided in the financial statement referred to in Paragraph 1 herein in all material respects.

As stated in Note 3 of the Individual Financial Statements, since the year 2013, Taichung Commercial Bank started to adopt the Criteria for the Compilation of Financial Statements by Public Banks, and retroactive adjustment of the effect on financial statements compiled before the application of the aforementioned.

Deloitte & Touche
Wen-Ya Hsu, CPA	Kuan-Chung Lai, CPA
Securities and Futures Bureau Approval	Securities and Futures Bureau Approval
Document No.	Document No.
Tai-Cai-Jheng (6) No. 0920123784	Tai-Cai-Jheng (6) No. 0920123784

Date: March 9, 2016

46 -

Taichung Commercial Bank Co., Ltd.

Individual Balance Sheet

December 31, 2015 and December 31, January 1, 2014

Unit: NTD thousand

Code 11000 11500 12000 12500 13000 13200 13500 14000 14500 15000 15500 18500 19000 19300 19500 10000 C o d e 21000 21500 22000 22500 23000 23200 23500 24000 25500 25600 29300 29500 20000 31101 31500 32001 32003 32011 32500 30000	Assets Cash and cash equivalents Due from Central Bank and lend to Banks Financial assets at fair value through profit and loss Bonds and securities sold under repurchase agreements Receivable, net Current income tax asset Discounts and loans, net Available-for-Sale Financial Assets-net Held to maturity investments, net Investments under the equity method - net Other financial assets - net Property, plant, and equipment – net Intangible assets - net Deferred income tax assets Other assets Total assets L i a b i l i t i e s a n d e q u i t y Due to Central Bank and other banks Funds borrowed from Central Bank and other banks Financial liabilities at fair value through profit and loss Bills and bonds sold under repurchase agreements Payables Current Tax Liability Customer deposits and remittances Financial bonds payable Other financial liabilities Liability reserve Deferred tax liabilities Other liabilities Total liabilities Equity Capital stock Common stock capital Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Other equity Total equity Total Liabilities and Equity		December 31,2015 Amount % $ 9,285,254 2 86,125,827 15 31,527,246 6 6,994,022 1 2,656,553 - - - 390,315,171 68 23,665,097 4 5,559,399 1 4,324,242 1 1,090,841 - 9,208,471 2 141,887 - 732,369 - 1,240,375 - $ 572,866,754 100 $ 3,864,104 1 - - 179,557 - 273,312 - 4,367,328 1 342,773 - 506,546,470 88 15,900,000 3 369 - 1,095,522 - 111,021 - 240,309 - 532,920,765 93 31,840,027 6 684,156 - 3,959,058 1 38,685 - 3,075,778 - 348,285 - 39,945,989 7 $ 572,866,754 100		December 31, 2014 (Retroactive application) Amount % $ 8,695,628 2 82,314,107 16 12,989,306 2 1,545,361 - 3,206,796 1 - - 383,570,399 73 20,595,620 4 1,418,003 - 4,106,028 1 1,206,142 - 5,050,610 1 98,797 - 565,541 - 1,185,689 - $ 526,548,027 100 $ 10,697,387 2 - - 133,360 - 273,573 - 6,775,222 1 162,662 - 457,207,953 87 14,400,000 3 1,620 - 777,562 - 111,021 - 251,210 - 490,791,570 93 28,515,063 5 683,751 - 2,885,334 1 72,861 - 3,444,588 1 154,860 - 35,756,457 7 $ 526,548,027 100		January 1, 2014 (Retroactive application)	January 1, 2014 (Retroactive application)
			Amount $ 9,285,254 86,125,827 31,527,246 6,994,022 2,656,553 - 390,315,171 23,665,097 5,559,399 4,324,242 1,090,841 9,208,471 141,887 732,369 1,240,375 $ 572,866,754 $ 3,864,104 - 179,557 273,312 4,367,328 342,773 506,546,470 15,900,000 369 1,095,522 111,021 240,309 532,920,765 31,840,027 684,156 3,959,058 38,685 3,075,778 348,285 39,945,989 $ 572,866,754		Amount $ 8,695,628 82,314,107 12,989,306 1,545,361 3,206,796 - 383,570,399 20,595,620 1,418,003 4,106,028 1,206,142 5,050,610 98,797 565,541 1,185,689 $ 526,548,027 $ 10,697,387 - 133,360 273,573 6,775,222 162,662 457,207,953 14,400,000 1,620 777,562 111,021 251,210 490,791,570 28,515,063 683,751 2,885,334 72,861 3,444,588 154,860 35,756,457 $ 526,548,027		Amount $ 5,360,170 75,496,734 12,057,223 4,550,801 2,769,426 56,589 362,450,039 19,008,479 3,340,584 2,694,057 1,158,259 3,371,423 90,231 421,461 770,353 $ 493,595,829 $ 8,341,508 2,086,000 74,800 358,769 3,964,393 266,823 430,698,048 16,042,869 7,605 537,040 111,021 225,578 462,714,454 25,345,339 675,435 1,993,524 134,085 2,767,169 34,177) 30,881,375 $ 493,595,829	%
						(		1 15 2 1 1 - 73 4 1 1 - 1 - - - 100 2 1 - - 1 - 87 3 - - - - 94 5 - - - 1 - 6 100

Chairman: Chun-Sheng Lee

Manager: Chin-Yuan Lai

Chief accountant: Yi-Ying Chung

Taichung Commercial Bank Co., Ltd. Individual Income Statement January 1 to December 31, 2015 and 2014

Unit: NTD thousands, except Earnings Per Share (NTD)

Code 41000 Interest revenue 51000 Interest expenses 49010 Net interest income Net income (loss) other than interest income 49100 Service Fee, Net 49200 Gains of financial assets and liabilities measured at fair value through profit or loss 49300 Realized net gain on available-for-sale financial assets 49600 Exchange gain 49700 Net gain(loss)on reversal of assets impairment 49750 Shareholdings in the subsidiaries, affiliated companies and joint ventures under the equity method 49821 Net gain or loss from the sale of delinquent loans 58000 Net income other than interest income 4xxxx Net revenue 58200 Bad debt expense and guaranty reserve Operating expenses		2015				2014			Percentage of Variation (%)
		Amount		%		Amount		%
	( (	$ 11,250,261 4,044,283) 7,205,978 1,236,646 319,551 15,771 11,328 38,527 250,984 - 233,347 9,312,132 692,292)	( (	121 44) 77 13 4 - - - 3 - 3 100 7)	( (	$ 10,790,389 3,890,334) 6,900,055 1,320,191 109,459 - 256,246 1,028,264 275,488 68,712 26,767 9,985,182 1,889,937)	( (	108 39) 69 13 1 - 3 10 3 1 - 100 19)	4 4 4 ( 6 ) 192 - ( 96 ) ( 96 ) ( 9 ) ( 100 ) 772 ( 7 ) ( 63 )

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Code 58500 Employee benefits expenses 59000 Depreciation and amortization expenses 59500 Business and administrative expenses 58400 Total operating expenses 61001 Income before tax from continuing operations 61003 Income tax expenses 64000 Current year net income after tax Other comprehensive profit or loss Titles not reclassified as profit (loss) (after taxation) 65201 Reevaluation of determined benefit plan 65207 The proportion of other comprehensive incomes from subsidiaries, associates, and equity joint-ventures accounted for under the equity method – reclassified as profit and loss 65220 Incomes tax related to titles not subject to reclassification 65200 The total of titles not reclassified as profit and loss accounts (after taxation) Titles that could be reclassified as profits and loss accounts in the future (after taxation) 65301 Exchange differences from the translation of financialstatementsof foreign operations 65302 Unrealized valuation gains and losses of available-for-sale financial assets (Continued on next page)	2015		2014		Percentage of Variation (%)
	Amount	%	Amount	%
	( $ 2,709,763 ) ( 181,464 ) ( 1,660,781) ( 4,552,008) 4,067,832 ( 590,800) 3,477,032 ( 323,440 ) 2 54,985 ( 268,453) ( 46,655 ) 264,825	( 29 ) ( 2 ) ( 18) ( 49) 44 ( 6) 38 ( 4 ) - 1 ( 3) ( 1 ) 3	( $ 2,425,008 ) ( 166,797 ) ( 1,345,603) ( 3,937,408) 4,157,837 ( 419,512) 3,738,325 ( 165,936 ) 205 28,209 ( 137,522) 54,891 97,045	( 24 ) ( 2 ) ( 14) ( 40) 41 ( 4) 37 ( 1 ) - - ( 1) 1 1	12 9 23 16 ( 2 ) 41 ( 7 ) 95 ( 99 ) 95 95 ( 185 ) 173

(Continued from previous page)

Code 65307 The proportion of other comprehensive income of subsidiaries, associates, andequity joint ventures accounted for under the equity method – may be reclassified as profit and loss. 65320 Income tax related to itemspossiblybe reclassified 65300 The total of the titles that could be reclassified as profits and loss accounts in the future (after taxation) 65000 Other comprehensive net income(after tax) 66000 Current period other comprehensive income (after tax) EPS (Note 30) Business units in continuing operation 67501 Basic 67701 Diluted	2015				2014			Percentage of Variation （%）
	Amount		%		(%)		%
	( $ 21,478 ) ( 3,267) 193,425 ( 75,028) $ 3,402,004 $ 1.14 $ 1.14	(	- - 2 1) 37	(	$ 39,566 2,465) 189,037 51,515 $ 3,789,840 $ 1.25 $ 1.23		- - 2 1 38	( 154 ) 33 2 ( 246 ) ( 10 )

Chairman: Chun-Sheng Lee Manager: Chin-Yuan Lai

Chief accountant: Yi-Ying Chung

Taichung Commercial Bank Co., Ltd.

