Stock No: 2812

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Taichung Commercial Bank Co., Ltd.

The 2024 Annual Meeting of Shareholders Annual Meeting Handbook

Time: 9:00 a.m. on May 24, 2024

Address: 10F., No. 87, Minquan Rd., West Dist., Taichung City, Taiwan Method for convening: Hybrid shareholders meeting

I. Agenda .................................................................................................. 2 II. Management Presentation (Company Reports).................................... 4 III. Proposals ............................................................................................... 28 IV. Discussions ........................................................................................... 32 V. Questions and Motions VI. Appendix 1. Independent Auditors' Report and Financial Statements ............ 127 2. Articles of Incorporation ............................................................. 151 3. Rules of Procedure for Shareholders Meetings ........................... 160 4. Shareholdings of Directors .......................................................... 170

Taichung Commercial Bank Co., Ltd. The 2024 Annual Meeting of Shareholders Agenda

Report the number of shares represented by the attending shareholders and call the Meeting to Order
Chairperson Remarks
Management Presentation (Company Reports):
(1) The 2023 Business Reports
(2) Report on the review of 2023 Final Accounts by the Audit Committee and the communication situation with the internal audit supervisor and CPAs.
(3) Report on the 2023 distribution of remuneration to employees and directors.
(4) Report on the construction progress of the new headquarter building and the implementation status of the financial budget.
(5) Report on the amendments of the Rules of Procedure for Board of Directors Meetings of the Company.
Proposals:
(1) The proposal of the 2023 Business Report and financial statements
(2) The proposal of the 2023 Earnings Distribution Statement
1. Discussions:
(1) Handling the issuance of new shares issued through capitalization of earnings in 2023.
(2) Amendments to Articles of Incorporation of the Company.
(3) Amendments to Regulations Governing Election of Directors of the Company.

(4) Amendments to Rules of Procedure for Shareholders

Meetings of the Company.

(5) Amendments to Procedure for Acquisition or Disposal of Assets of the Company.

6. Questions and Motions

7. Adjournment

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

Management Presentation (Company Reports)

Management Presentation (Company Reports) No. 1

The 2023 Business Reports (Please refer to Pages 6–11 of the Annual Meeting Handbook)

2023 Business Report

1. Business results in 2023

(1) Domestic and international financial environment in 2023

Looking back at the overall economic situation in 2023, the wave of monetary tightening by the world’s major central banks indeed caused a mild slowdown in the inflation rate. Although high interest rates simultaneously suppressed economic growth, the economy remained unusually resilient in a headwind environment. Additionally, the hysteresis effects of the pandemic continued to ferment. Both labor demand and consumption momentum strongly supported the markets of developed economies. The global supply chain underwent diversion and reconstruction amid the tense situation of the Russia–Ukraine war, the Israel–Palestine war, and other potential geopolitical risks; friendshoring and nearshoring will benefit emerging market countries, while accelerating the phenomenon of economic blockification, which is expected to drive steady economic growth in these countries. Moreover, generative artificial intelligence (hereinafter referred to as Generative AI) technology rapidly emerged. Although human–machine collaboration has yet to become a largescale application, the upstream, middle, and downstream of its industry chain included major economies and developing countries, which opened up another new economic battlefield.

In comparison, the Central Bank of our country adopted a relatively dovish monetary policy, and the low interest rate environment gradually widened the spread between our interest rates and United States interest rates, leading to a slow depreciation of New Taiwan Dollar exchange rates. It is widely expected that the Federal Reserve will fully launch an interest rate cut cycle in 2024; with the response of our Central Bank, the New Taiwan Dollar exchange rate may sharply rebound. The Directorate General of Budget, Accounting and Statistics, Executive Yuan announced that Taiwan’s economic growth rate for 2023 was 1.31%, with GDP per capita of US$32,327; the comprehensive judgment score for the corresponding business monitoring indicator in December 2023 was 20, with the light signal continuing to show yellow-blue, and leading indicators and coincident indicators continuing to rise. This indicates that the domestic economy is expected to continue to recover; nevertheless, we still need to pay attention to follow-up changes. Looking at the comprehensive world situation in recent years, it seems that repeated sudden outbursts of exceptional and shocking events are no longer anomalies but will become the new normal in history. Only by seeking transformational opportunities, maintaining flexibility, and improving resilience in this unpredictable future can we continue sustainable operations in a changing environment.