Individual Statements of Changes in Shareholders’ Equity January 1 to December 31, 2015 and 2014

	Retained earnings	Retained earnings	Undistributed earnings $ 2,923,384 ( 156,215) 2,767,169 ( 891,810 ) ( 513,557 ) ( 1,579,241 ) 61,224 3,738,325 ( 137,522) 3,600,803 - 3,444,588 ( 1,073,724 ) ( 712,877 ) ( 1,824,964 ) 34,176 3,477,032 ( 268,453) 3,208,579 - - $ 3,075,778	Unit: NTD thousand Other equity Exchange differences from the translation of financial statements of foreign operations Unrealized gain (loss) on available-for-sale financial assets Total equity $ 24,742 ( $ 58,919 ) $ 31,037,590 - - ( 156,215) 24,742 ( 58,919 ) 30,881,375 - - - - - ( 513,557 ) - - - - - - - - 3,738,325 88,781 100,256 51,515 88,781 100,256 3,789,840 - - 1,598,799 113,523 41,337 35,756,457 - - - - - ( 712,877 ) - - - - - - - - 3,477,032 ( 62,370) 255,795 ( 75,028) ( 62,370) 255,795 3,402,004 - - 1,500,000 - - 405 $ 51,153 $ 297,132 $ 39,945,989	Unit: NTD thousand Other equity Exchange differences from the translation of financial statements of foreign operations Unrealized gain (loss) on available-for-sale financial assets Total equity $ 24,742 ( $ 58,919 ) $ 31,037,590 - - ( 156,215) 24,742 ( 58,919 ) 30,881,375 - - - - - ( 513,557 ) - - - - - - - - 3,738,325 88,781 100,256 51,515 88,781 100,256 3,789,840 - - 1,598,799 113,523 41,337 35,756,457 - - - - - ( 712,877 ) - - - - - - - - 3,477,032 ( 62,370) 255,795 ( 75,028) ( 62,370) 255,795 3,402,004 - - 1,500,000 - - 405 $ 51,153 $ 297,132 $ 39,945,989	Unit: NTD thousand Other equity Exchange differences from the translation of financial statements of foreign operations Unrealized gain (loss) on available-for-sale financial assets Total equity $ 24,742 ( $ 58,919 ) $ 31,037,590 - - ( 156,215) 24,742 ( 58,919 ) 30,881,375 - - - - - ( 513,557 ) - - - - - - - - 3,738,325 88,781 100,256 51,515 88,781 100,256 3,789,840 - - 1,598,799 113,523 41,337 35,756,457 - - - - - ( 712,877 ) - - - - - - - - 3,477,032 ( 62,370) 255,795 ( 75,028) ( 62,370) 255,795 3,402,004 - - 1,500,000 - - 405 $ 51,153 $ 297,132 $ 39,945,989	Unit: NTD thousand Other equity Exchange differences from the translation of financial statements of foreign operations Unrealized gain (loss) on available-for-sale financial assets Total equity $ 24,742 ( $ 58,919 ) $ 31,037,590 - - ( 156,215) 24,742 ( 58,919 ) 30,881,375 - - - - - ( 513,557 ) - - - - - - - - 3,738,325 88,781 100,256 51,515 88,781 100,256 3,789,840 - - 1,598,799 113,523 41,337 35,756,457 - - - - - ( 712,877 ) - - - - - - - - 3,477,032 ( 62,370) 255,795 ( 75,028) ( 62,370) 255,795 3,402,004 - - 1,500,000 - - 405 $ 51,153 $ 297,132 $ 39,945,989
				Exchange differences from the translation of financial statements of foreign operations $ 24,742 - 24,742 - - - - - 88,781 88,781 - 113,523 - - - - - ( 62,370) ( 62,370) - - $ 51,153
Legal reserve $ 1,993,524 - 1,993,524 891,810 - - - - - - - 2,885,334 1,073,724 - - - - - - - - $ 3,959,058		Special reserve $ 134,085 - 134,085 - - - 61,224 ) - - - - 72,861 - - - 34,176 ) - - - - - $ 38,685
	( (		( ( ( ( ( ( ( ( (	( (	( (	( ( ( (	$ 31,037,590 156,215) 30,881,375 - 513,557 ) - - 3,738,325 51,515 3,789,840 1,598,799 35,756,457 - 712,877 ) - - 3,477,032 75,028) 3,402,004 1,500,000 405 $ 39,945,989

Chairman: Chun-Sheng Lee

Manager: Chin-Yuan Lai

Chief accountant: Yi-Ying Chung

Taichung Commercial Bank Co., Ltd. Individual Statements of Cash Flow January 1 to December 31, 2015 and 2014

Unit: NTD thousand

Code
Cash flow from operating activities
A10000
Current year net profit before taxation

Revenue, expense and loss that do not affect the
cash flows
A20100
Depreciation expenses
A20200
Amortization expenses
A20300
Appropriation of bad debt expense
A20400
Gain (loss) on financial assets and
liabilities at fair value through profit
and loss
A22500
Disposal and obsolescence gain of
property and equipment
A20900
Interest expenses

A21200
Interest revenue

A21300
Dividend income

A21800
Net change in other provisions for
liabilities
A21900
Cost of share-based payment service
A22400
The profit or loss in the subsidiary,
affiliated company and joint ventures
recognized under the equity method
A23100
Loss (gain) on disposal of investments

A23500
Financial assets impairment loss
(reversal gain)
A23700
Non-financial assets impairment loss
(reversal gain)
A24100
Unrealized foreign currency exchange
gain
A24300
Gain on sale of NPL
A24400
Loss on disposal of collateral

A20010
Total income, expense and loss that
do not affect the cash flows
Changes in operating activities related
assets/liabilities
A41110
Due from Central Bank and lend to
Banks
A41120
Financial assets at fair value through
profit and loss
A41150
Accounts receivable
A41160
Discounts and loans

A41190
Other financial assets
A41990
Other assets
A42110
Due to Central Bank and other banks

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Code A42120 Financial liabilities at fair value through profit and loss A42140 Bills and bonds sold under repurchase agreements A42150 Payables A42160 Customer deposits and remittances A42170 Other financial liabilities A42180 Employee benefit liabilities reserve A42990 Other liabilities A40000 Total changes in operating activities related assets/liabilities A33000 Cash inflow (outflow) from operating activities A33100 Interest received A33200 Dividends received A33300 Interest payment A33500 Income tax payment AAAA Net cash inflow (outflow) from operating activities Cash flow from investing activities B00300 Acquisition of available-for-sale financial assets B00400 Disposition of available-for-sale financial assets B00900 Acquisition of held-to-maturity financial assets B01000 Disposition of held-to-maturity financial assets B01100 Return of capital from held-to-maturity B01200 Acquisition of financial assets on the basis of cost B01400 De-capitalization refunded monies of financial assets carried at cost B01800 Acquisition of investment under the equity method B02700 Acquisition of Property, plant, and equipment B02800 Disposal of Property, plant, and equipment B03700 Increase in refundable deposits B04500 Acquisition of Intangible assets B04700 Disposal of Collateral accepted B06300 Receipt of payment from disposal of non-performing loans. BBBB Net cash inflow (outflow) from investing activities Cash flow from financing activities C00300 Decrease in Funds borrowed from Central Bank and other banks C01400 Issuance of financial bonds C01500 Repayment of financial bonds	2015 ($ 210,064 ) ( 261 ) ( 2,370,008 ) 49,338,517 ( 1,251 ) ( 12,527 ) ( 10,901) 13,602,422 10,600,095 11,267,603 30,500 ( 4,082,169 ) ( 525,799) 17,290,635 ( 5,989,086 ) 3,205,412 ( 4,460,133 ) - 450,000 - - - ( 4,301,133 ) 549 ( 158,698 ) ( 81,291 ) - - (11,334,380) - 1,500,000 -	2014
		($ 290,744 ) ( 85,196 ) 2,790,410 26,509,905 ( 5,985 ) 46,822 25,632 5,560,556 3,367,561 10,748,827 22,725 ( 3,864,085 ) ( 585,420) 9,689,608 ( 2,005,973 ) 517,600 ( 812,943 ) 2,942,200 300,000 ( 3,000 ) 757 ( 1,100,000 ) ( 1,815,274 ) 928 ( 12,250 ) ( 40,106 ) 808 343,494 (1,683,759) ( 2,086,000 ) - ( 49,900 )

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Code C04500 Cash dividend released C04600 Issuance of common stock for cash CCCC Net cash outflow from financing activities DDDD Impact of changes in exchange rate on cash and cash equivalents EEEE Current cash and cash equivalents increase E00100 Balance of cash and cash equivalents, beginning of period E00200 Balance of cash and cash equivalent, end of period Ending cash and cash equivalents adjustment Code E00210 Cash and cash equivalents on the balance sheet E00220 The “Due from Central Bank and Banks” in compliance with the definition of cash and cash equivalents under IAS 7 E00230 The “bonds and securities sold under repurchase agreements” that meet the definitions of cash and cash equivalents under IAS 7 E00200 Balance of cash and cash equivalent, end of period	2015 ( $ 712,877 ) 1,500,000 2,287,123 ( 46,655) 8,196,723 77,619,007 $85,815,730 December 31, 2015 $ 9,285,254 69,536,454 6,994,022 $85,815,730	2014	2014
		( $ 513,557 ) - (2,649,457) 54,891 5,411,283 72,207,724 $77,619,007 December 31, 2014
			$ 8,695,628 67,378,018 1,545,361 $77,619,007

Chairman: Chun-Sheng Lee Manager: Chin-Yuan Lai

Chief accountant: Yi-Ying Chung

Auditor’s Report

To: Taichung Commercial Bank Co., Ltd.

We have audited the accompanying consolidated balance sheet of Taichung Commercial Bank Co., Ltd. and subsidiary as of December 31, 2015 and 2014, and the related consolidated statement of income, consolidated statement of changes in shareholders equity and consolidated statement of cash flows for the years then ended. Said consolidated financial statement is the responsibility of the management. Our responsibility is to express an opinion on the consolidated financial statement based on our audits.

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

In our opinion, the financial statements as referred to in the 1[st] paragraph present fairly, in all material aspects the financial position of the Bank as of December 31, 2015 and 2014, and the results of its operations and cash flows for the periods then ended in conformity with the Criteria for the Compilation of Financial Statements by Public Banks, the Criteria for the Compilation of Financial Statements by Securities Dealers, the IFRSs, IAS, related interpretation and announcements as recognized by the Financial Supervisory Commission.

As stated in Note 3 of the Consolidated Financial Statements, Taichung Commercial Bank and its subsidiaries started to adopt the 2013 version of IFRS, IAS, IFRIC, and SIC recognized by the Financial Supervisory Commission (FSC) with retroactive adjustment of the effect on financial statements compiled before the application of the aforementioned IFRS, IAS, IFRIC, and SIC.

We have also audited the individual financial statements of the Bank for 2015 and 2014, and have expressed modified unqualified opinions on such financial statements.

Deloitte & Touche
Wen-Ya Hsu, CPA	Kuan-Chung Lai, CPA
Securities and Futures Bureau Approval	Securities and Futures Bureau Approval
Document No.	Document No.
Tai-Cai-Jheng (6) No. 0920123784	Tai-Cai-Jheng (6) No. 0920123784

Date: March 9, 2016

Taichung Commercial Bank Co., Ltd. and subsidiaries Consolidated Balance Sheet

December 31, 2015 and December 31, January 1, 2014

Unit: NTD thousand

Code 11000 11500 12000 12500 13000 13200 13500 14000 14500 15000 15100 15500 18500 19000 19300 19500 10000 Code 21000 21500 22000 22500 23000 23200 23500 24000 25500 25600 29300 29500 20000 31101 31500 32001 32003 32011 32500 31000 30000	Assets Cash and cash equivalents Due from Central Bank and lend to Banks Financial assets at fair value through profit and loss Bonds and securities sold under repurchase agreements Receivable, net Current income tax asset Discounts and loans, net Available-for-Sale Financial Assets-net Held to maturity investments, net Investments under the equity method - net Restricted assets - net Other financial assets - net Property, plant, and equipment – net Intangible assets - net Deferred income tax assets Other assets Total assets Liabilities and equity Due to Central Bank and other banks Funds borrowed from Central Bank and other banks Financial liabilities at fair value through profit and loss Bills and bonds sold under repurchase agreements Payables Current Tax Liability Customer deposits and remittances Financial bonds payable Other financial liabilities Liability reserve Deferred tax liabilities Other liabilities Total liabilities Equity of the parent company Common stock capital Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Other equity Total shareholder’s equity in the parent company Total equity Total Liabilities and Equity		December 31,2015 Amount % $ 10,199,598 2 86,125,827 15 31,693,725 6 6,994,022 1 6,653,345 1 5,895 - 391,083,582 68 23,770,062 4 5,559,399 1 136,612 - 535,475 - 1,090,841 - 9,271,750 2 183,995 - 759,682 - 1,566,905 - $ 575,630,715 100 $ 3,864,104 1 3,132,454 - 179,557 - 273,312 - 5,181,226 1 386,746 - 504,863,979 88 15,900,000 3 279,014 - 1,095,522 - 111,021 - 417,791 - 535,684,726 93 31,840,027 6 684,156 - 3,959,058 1 38,685 - 3,075,778 - 348,285 - 39,945,989 7 39,945,989 7 $ 575,630,715 100		December 31, 2014 (Retroactive application) Amount % $ 9,552,955 2 82,314,107 16 13,011,606 2 1,545,361 - 8,118,751 2 1,021 - 384,382,280 73 20,711,997 4 1,418,003 - 140,282 - 341,093 - 1,206,142 - 5,103,786 1 143,759 - 579,650 - 1,479,607 - $ 530,050,400 100 $ 10,697,387 2 3,499,960 1 133,360 - 273,573 - 7,363,659 1 218,945 - 455,966,124 86 14,400,000 3 340,296 - 777,562 - 111,021 - 512,056 - 494,293,943 93 28,515,063 6 683,751 - 2,885,334 - 72,861 - 3,444,588 1 154,860 - 35,756,457 7 35,756,457 7 $ 530,050,400 100		January 1, 2014 (Retroactive application)	January 1, 2014 (Retroactive application)
			Amount $ 10,199,598 86,125,827 31,693,725 6,994,022 6,653,345 5,895 391,083,582 23,770,062 5,559,399 136,612 535,475 1,090,841 9,271,750 183,995 759,682 1,566,905 $ 575,630,715 $ 3,864,104 3,132,454 179,557 273,312 5,181,226 386,746 504,863,979 15,900,000 279,014 1,095,522 111,021 417,791 535,684,726 31,840,027 684,156 3,959,058 38,685 3,075,778 348,285 39,945,989 39,945,989 $ 575,630,715		Amount $ 9,552,955 82,314,107 13,011,606 1,545,361 8,118,751 1,021 384,382,280 20,711,997 1,418,003 140,282 341,093 1,206,142 5,103,786 143,759 579,650 1,479,607 $ 530,050,400 $ 10,697,387 3,499,960 133,360 273,573 7,363,659 218,945 455,966,124 14,400,000 340,296 777,562 111,021 512,056 494,293,943 28,515,063 683,751 2,885,334 72,861 3,444,588 154,860 35,756,457 35,756,457 $ 530,050,400		Amount $ 5,590,728 75,496,734 12,195,016 4,550,801 6,485,651 57,372 362,916,674 19,197,158 3,340,584 142,654 164,290 1,158,259 3,416,335 97,380 423,474 1,011,621 $ 496,244,731 $ 8,341,508 4,968,239 74,800 358,769 4,420,341 292,018 429,704,469 16,042,869 111,741 537,040 111,021 400,541 465,363,356 25,345,339 675,435 1,993,524 134,085 2,767,169 34,177) 30,881,375 30,881,375 $ 496,244,731	%
						(		1 15 3 1 1 - 73 4 1 - - - 1 - - - 100 2 1 - - 1 - 87 3 - - - - 94 5 - - - 1 - 6 6 100

Chairman: Chun-Sheng Lee Manager: Chin-Yuan Lai Chief accountant: Yi-Ying Chung

Taichung Commercial Bank Co., Ltd. and subsidiaries

Consolidated Income Statement

January 1 to December 31, 2015 and 2014

Unit: NTD thousands, except Earnings Per Share (NTD)