(2) Changes in the Bank’s organization
In order to enhance the functions of the Board of Directors and enact the Bank’s sustainable development implementation, the establishment of the Sustainable Development Committee was approved on July 13, 2023, and the Organizational Rules of the Sustainable Development Committee were formulated.
In response to the establishment of the Sustainable Development Committee and the revision of its organizational rules, the original “Corporate Governance and Nomination Committee” was changed to the “Nomination Committee”.
In order to improve the Bank’s capital utilization efficiency so as to increase trading and investment income, the “Strategic Trading Section” was established under the Treasury Dept.
In order to strengthen the digital development of the Bank’s personal finance business and enhance the digital competitiveness of our consumer banking business, the “Digital Development Section” was established under the Consumer Banking Dept.
Adhering to the corporate brand spirit “We Do Our Best for You”, we continued to expand our business scope to provide local diversified financial services. In 2023, we added a total of three domestic branches and one overseas branch:
- In September 2023, the Toufen Branch was established, with artwork displayed in the business hall so that customers can experience a visual and spiritual double feast while conducting business.
- In November 2023, the Xizhi Branch was established. In addition to serving both the Taipei and New Taipei areas, it is also an outpost for Keelung and Yilan, intended to bring more financial options and convenience to people and enterprises in the Xizhi area.

  - In November 2023, the Anping Branch was established; this is the Bank’s third branch in Tainan City. It adopts a green building design with fashionable spaces, creating a comfortable wealth management environment where customers can enjoy the feeling of being honored.

  - In response to the promotional goals for the government’s policy, we have provided diversified international financial services and expanded our overseas market presence to the New Southbound countries. The representative office in Ho Chi Minh City, Vietnam, was open in June 2023. It is expected to provide Taiwanese businessmen with financing services, assist them in expanding overseas markets, and deepen New Southbound economic and trade relations.

(3) Operational plan and business strategy implementation results
Outstanding profit performance and sound asset quality
- Thanks to the Bank’s precise business development strategy and the subsequent effects of interest rate hikes, both our interest and fee income grew significantly in 2023, and we also experienced a brilliant growth in the Taiwan stock market. With appropriate financial operations, our net profit after tax reached NT$6.821 billion and the after tax earnings per share reached a new historical high of NT$1.31 in 2023. Additionally, the non-performing loans ratio was 0.14% and the loan loss provision coverage ratio was 935.33% at the end of 2023, which shows that coinciding with profit growth, we also took risk control and asset quality into consideration to stabilize the continuity of operations. The capital adequacy ratio was 15.47%, the Tier 1 capital ratio was 13.67%, and the common equity ratio was 11.85% at the end of 2023.
Steady growth in deposit and lending size; sustainable practices in credit extension In 2023, the Bank continued to maintain steady growth in deposit size and achieved sound results in terms of operating performance through variant internal incentive measures. The deposit business focused on small and effective depositors so as to effectively consolidate the structure, whereas the credit extending business focused on making good use of our financial influence to increase our green positions in credit extension and set our goals for sustainable operations over the next 70 years. Meanwhile, self-occupied housing loans with relatively low risk weights were targeted as the main focus of the consumer banking business. This was supplemented by the launch of LINE official account services, which strive to become a strong source of support for customers in life.
Protecting customers’ rights and interests; wealth management fee income soaring We improved the quality and quantity of customer services in all aspects and properly implemented the duty of care of good managers; we provided professional trading advice and investment direction by giving appropriate care to older adult customers (ages 65 years and above), paying on-site visits to customers with large losses, improving the customer dispute handling mechanism, and conducting regular performance tracking and industry analysis. In 2023, our fee income from wealth management-related businesses grew significantly, with a growth rate of 17.07%, which continued to optimize the Bank’s income source structure ratio.
Perfecting treating customers fairly; deeply internalizing ESG By continuously improving our operating procedures, barrier free environments, and friendly financial services, the Bank received positive comments from representatives of disabled groups in the “Financial Institutions Barrier Free Facilities Survey”. Meanwhile, for the first time, we invited a consulting company to provide guidance on treating customers fairly. Furthermore, we continued to properly fulfill our corporate social responsibility (CSR): we organized blood donation activities for the sixth consecutive year, continued our long-term sponsorships of athletes, and held a large-scale charity carnival for our 70th anniversary. In the future, we will continue to invest in social welfare and pay attention to issues related to friendly finance so as to achieve our goals with the power of warmth and friendliness.
(4) Achievements and affirmations
“We Do Our Best for You” is the corporate brand spirit of the Bank. We uphold professional functions and considerate services, cooperate with the government to promote various important policies, continuously explore various business opportunities, and shoulder and implement the core concepts of Services, Products, Professionalism, Customers, and Public Welfare as bestowed on the financial industry. With the concerted efforts of all colleagues, we received recognition and awards

from all walks of life in 2023 as follows:

The Bank was ranked as one of the top 6–20% among TWSE-listed companies in the 9th (2022) Corporate Governance Evaluation of the Taiwan Stock Exchange.
The Bank passed the 2022 Taiwan Intellectual Property Management System (TIPS) Level A certification (subject matter: trademarks and patents, valid until December 31, 2024).
The Bank received the “Golden Excellence Award” given by the Joint Credit Information Center to outstanding institutions in the credit information inquiry (awarded for 2 consecutive years).
The Bank was selected as the excellent performance bank for the 6th phase of the “New Southbound Policy Target Countries Credit Extending Program” by the Financial Supervisory Commission.
The Bank was ranked among the “Top 5000 Large-scale Enterprises in Taiwan” by China Credit Information Service, Ltd. (CRIF).
The Bank won the “Best Customer Recommendation Award” in Wealth Magazine’s Wealth Management Awards.
The Bank won the “Best Social Inclusion Award” and “Best Sustainable Operations Award” in the Excellent Bank Rating.
The Bank received the Class 1 Silver Award in the financial and insurance industry for the sustainability report category of the 16th Taiwan Corporate Sustainability Award (TCSA), given by the Taiwan Institute for Sustainable Energy.
The Bank Won the “Banking Industry Sustainability Category – Corporate Social Responsibility Award” in the Want Want China Times Financial Services Appraisal Grand Awards.
The Bank Won the 2022 “Green Credit Extension Promotion Award” for outstanding financial institutions in the credit guarantee financing business for small and medium enterprises.
The Bank won the Sports Promoter Award – “Sponsorship Class Gold Award” and “Sponsorship Class Long-term Sponsorship Award” given by the Ministry of Education (awarded for 4 consecutive years, from 2020–2023).
The Bank won the Procurement Award – Third Prize in the 2023 “Buying Power Social Innovation Products and Service Procurement Incentive Mechanism” of the Small and Medium Enterprise Administration of the Ministry of Economic Affairs (awarded for 2 consecutive years).
The Bank won the “Eldercare Financial Planning Consultant – Outstanding Talent Award” from the Trust Association.
The Bank won the 2023 Lohas Enterprise Poll - Financial management and Consulting – Gold Award from 1111 Job Bank.
The Bank won the “Employee Salary Survey – Contributions in Statistics award” from the Directorate General of Budget, Accounting and Statistics, Executive Yuan.
The Bank won the “Commercial Times Digital Finance Award – Digital Information Security Quality Award”.
The Bank won the “Euro Clearing Elite Quality Recognition Award” from JPMorgan Chase Bank and the Straight-through Processing (STP) Award from Bank of New York Mellon.
The Bank was ranked among the world’s top 1,000 banks in 2023 by the authoritative British banker magazine The Banker ; it ranked 453rd in the world and 17th in Taiwan, and has remained among the top 500 banks for 5 consecutive years.
The Bank was honored as the “2023 Excellent Internship Institution for Industry and Academia Collaboration” by Overseas Chinese University.

(5) Financial income and expenditure, and profitability analysis

Indicators	2023
Net profit before tax	NT$8.061 billion
Net profit after tax	NT$6.821 billion
After-tax earnings per share (EPS)	NT$1.31
Capital adequacy ratio (BIS)	15.47%
Return on Equity (ROE)	9.36%

(6) 2023 budget implementation
The average balance of the deposits both in foreign currencies and New Taiwan dollar in 2023 was in the amount of NT$719.160 billion, an increase of NT$28.723 billion from that in the previous year, growing 4.16% thereof.
The average balance of the loans both in foreign currencies and New Taiwan dollar in 2023 was in the amount of NT$543.023 billion, an increase of NT$24.048 billion from that in the previous year, growing 4.63% thereof.
The foreign exchange undertaken in 2023 was in the amount of US$24.156 billion, reaching 119.41% thereof.
(7) Research and development status

The Bank actively developed digital finance, regularly held “Digital Financial Development Meetings” to review the Bank’s digital status and changes in the overall market environment, actively and developed the field of digital finance. The main axes of its developmental strategy were and the optimization of the digital platform, implementation of customer group management, and practice of sustainable development. Through growth driven by information innovation, the Bank continued to innovate digital services so as to meet customers’ needs in financial life, improve efficiency, and maintain the Bank’s competitiveness.