Code 41000 Interest revenue 51000 Interest expenses 49010 Net interest income Net income (loss) other than interest income 49100 Service Fee, Net 49200 Gains of financial assets and liabilities measured at fair value through profit or loss 49300 Realized gain on available-for-sale financial assets 49600 Exchange gain (loss) 49700 Net gain on reversal of assets impairment 49750 Shareholding in the affiliated companies and joint ventures under the equity method 49821 Net gain or loss from the sale of delinquent loans 58000 Net income other than interest income 4xxxx Net revenue 58200 Bad debt expense and guaranty reserve Operating expenses		2015				2014 (Retroactive application)	2014 (Retroactive application)	2014 (Retroactive application)	Percentage of Variation （%）
		Amount		%		Amount		%
	( ( ( (	$ 11,591,190 4,116,426) 7,474,764 2,043,450 309,093 15,771 7,735 ) 38,527 3,672 ) 2,742 229,801 10,102,741 744,283)	( (	115 41) 74 20 3 - - 1 - - 2 100 7)	( (	$ 11,116,277 3,954,300) 7,161,977 2,077,184 96,948 - 261,036 1,028,264 423 68,712 20,455 10,714,999 1,982,816)	( (	104 37) 67 19 1 - 2 10 - 1 - 100 19)	4 4 4 ( 2 ) 219 - ( 103 ) ( 96 ) ( 968 ) ( 96 ) 1,023 ( 6 ) ( 62 )

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Code 58500 Employee benefits expenses 59000 Depreciation and amortization expenses 59500 Business and administrative expenses 58400 Total operating expenses 61001 Income before tax from continuing operations 61003 Income tax expenses 64000 Current year net income after tax Other comprehensive profit or loss Titles not reclassified as profit (loss) (after taxation) 65201 Reevaluation of determined benefit plan 65207 The proportion of other comprehensive incomes from subsidiaries, associates, and equity joint-ventures accounted for under the equity method – reclassified as profit and loss 65220 Incomes tax related to titles not subject to reclassification 65200 The total of titles not reclassified as profit and loss accounts (after taxation) Titles that could be reclassified as profits and loss accounts in the future (after taxation) 65301 Exchange differences from the translation of financial statements of foreign operations 65302 Unrealized valuation gains and losses of available-for-sale financial assets 65320 Income tax related to items possibly be reclassified		2015				2014 (Retroactive application)	2014 (Retroactive application)	2014 (Retroactive application)	Percentage of Variation (%)	Percentage of Variation (%)
		Amount		%		Amount		%
	( ( ( ( ( ( ( ( (	$ 3,025,408 ) 205,823 ) 1,990,670) 5,221,901) 4,136,557 659,525) 3,477,032 323,440 ) 2 54,985 268,453) 62,370 ) 259,062 3,267)	( ( ( ( ( ( ( (	30 ) 2 ) 20) 52) 41 6) 35 3 ) - - 3) 1 ) 3 -	( ( ( ( ( ( ( (	$ 2,666,820 ) 186,318 ) 1,655,827) 4,508,965) 4,223,218 484,893) 3,738,325 165,936 ) 205 28,209 137,522) 88,781 102,721 2,465)	( ( ( ( ( ( (	25 ) 2 ) 15) 42) 39 4) 35 2 ) - - 2) 1 1 -	( ( ( (	13 10 20 16 2 ) 36 7 ) 95 99 ) 95 95 170 ) 152 33

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Code 65300 The total of the titles that could be reclassified as profits and loss accounts in the future (after taxation) 65000 Other comprehensive net income (after tax) 66000 Current period other comprehensive income (after tax) Consolidated earnings per share Business units in continuing operation 67501 Basic 67701 Diluted		2015				2014 (Retroactive application)	2014 (Retroactive application)	2014 (Retroactive application)	Percentage of Variation （%）	Percentage of Variation （%）
		Amount		%		Amount		%
	(	$ 193,425 75,028) $ 3,402,004 $ 1.14 $ 1.14	(	2 1) 34		$ 189,037 51,515 $ 3,789,840 $ 1.25 $ 1.23		2 - 35	( (	2 246 ) 10 )

Chairman: Chun-Sheng Lee

Manager: Chin-Yuan Lai

Chief accountant: Yi-Ying Chung

Taichung Commercial Bank Co., Ltd. and subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

January 1 to December 31, 2015 and 2014

Unit: NTD thousand

			Equityof the company	Equityof the company		Other equity Exchange differences from the translation of financial statements of foreign operations Unrealized gain on available-for-sale financial instruments $ 24,742 ( $ 58,919 ) - - 24,742 ( 58,919 ) - - - - - - - - - - 88,781 100,256 88,781 100,256 - - 113,523 41,337 - - - - - - - - - - ( 62,370) 255,795 ( 62,370) 255,795 - - - - $ 51,153 $ 297,132	Other equity Exchange differences from the translation of financial statements of foreign operations Unrealized gain on available-for-sale financial instruments $ 24,742 ( $ 58,919 ) - - 24,742 ( 58,919 ) - - - - - - - - - - 88,781 100,256 88,781 100,256 - - 113,523 41,337 - - - - - - - - - - ( 62,370) 255,795 ( 62,370) 255,795 - - - - $ 51,153 $ 297,132		Total equity
Capital stock Common stock $ 25,345,339 - 25,345,339 - - 1,579,241 - - - - 1,590,483 28,515,063 - - 1,824,964 - - - - 1,500,000 - $ 31,840,027	Capital surplus $ 675,435 - 675,435 - - - - - - - 8,316 683,751 - - - - - - - - 405 $ 684,156		Retained earnings		Undistributed earnings $ 2,923,384 ( 156,215) 2,767,169 ( 891,810 ) ( 513,557 ) ( 1,579,241 ) 61,224 3,738,325 ( 137,522) 3,600,803 - 3,444,588 ( 1,073,724 ) ( 712,877 ) ( 1,824,964 ) 34,176 3,477,032 ( 268,453) 3,208,579 - - $ 3,075,778
						Exchange differences from the translation of financial statements of foreign operations $ 24,742 - 24,742 - - - - - 88,781 88,781 - 113,523 - - - - - ( 62,370) ( 62,370) - - $ 51,153
		Legal reserve $ 1,993,524 - 1,993,524 891,810 - - - - - - - 2,885,334 1,073,724 - - - - - - - - $ 3,959,058		Special reserve $ 134,085 - 134,085 - - - 61,224 ) - - - - 72,861 - - - 34,176 ) - - - - - $ 38,685
			( (		( ( ( ( ( ( ( ( (	( (	( (	( ( ( (	$ 31,037,590 156,215) 30,881,375 - 513,557 ) - - 3,738,325 51,515 3,789,840 1,598,799 35,756,457 - 712,877 ) - - 3,477,032 75,028) 3,402,004 1,500,000 405 $ 39,945,989

Chairman: Chun-Sheng Lee

Manager: Chin-Yuan Lai

Chief accountant: Yi-Ying Chung

Taichung Commercial Bank Co., Ltd. and subsidiaries

Consolidated Statements of Cash Flow

January 1 to December 31, 2015 and 2014

Unit: NTD thousand

Code Cash flow from operating activities A10000 Current year net profit before taxation Revenue, expense and loss that do not affect the cash flows A20100 Depreciation expenses A20200 Amortization expenses A20300 Bad debt expense and reserve for guarantee liability A20400 Gain (loss) on financial assets and liabilities at fair value through profit and loss A22500 Disposal and obsolescence loss of property and equipment A20900 Interest expenses A21200 Interest revenue A21300 Dividend income A21800 Net change in other provisions for liabilities A21900 Cost of share-based payment service A22300 Loss (profit) of the affiliated company under the equity method A23100 Loss (gain) on disposal of investments A23600 Financial assets impairment loss (reversal gain) A23800 Non-financial assets impairment loss (reversal gain) A24100 Unrealized foreign currency exchange gain A24300 Gain on sale of NPL A24400 Loss on disposal of collateral A20010 Total income, expense and loss that do not affect the cash flows Changes in operating activities related assets/liabilities A41110 Due from Central Bank and lend to Banks A41120 Financial assets at fair value through profit and loss A41150 Accounts receivable A41160 Discounts and loans A41190 Other financial assets		2015 $ 4,136,557 160,640 45,183 744,283 309,093 ) 35 4,116,426 11,591,190 ) 19,206 ) 800 ) 405 3,672 15,771 ) 38,527 ) - 92,510 ) 2,742 ) - 6,999,195) 1,653,284 ) 18,116,765 ) 1,262,756 7,357,091 ) 228,893		2014 (Retroactive application)
	( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( (	$ 4,223,218 151,034 35,284 1,982,816 96,948 ) 158 3,954,300 11,116,277 ) 19,437 ) 800 - 423 ) 43 1,026,021 ) 2,243 ) 7,976 ) 68,712 ) 1,435 6,212,167) 1,736,108 ) 370,338 ) 1,624,607 ) 23,605,307 ) 16,228

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Code A41990 Other assets A42110 Due to Central Bank and other banks A42120 Financial liabilities at fair value through profit and loss A42140 Bills and bonds sold under repurchase agreements A42150 Payables A42160 Customer deposits and remittances A42170 Other financial liabilities A42180 Employee benefit liabilities reserve A42990 Other liabilities A40000 Total changes in operating activities related assets/liabilities A33000 Cash inflow from operating activities A33100 Interest received A33200 Dividends received A33300 Interest payment A33500 Income tax payment AAAA Net cash inflow from operating activities Cash flow from investing activities B00300 Acquisition of available-for-sale financial assets B00400 Disposition of available-for-sale financial assets B00900 Acquisition of held-to-maturity financial assets B01000 Disposition of held-to-maturity financial assets B01100 Return of capital from held-to-maturity B01200 Acquisition of financial assets on the basis of cost B01400 De-capitalization refunded monies of financial assets carried at cost B02700 Acquisition of Property, plant, and equipment B02800 Disposal of Property, plant, and equipment B03700 Increase in refundable deposits B04500 Acquisition of Intangible assets B04700 Disposal of Collateral accepted B06300 Receipt of payment from disposal of non-performing loans. BBBB Net cash outflow from investing activities		2015		2014 (Retroactive application)
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 204,751 ) 6,833,283 ) 210,064 ) 261 ) 2,143,831 ) 48,897,855 1,251 ) 12,527 ) 94,265) 13,762,131 10,899,493 11,611,607 19,206 4,155,028 ) 624,912) 17,750,366 5,989,086 ) 3,405,412 4,460,133 ) - 450,000 - - 4,331,521 ) 564 370,729 ) 83,270 ) - 84,921 11,293,842)	( ( ( ( ( ( ( ( ( ( ( ( (	$ 167,898 ) 2,355,879 290,744 ) 85,196 ) 2,922,447 26,261,655 5,985 ) 46,822 111,515 3,828,363 1,839,414 11,068,298 22,437 3,927,599 ) 632,047) 8,370,503 2,109,022 ) 667,600 812,943 ) 2,942,200 300,000 3,000 ) 757 1,838,149 ) 963 42,407 ) 74,337 ) 808 343,494 624,036)

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Code Cash flow from financing activities C00300 Decrease in Funds borrowed from Central Bank and other banks C00700 Increase (decreased) in commercial papers payable C01400 Issuance of financial bonds C01500 Repayment of financial bonds C04500 Cash dividend released C04600 Issuance of common stock for cash CCCC Net cash inflow (outflow) from financing activities DDDD Impact of changes in exchange rate on cash and cash equivalents EEEE Current cash and cash equivalents increase E00100 Balance of cash and cash equivalents, beginning of period E00200 Balance of cash and cash equivalent, end of period Ending cash and cash equivalents adjustment Code E00210 Cash and cash equivalents on the balance sheet E00220 The “Due from Central Bank and Banks” in compliance with the definition of cash and cash equivalents under IAS 7 E00230 The “bonds and securities sold under repurchase agreements” that meet the definitions of cash and cash equivalents under IAS 7 E00200 Balance of cash and cash equivalent, end of period	2015 ( $ 367,506 ) ( 60,031 ) 1,500,000 - ( 712,877 ) 1,500,000 1,859,586 ( 62,370) 8,253,740 78,476,334 $ 86,730,074 December 31, 2015 $ 10,199,598 69,536,454 6,994,022 $ 86,730,074		2014 (Retroactive application)
		( ( ( (	$ 1,468,279 ) 234,540 - 49,900 ) 513,557 ) - 1,797,196) 88,781 6,038,052 72,438,282 $ 78,476,334 December 31, 2014
			$ 9,552,955 67,378,018 1,545,361 $ 78,476,334

Chairman: Chun-Sheng Lee Manager: Chin-Yuan Lai Chief accountant: Yi-Ying Chung

Appendix 2

Taichung Commercial Bank Co., Ltd.

Rules of Procedure for Shareholder Meetings

Resolved in the Annual Meeting of Shareholders on June 20, 1998 Resolved in the Annual Meeting of Shareholders s on June 13, 2013

Article 1 The rules for compliance are stipulated in accordance with Article 5 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” for establishing the Company’s excellent meeting of shareholders governance system, substantiating supervisory function, and enhancing management functions.
Article 2 The Rules of Procedure for Shareholder Meetings is processed in accordance with the Rules, unless otherwise provided by law or Company Corporate Charter (Articles of Incorporation).
Article 3 The Company’s meeting of shareholders shall be convened by the Board, unless otherwise provided by law.
The Company shall have the Annual Meeting of Shareholders notice, proxy and the proposal and information on admission, discussions and directors and supervisors election and dismissal compiled into electronic files and uploaded to the MOPS thirty days prior to the annual meeting of shareholders or fifteen days prior to the extraordinary meeting of shareholders. Also, the Annual Meeting Handbook and the supplementary information are compiled into electronic files and uploaded to the MOPS twenty days prior to the Annual Meeting of Shareholders or fifteen days prior to the extraordinary meeting of shareholders. The Annual Meeting Handbooks and the supplementary information are made available to shareholders fifteen days prior to the annual meeting of shareholders; also, on display at the Company’s and its Stock Agent’s and distributed to shareholders at the meeting place.

The reasons for convening the meeting should be stated in the notice and announcement. The notice with the consent of the counterparty can be issued electronically.

The election or dismissal of directors, supervisors, amendments to the Company Corporate Charter (Articles of Incorporation), dissolution, merger, division or the clauses of Article 185 Paragraph 1 of the Company Law, the matters stated in Article 26.1 and Article 43.6 of the Stock Exchange Act shall be stated in the reasons for convening the meeting not in the motion.

Shareholders who have over 1% shareholdings in the Company’s total number of shares issued may propose to the Company in writing to convene the Annual Meeting of Shareholders. But it is limited to one proposal and the additional proposals will not be included in the meeting agenda. In addition, the Board may have the proposals of shareholders that fall under the circumstances stated in Article 172.1 Paragraph 4 of the

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Company Law excluded from meeting discussions.

The Company shall announce the proposals admitted, the premises and the admission period before the stock stop-transfer date prior to the Annual Meeting of Shareholders is convened; also, the admitting period may not be less than 10 days.

Motion proposed by shareholders is limited to three hundred words. A proposed motion of more than three hundred words will not be included in the proposal. The proposing shareholders must attend the Annual Meeting of Shareholders in person or by proxy and must participate in the proposal discussion.

The Company shall have the proposing shareholder notified about the proposal results before the date of the meeting notice and must have the proposals in compliance with this provision included in the meeting notice. The Board shall state the reasons for not including the proposal of shareholders in the meeting agenda.

Article 4 Shareholders may attend the meeting of shareholders by proxy that is printed and issued by the Company with the scope of authorization detailed.

It is limited to one proxy per shareholder and one proxy only that should be served to the Company five days prior to the meeting of shareholders. When the proxy is issued in duplicate, whichever is served first shall prevail. The proxy referred to above that was announced to be revoked is not subject to this restriction.

After serving the proxy to the Company, the shareholders who wish to attend the meeting of the shareholders in person or to vote in writing or by electronic means shall notify the Company in writing to revoke the proxy two days prior to the meeting of the shareholders. If the proxy is not revoked before the deadline, the vote by proxy shall prevail.

Article 5 The place of meeting of shareholders should be at the Company’s or any suitable location or for shareholders to attend the meeting conveniently; also, the meeting of shareholders shall not be started before 9:00 or after 15:00.
Article 6 The Company should have the attendance registry ready for the signature of the attending shareholders or the shareholder’s representative (hereinafter referred to as the Shareholders), or the attending shareholders may have the signature card submitted as an alternative to the signature.
The Company should have the annual meeting handbook, annual reports, attendance pass, speech slip, voting ballots, and other meeting materials delivered to the attending shareholders; also, the electoral ballots should be distributed for the election of directors and supervisors, if applicable.
Shareholders should attend the meeting of shareholders with the presentation of the attendance pass, attendance card or other attendance
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documents. Proxy solicitors should have identity documents with them for examination.

When the government or juridical person is a shareholder, the shareholder attending the meeting by proxy is not limited to one representative. The juridical person that has attended the meeting of shareholder by proxy can authorize only one representative to attend the meeting.

Article 7 If the meeting of shareholders is convened by the Board, the Chairman of the Board is to chair the meeting. If the Chairman is on leave or is unable to exercise his powers for certain reasons, the Vice Chairman is to chair the meeting. If a Vice Chairman is not appointed or the Vice Chairman is also on leave or is unable to perform his duties for certain reasons, the Chairman is to appoint one of the general directors to chair the meeting. If a general director is not appointed, one of the directors is appointed to chair the meeting. If a representative is not appointed by the Chairman, one of the general directors or directors should be elected among the board members to chair the meeting.

The Company may assign the appointed attorney, CPA, or responsible personnel to attend the meeting of the shareholders.

Article 8 The Company should have the entire meeting of shareholders taped in audio or video recording and stored for at least one year. However, for the litigation filed by the shareholders in accordance with Article 189 of the Company Law, it should be reserved until the end of the proceedings.
Article 9 Attendance of the meeting of shareholders should be calculated in accordance with the shareholdings. The shareholding attendance is based on the attendance registry or the signature cards submitted, plus the votes exercised in writing or by electronic means.
The Chairman shall call the meeting to order at the meeting time. If the shareholding of the attending shareholders is not more than half of the total number of shares issued, the Chairman may announce the meeting postponed, which is limited to two postponements and for less than one-hour in total. If the shareholding of the attending shareholders remaining do not constitute more than one third of the total number of shares issued after the two postponements, the Chairman may announce to have the meeting aborted.
If the shareholdings of the attending shareholders are not more than half of the total number of shares issued after two postponements but more than one third of the total number of shares issued, a pseudo-resolution can be resolved in accordance with Article 175 Paragraph 1 of the Company Law; also, shareholders should be informed regarding the pseudo-resolution with another meeting of shareholders to be convened within one month.

If the shareholdings of the attending shareholders are more than one half of the total number of shares issued before the end of the meeting, the

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Chairman may have the pseudo-resolution presented again in the next meeting of the shareholders for resolution in accordance with Article 174 of the Company Law.

Article 10 If the meeting of shareholders is convened by the Board, the agenda is scheduled by the Board; also, the meeting should be conducted in accordance with the agenda scheduled and it may not be amended without the resolution reached in the meeting of shareholders.

If the meeting of shareholders is convened by an authorized person other than the Board, the provision referred to above is applicable.

The Chairman may not have the meeting adjourned at his discretion before the proposals (including motions) resolved in the two agendas referred to above. If the Chairman has the meeting adjourned in violation of the Rules of Procedure for Shareholder Meetings, the other Board members shall promptly assist the attending shareholders in accordance with the legal procedures to have one shareholder elected as the Chairman with the majority votes of the attending shareholders to continuously chair the meeting.

A Chairman who believes that the proposal under discussion is ready for voting may at his discretion stop the discussion and call for a vote.

Article 11 Attending shareholders before speaking on the subject must fill out the speech slip, shareholder account number, and account name (or attendance pass number) in detail, and then the Chairman is to determine the order of speakers.
Attending shareholders who have speech slips submitted but not speak shall be deemed as silent shareholders. If there is a discrepancy found between the text of the speech and the speech slip submitted, the contents of the speech shall prevail.

Each shareholder may not speak more than twice on the same motion for 5 minutes each time without the consent of the Chairman. However, the Chairman may have the speaking shareholders who violate the rules or speak beyond the scope of those issues silenced.

Attending shareholders may not interfere with the speaking shareholders without the consent of the Chairman and the speaking shareholders. The Chairman will have the violating shareholders stopped.

If the juridical person shareholder has more than two representatives assigned to attend the meeting of shareholders, only one of the two representatives may speak on the same proposal.

The Chairman may reply to the speaking shareholders personally or by the designated personnel.

Article 12 Resolutions of the meeting of shareholders should be based on their shareholdings.

For the resolutions in the meeting of shareholders, the shares of the

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shareholders without votes are not included in the calculation of outstanding shares.

Shareholders who have a conflict of interest with the proposals that are detrimental to the Company’s interests shall not vote, and cannot vote by proxy on behalf of the other shareholders.

The shares without votes referred to above are not included in the calculation of the attending shareholders’ votes.

Except for Trust agencies or stock agencies approved by the securities regulatory authorities, the votes of the representative delegated by two or more shareholders shall not exceed 3% of the total votes representing the total number of shares issued; also, the votes exceeding the threshold shall not be counted.

Article 13 Shareholders are entitled to one vote per share; except for those subject to restrictions or the non-voting matters illustrated in Article 179 Paragraph 2 of the Company Law.

The Company’s meeting of shareholders can be convened with the votes cast in writing or by electronic means. When the vote is cast in writing or by electronic means, the election method should be stated in the notice of meeting of shareholders. Shareholders who have their votes cast in writing or by electronic means are deemed as attending the meeting in person. However, with respect to motions and original proposal amendments of the meeting of shareholders, it is deemed as a waiver.

For the votes exercised in writing or by electronic means referred to above, the intention should be delivered to the Company two days prior to the meeting of shareholders. For the intention expressed in duplicate, whichever is delivered first shall prevail. The intention referred to above that was announced to be revoked is not subject to this restriction.

Shareholders after exercising their votes in writing or by electronic means wish to attend the meeting of shareholders in person shall have the intension of exercising votes in writing or by electronic means revoked the same way of exercising their votes two days prior to the meeting commencement date. For overdue revocations, the votes exercised in writing or by electronic means shall prevail. If the vote is exercised in writing or by electronic means and a representative is to attend the meeting of shareholders by proxy, the votes exercised by the representative in person shall prevail.

For the resolution of proposals, unless otherwise provided in the Company Law and the Company Corporate Charter (Articles of Incorporation), the consent of a majority vote of the attending shareholders shall prevail. The motion resolved by the Chairman’s consulting the attending shareholders without dissent is deemed as passed and with the same effect as voting.

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When there is an amendment or alternative for the same motion, the Chairman shall have the order of vote, including the original proposal, determined accordingly. If one of the motions has been passed, the other motions shall be deemed as rejected without the need for further resolution.

Chairman is to appoint the scrutineers and counting officers who must be shareholders.

Ballot counting should be held at the meeting place with the ballot counting result announced immediately and records kept.

Article 14 The election of directors and supervisors held at the meeting of shareholders should be arranged in accordance with the Company’s election specifications and with the election results announced immediately at the meeting place.
Electoral ballots referred to above shall be sealed and signed by the scrutineers and reserved for at least one year. However, for the litigation filed by the shareholders in accordance with Article 189 of the Company Law, it should be reserved until the end of the proceedings.
Article 15 The resolutions reached in the meeting of shareholders should be documented in the minutes of meeting and signed or sealed by the Chairman; also, it should be uploaded to the MOPS within 20 days after the meeting adjournment.
The minutes of meeting should be prepared in accordance with the year, month, date, place, name of the Chairman, the resolution method, meeting procedure and the results, and shall be permanently reserved throughout the duration of the Company.
Article 16 The Company shall have the statistical report for the number of shares solicited by the solicitor and the number of shares by proxy prepared in the specific format during the meeting of the shareholders commencement date and disclosed in the meeting.
For the resolutions reached in the meeting of shareholders that involved laws and regulations or the material information defined by the Taiwan Stock Exchange Corporation, the Company shall, within the specified time, have the information uploaded to MOPS.
Article 17 The staff responsible for organizing the meeting of shareholders shall wear identification badges or armbands.
The Chairman may direct disciplinary personnel or security personnel to help keep the meeting place in order. The disciplinary personnel or security personnel that help keep the meeting place in order should wear an armband with “Marshal” affixed or an identification card.

When the meeting place is equipped with amplifying equipment, the Chairman may stop shareholders who do not use the speaking device provided by the Company from speaking.

The Chairman may instruct the disciplinary personnel or security

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personnel to have shareholders who violate the Rules of Procedure for Shareholder Meetings, disobey the instructions of the Chairman, intervene in the meeting proceedings and fail to comply with the disciplinary act escrowed to leave the meeting place.

Article 18 The Chairman may announce the meeting in recess. The Chairman may rule to have the meeting suspended temporarily under unruly circumstance and have the meeting resume depending on the situation.
If the meeting place cannot be used continuously before the proposals (including motions) resolved in the agendas scheduled, it can be resolved to be continued in the meeting of shareholders to find another venue for the meeting.
The meeting of shareholders may, in accordance with Article 182 of the Company Law, resolve to have the meeting postponed or resumed in five days.
Article 19 The Rules of Procedure for Shareholder Meetings is implemented after the resolution reached in the meeting of shareholders, so is the amendment and revocation.
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Appendix 3

Taichung Commercial Bank

Company Corporate Charter (Articles of Incorporation)

Chapter 1 General rules

Article 1 The Bank was organized and incorporated in accordance with the Banking Law and the Company Corporate Charter (Articles of Incorporation), known as “Taichung Commercial Bank” (hereinafter referred to as “Taichung Bank”)
Article 2 The Bank is dedicated to support the national policy in finance and banking, and provide viable financial service and advocate industrial and economic development.
Article 3 The Bank’s head office is in Taichung City and with appropriate branch offices set-up domestically and internationally depending on its business operations. The incorporation, revocation, or amendment of branch offices are reported to the competent authorities for approval and are registered with the Ministry of Economic Affairs in accordance with the resolutions of the Board.
Article 4 The Bank has announcements made by publishing it in the local daily newspaper where the head office of the Bank is located or by the instructions of the competent authorities.

Chapter 2 Stock shares

Article 5 The Bank’s authorized capital amounted to NTD43.2 billion with 4.32 billion common stock shares issued at NTD10 par, in which, the Board is authorized to have the unissued shares issued by installments.
Article 6 The Bank’s shares are ordered with the signature or seal of at least three directors affixed for lawful issuance.

The Bank may have new shares issued by a book-entry in accordance with the Company Law.

Article 7 The Bank’s dividend distribution is proposed by the Board for resolution in the meeting of stockholders, but the Bank may not propose to have the capital distributed as dividends when there are no earnings.
Article 8 The Company’s stock is processed in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” published by the competent authorities and other relevant laws and regulations.
Article 9 The Bank’s stock shares cannot be transferred within 60 days prior to the Annual Meeting of Shareholders, 30 days prior to the extraordinary meeting of shareholders, or 5 days prior to the record date of the bank’s distributing dividends, bonus or other benefits.
Article 10 The Bank’s elected directors shall report the shareholding at the time of
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election to the competent authorities. A director in office who has stock shares transferred for over one half of the shareholding at the time of election will be discharged automatically.

A director in office shall report to the competent authorities and announce any increase or decrease of shareholdings.

The director who is reelected prior to the tenure expired and has shares transferred before inauguration for over one half of the shareholding at the time of election, or has shares transferred during the stop-transferring period before the meeting of shareholders convened will be disqualified.

Chapter 3 Business operation

Article 11 The Bank’s business operation is as follows:
H101021 Commercial banking
H301011 Securities firms
H408011 Futures introducing brokers

It is limited to the businesses authorized by the competent authorities referred to above.

Article 12 The Bank may operate other businesses authorized by the competent authorities.

Chapter 4 Meeting of shareholders

Article 13 The meeting of shareholders includes the annual meeting of shareholders and extraordinary meeting of shareholders. The annual meeting of shareholders is held once a year and it is to be convened by the Board within 6 months after the fiscal year. The extraordinary meeting of shareholders is to be convened by the Board or the Auditing Committee when it is necessary. Shareholders who have over 3% shareholding for more than 1 year may request the Board to convene an extraordinary meeting of shareholders by filing a written proposal with the matters and reasons detailed.
Article 14 Shareholders should be informed of the meeting date, place and subject 30 days in advance for the Annual Meeting of Shareholders and 15 days in advance for the extraordinary meeting of shareholders.
Article 15 Shareholders who are unable to attend the meeting of shareholders may issue the Bank’s proxy with the scope of authorization detailed and signed or sealed to commission the representative attending the meeting, but a shareholder is limited to issuing one proxy and assigning one representative only. Proxy shall be served to the Bank 5 days prior to the meeting of shareholders. When the proxy is issued in duplicate, whichever is served first shall prevail. The proxy referred to above that was announced to be revoked is not subject to this restriction.
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Other pending matters are to be processed in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meeting of Public Companies” published by the competent authorities.

Article 16 The resolutions reached in the meeting of shareholders and the executions are as follows:
Regulating and amending the Bank’s Company Corporate Charter (Articles of Incorporation).
Resolutions reached on capital increase or decrease;
The election or dismissal of directors.
Audit the financial statements prepared by the Board and the Auditing Committee’s Report. The reviewers for auditing the financial statements and reports are to be appointed at the meeting of shareholders.
Resolutions reached on the distribution of earnings and shareholder bonus;
Resolutions reached on the other important matters;
Article 17 The resolutions reached in the meeting of shareholders, unless otherwise provided in the Company Law, must be with the majority votes of the attending shareholders and the shareholdings of the attending shareholders is over one half of the total number of shares issued.
Article 18 If the shareholdings of the attending shareholders are not more than 50% but one third of the total number of shares issued, a pseudo-resolution can be reached with the majority votes of the attending shareholders. The shareholders should be informed regarding the pseudo-resolution reached and another meeting of shareholders will be convened within one month. The pseudo-resolution reached in the meeting of shareholders referred to above with the attendance of shareholders representing over one thirds of the shareholdings and resolved with the majority votes is deemed as a resolution reached.
Article 19 Shareholders are entitled to one vote per share, unless otherwise provided by law.
Article 20 The minutes of the meeting of shareholders shall include the meeting time and date and place, the name of the Chairman and the method of the resolutions, the essentials of procedure and results, and the signature or seal of the Chairman. It should be permanently reserved throughout the duration of the Company. The attendance registry for the signature of the attending shareholders or the proxy of the representative should be reserved for at least one year. However, for the litigation filed by the shareholders in accordance with Article 189 of the Company Law, it
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should be reserved until the end of the proceedings.

Chapter 5 Directors and the Board of Directors

Article 21 The Bank’s Board is composed of 9~15 directors elected among the competent individuals in the meeting of shareholders for a 3-year tenure and can be reelected in accordance with Article 198 of the Company Law. The total ordered stock shares of all directors shall comply with the requirements of the “Rules and Review Procedures for Directors and Supervisor Share Ownership Ratios at Public Companies.”

For the directors referred to above, the number of independent directors shall not be less than two seats, and one fifth of the director seats; also, the nomination system is adopted to have independent directors elected from the list of candidates. Non-independent directors and independent directors should be elected together for the respective number of seats with the candidates receiving the higher electoral votes elected.

The professional qualifications, shareholding and part-time job restrictions, definition of independence, nomination method, proxy and other compliance matters of the independent directors shall be handled in accordance with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

Article 22 The Board shall have 3~5 general directors elected by voting with the consent of the majority attending directors and the attendance of two thirds of the directors. According to the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Pubic Companies,” there must be at least one independent director among the general directors, and shall not constitute less than one fifth of the general directors. The Vice Chairman and Managing General Director will be appointed, if necessary, by a resolution of the Board.
Chairman, Vice Chairman and Managing General Director will be elected among the general directors in accordance with the methods described in the preceding paragraph. The chairman chairs the meeting of shareholders, the Board and the General Board internally, and represents the Bank externally. When the Chairman is on leave or unable to exercise his powers for certain reasons, the vice chairman is to act on the Chairman’s behalf. When the vice chairman is on leave or is unable to exercise his powers for certain reasons, the chairman is to appoint one general director to act on his/her behalf. If a representative is not appointed by the chairman, one of the general directors is elected to chair the meeting.

If the credibility of the Bank or the person in charge is damaged by the spreading rumors or fraud, the chairman of the Bank should immediately file a lawsuit to the prosecution office according to law.

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When the Board meeting is in recess, the general directors shall comply with the law and regulations, the resolutions of the meeting of shareholders and the resolution of the Board to execute banking business by convention convened by the chairman at any time and resolved with the consent of the majority votes of the majority attending general shareholders.

Article 23 The powers of the Board are as follows:

Review and approval of bylaws;
The review and approval of important business and plans, and the decision on business plan;
Review and approval of important contracts;
Review and approval of budget;
The proposed earnings distribution;
The proposed capital increase or decrease;
The establishment, revocation or amendment of the Bank’s branches;
The property trade and investment decisions;
Auditing management and execution;
The appointment and dismissal of the managers;
The other powers entrusted in accordance with the law and regulations and in the meeting of shareholders;
Article 24 The Board is to convene a meeting quarterly. An extraordinary meeting can be convened for urgent matters or upon the request of a majority of the directors, unless otherwise provided by the Company Law; it is to be convened by the Chairman.

To strengthen the management functions, the Board may set up functional committees for various types of functionalities with the terms of powers regulated by the Board separately.

Article 25 Directors shall attend the Board meeting in person. The directors who are unable to attend the meeting for reasons may appoint another director to attend the meeting by proxy each time and with the scope of authorization detailed.

The proxy referred to above is limited to one representative only.

Article 26 The resolutions of the Board, unless otherwise provided by the Company Law, must be with the attendance of the majority of the directors and the consent of the majority of the attending directors. The minutes of meeting should be signed or sealed by the Chairman.
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Article 27 When the number of the director discharged is over one thirds of the elected seats, the Board shall convene a meeting of shareholders for a lawful election. The newly reelected directors are to serve the remaining tenure of the former directors.
Article 27-1 The compensation of the Chairman is for an amount equivalent to 1.25 times of the total remunerations paid to the President.

The Board is authorized to pay the compensation of the Vice Chairman, Managing General Director and independent directors by referring to the payment level of the industry, but the payment amount is limited to 1.1 times the total remunerations paid to the President.

Independent Directors are not eligible for our bank’s earnings distribution.

Our bank may pay for liability insurance policies that cover the liabilities for damages as defined by statutes or court ruling within the scope of the business of Directors.

Article 28 The President and Vice President may be invited to attend the Board meetings, General Board and responsible personnel meeting for consultation.

Chapter 6 Audit Committee

Article 29 The Auditing Committee of the Bank is consisted of all the independent directors. The term of office is identical with the term of office for the independent directors and the committee shall contain at least 3 members of whom at least one shall be expertise in accounting or finance.

The performance of the duties and exercise of rights by the Auditing Committee, the meeting procedure and other rules to comply shall be based on the “Regulation Governing the Exercise of Power of the Audit Committees of Public Companies” and the “Organizational Code of the Auditing Committee” of the Bank.

Article 29-1 (Deleted)

Article 30 (Deleted)

Article 31 (Deleted)

Chapter 7 The management

Article 32 The Bank has the President appointed to manage the overall business per the instructions of the Board. Several Vice Presidents and Junior V.P. are appointed to assist the President in business operations with the appointment and dismissal powers resolved by the majority of directors. The President is to have a number of managers appointed and presented to the Board for approval by the majority of directors.

The Bank has one auditor appointed equivalent to a V.P. in ranking with

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the approval of two thirds of the directors; also, the appointment, dismissal, or transfer of the auditor should be reported to the competent authorities in advance.

Chapter 8 Accounting

Article 33 The Bank has the business operations settled at the end of each month and the final settlement scheduled on December 31.
Article 34 The Bank shall have the following books and statements prepared after the annual settlement for the review of the Board and the audit of the Audit Committee; also, submitted to the meeting of shareholders for admission and reported to the competent authorities and the Central Bank for filing within 15 days, respectively.
Business report
Financial statements
Earnings distribution or deficit compensation proposal;
Article 35 If the Bank has a surplus in account settlement of the fiscal year, the Bank shall pay income tax as required by law and cover the loss carried forward, followed by the allocation of 30% as legal reserve, and to allocate mandatory provision and reversal of retained earnings. The remainder will be paid out as employee bonus from 1% to 3% while the remuneration to the Directors shall not exceed 1.5% with the Board of Directors being authorized to determine the payment within the aforementioned range on an annual basis. If there is still a remainder, accumulate with the undistributed earnings of the previous year and map out a plan for the distribution of the earnings.

The Board shall retain the required fund subject to the change of operating environment, operation and investment needs before proposing the proportion between cash and stock Dividends for the approval of the shareholders’ meeting:

The cash dividends shall be no less than 10% of the Dividends and bonus allocated to shareholders.
Notwithstanding, if the Dividends are allocated at less than or equal to NTD 0.3 per share, the earnings may be allocated in the form of stock Dividends in full.

If the capital adequacy ratio fails to reach the legal ratio, the earnings shall be allocated in accordance with the Banking Act and the competent authority’s requirements.

Chapter 9 Appendix

Article 36 The Bank’s organizational rules are prescribed separately.

Article 37 The matters that are not regulated in the Company Corporate Charter

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(Articles of Incorporation) should be processed in accordance with the Company Law, the Banking Act and related laws and regulations.
Article 38 The Company Corporate Charter (Articles of Incorporation) is implemented after the resolution reached in the meeting of shareholders, so is the amendment. The Company Corporate Charter (Articles of Incorporation) was established on October 22, 1977 and implemented on January 1, 1978.
The 1[st] amendment was implemented on March 4, 1979. The 2[nd] amendment was implemented on March 9, 1980. The 3[rd] amendment was implemented on March 1, 1981. The 4[th] amendment was implemented on March 7, 1982. The 5[th] amendment was implemented on March 5, 1983. The 6[th] amendment was implemented on March 7, 1985. The 7[th] amendment was implemented on March 22, 1986. The 8[th] amendment was implemented on March 19, 1987. The 9[th] amendment was implemented on March 23, 1988. The 10[th] amendment was implemented on March 23, 1989. The 11[th] amendment was implemented on October 5, 1989. The 12[th] amendment was implemented on March 23, 1990. The 13[th] amendment was implemented on June 28, 1991. The 14[th] amendment was implemented on October 13, 1992. The 15[th] amendment was implemented on June 5, 1993. The 16[th] amendment was implemented on April 23, 1994. The 17[th] amendment was implemented on June 10, 1995. The 18[th] amendment was implemented on October 18, 1995. The 19[th] amendment was implemented on March 28, 1996. The 20[th] amendment was implemented on May 8, 1997. The 21[st] amendment was implemented on June 20, 1998. The 22[nd] amendment was implemented on October 12, 1998. The 23[rd] amendment was implemented on May 18, 1999. The 24[th] amendment was implemented on June 15, 2000. The 25[th] amendment was implemented on May 17, 2002.
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The 26[th] amendment was implemented on June 25, 2003. The 27[th] amendment was implemented on June 9, 2006. The 28[th] amendment was implemented on December 7, 2006. The 29[th] amendment was implemented on June 15, 2007. The 30[th] amendment was implemented on June 13, 2008. The 31[st] amendment was implemented on June 19, 2009. The 32[nd] amendment was implemented on June 15, 2010. The 33[rd] amendment was implemented on June 22, 2011 The 34[th] amendment was implemented on June 13, 2013. The 35[th] amendment was implemented on June 19, 2014. The 36[th] amendment was implemented on June 2, 2015.

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Appendix 4

Shareholdings of Directors

All directors and supervisors minimum shareholding and the shareholdings listed in the registry of shareholders

Title	Shareholdings	Shareholdings registered in the registry of shareholders	Remarks
Director	76,416,065 Shares	246,074,247 Shares

Note: The stop transfer date is scheduled on April 23, 2016.

Directors and supervisors shareholding list

Title	Name	Shareholdings registered in the registry of shareholders
Chairman	Representative of Hsu Tian Investment Co.,Ltd.: Chun-ShengLee	42,005,217
Vice Chairman	Representative of Hsu Tian Investment Co.,Ltd.: Kuei-FongWang	42,005,217
Managing Director	Representative of Hsu Tian Investment Co.,Ltd.: Jer-ShyongTsai	42,005,217
Managing Director	Representative of Hsu Tian Investment Co.,Ltd.: Chin-Yuan Lai	42,005,217
Independent Managing Director	Hsi-Rong Huang	0
Independent director	Jin-Yi Lee	0
Independent director	Chen-Le Liu	0
Director	Representative of Hsu Tian Investment Co.,Ltd.: Hsin-ChingChang	42,005,217
Director	Representative of Hsu Tian Investment Co.,Ltd.: Ching-Yuan Lin	42,005,217
Director	Representative of Hsu Tian Investment Co.,Ltd.: Ming-Shan Chuang	42,005,217
Director	Representative of Hsu Tian Investment Co.,Ltd.: Wei-LiangLin	42,005,217
Director	Representative of Pan Asia Chemical Corporation: Meng-LiangChang	184,361,307
Director	Representative of I Joung Investment Co.,Ltd.: Ching-Hsin Chang	18,016,668
Director	Representative of Ho Yang Management Consultant Co.,Ltd.: Chien-Hui Huang	1,691,055
Director	Representative of Ho Yang Management Consultant Co.,Ltd.: Yu-Chun Chen	1,691,055

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AI assistant

T.C.C.B. — AGM Information 2016

52197_rns_2016-07-07_3e221f5a-089a-450e-acea-c2e0188bb016.pdf

The 2016 Annual Meeting of Shareholders Annual meeting handbook

Index

Taichung Commercial Bank Co., Ltd.

VIII. Adjournment

Discussions

“Taichung Commercial Bank’s Corporate Charter” (Articles of Incorporation) amended before and after

Management Presentation (Company Reports)

Management Presentation (Company Reports) Report No. 1

The 2015 Business Report

(VI) R&D

III. Future development strategies

IV. Summary of business plan 2016

Management Presentation (Company Reports) Report No. 2

Taichung Commercial Bank Co., Ltd. Audit Report of the Auditing Committee

Management Presentation (Company Reports) Report No. 3

Management Presentation (Company Reports) Report No. 4

TAICHUNG COMMERCIAL BANK had no perpetual non-cumulative subordinated financial bonds in 2015

I. Reasons for issuance:

II. Bond Information:

III. Subscription object: Professional institutional investors

Management Presentation (Company Reports) Report No. 5

Taichung Bank’s 2015 Stock Issuance for Cash Capitalization report

II. Determination of issue price:

III. Stock subscription:

Management Presentation (Company Reports) Report No. 6

The “Procedural Rules for Board of Directors Meetings of Taichung Commercial Bank” amendment before and after

Management Presentation (Company Reports) Report No. 7

Articles 25 of the Banking Act

Proposals

Proposal No. 1

Proposal No. 2

Taichung Commercial Bank Co., Ltd.

Earnings Distribution Statement

2015

Discussions

Discussion No. 2

Discussions No. 3

Article 21:

Appendices

Auditor’s Report

To: Taichung Commercial Bank Co., Ltd.

Taichung Commercial Bank Co., Ltd.

Individual Balance Sheet

Taichung Commercial Bank Co., Ltd. Individual Income Statement January 1 to December 31, 2015 and 2014

(Continued from previous page)

Taichung Commercial Bank Co., Ltd.

Taichung Commercial Bank Co., Ltd. Individual Statements of Cash Flow January 1 to December 31, 2015 and 2014

(Continued from previous page)

(Continued from previous page)

Auditor’s Report

To: Taichung Commercial Bank Co., Ltd.

Unit: NTD thousand

Taichung Commercial Bank Co., Ltd. and subsidiaries

Consolidated Income Statement

January 1 to December 31, 2015 and 2014

(Continued from previous page)

(Continued from previous page)

Taichung Commercial Bank Co., Ltd. and subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

Unit: NTD thousand

Taichung Commercial Bank Co., Ltd. and subsidiaries

Consolidated Statements of Cash Flow

January 1 to December 31, 2015 and 2014

(Continued from previous page)

(Continued from previous page)

Taichung Commercial Bank Co., Ltd.

Rules of Procedure for Shareholder Meetings

Taichung Commercial Bank

Chapter 9 Appendix

Shareholdings of Directors

More from T.C.C.B.

T.C.C.B. AGM Information 2016