Information on the Most Recent Credit Rating
(1) Rating Agency: Fitch Ratings (Taiwan Company)
(2) Announcement Date for Rating: March 31, 2023
(3) Credit Rating

redit Rating
	Domestic			International
Long Term	Short Term	Outlook	Long Term	Short Term	Outlook
A(twn)	F1(twn)	Stable	BBB-	F3	Stable

Summary of the 2024 business plan
(1) Management principles and important management policies
1. Actively increase the size of assets, deposits and lending; optimize the structure of foreign currency deposits; expand custody capacity; adjust credit extension strategies; focus on stable and high-quality credit extension customers; and operate fixed income products flexibly and actively.
2. Use the Bank’s role as a financial intermediary to benefit society and the environment by fully cooperating with the government in promoting the New Southbound Policy, assisting in expanding overseas markets, promoting ESG-compliant credit extension business, and encouraging corporate customers to pursue the goal of net-zero carbon emission sustainable development.
3. Use data to expand customer base management, take “customers’ rights and interests first” as the main operational axis, improve all-round and differentiated product lines, launch the LINE official account, and make good use of multiple channels and segment labeling for precise marketing.
4. Launch a whole new digital banking brand, Lolly Bank, to extend digital customer

acquisition channels, create the Bank’s exclusive digital financial ecosystem, manage a new generation of digital customer groups, and create a high-quality scenario-based financial experience.

Internally: uphold the principles of responsible investment internally and take action to support the low-carbon and green plans of invested companies; externally: continue to strengthen climate risk financial disclosures of the TCFD, practice sustainable development as the core of decision making, and actively respond to the green trend.
Provide one-stop shopping services for elder care trust customers with the Trust 2.0 Comprehensive Trust, optimize Internet banking and barrier-free online ATM functions, build barrier-free facilities on business premises with the professional perspectives of social welfare experts, and integrate virtual and real channels to construct an all-around barrier free environment.

(2) Expected Operational Goals

environment. cted Operational Goals
Item	Goals bythe end of 2024
Deposits (including foreign currencies)	NT$764.2 billion
Lending (including foreign currencies)	NT$576.5 billion
Foreign Exchanges Operations	Annual amount US$21.7 billion

4. Future development strategy

Looking comprehensively at the overall global economic situation, high inflation and high interest rates have weakened end demand, major economies have not performed as well as expected, and the geopolitical impact of ongoing wars has continued to intensify. We will continue to face a variety of uncertain challenges in the future. By taking the overall financial environment into account and responding to the competent authority’s policies, the Bank has adopted sustainable operations as its policy direction, premised on stable foundation, to actively create a common good financial field in the three key aspects of Sound Expansion of Operations, Sustainable Transformation and Innovation, and Social Friendliness and Inclusion”.

Impact of the external competitive environment, regulatory environment, and overall operating environment

Disasters caused by abnormal climate have become more frequent in various places around the world in recent years. In July 2022, the United Nations General Assembly passed a resolution recognizing that “a clean, healthy, and sustainable environment is a basic human right”, and urged countries around the world to properly implement equitable obligations across generations. In response to this, the government has amended the Climate Change Response Act and formulated relevant adaptation action plans. Starting by examining the social, industrial, daily life, and energy aspects, it regards technology as an important driving force for net-zero emissions in 2050, and actively guides funds to green industries through the Green Finance Action Plan. These measures aim to strengthen the country’s overall adaptability and resilience to climate change by building a green energy technology island through public–private collaboration, and further emphasizing that sustainable development is the safeguard of justice for future generations.

The post-pandemic era is the beginning of comprehensive transformation. With the goal of living in a safe society, financial stability is being promoted through social housing combined with sound housing market policies and stronger controls on credit extension risks for financial institutions. With societal inclusivity as its foundation, the government has implemented the Geroscience Technology Industry Action Plan and the Sub-placement Fertility Countermeasure Plan, which use smart technology to improve quality of life for older adults and build a safe and friendly environment for childbirth and child rearing. The government, promotes all-around forward-looking infrastructure construction for the long-term benefit of society that, in addition to improving people’s quality of life, balances regional and rural development, and expands digital transformation to drive private investment. Moreover, the government has even adopted social innovation and regional revitalization as national policies at the security strategic level. These are not only important foundations for youth entrepreneurship and enterprise development, but also brand-new strategies to solve future economic, social, and environmental problems. In terms of building an innovative, inclusive, and sustainable future, they are important channels for developing new economic models.

With the rise of generative AI, chips have become the original driving force of the global technology industry. The 10-year plan of the Taiwan Chip-based Industrial Innovation Program captures the new golden wave of technology and accelerates industrial evolution by using the smart Internet of Things to connect the world. Taiwan is located at the hub of the Asia-Pacific, and as an island founded on economic and trade activities, it is particularly important to have global mobility competitiveness. The 2030 Bilingual Policy expects to cultivate bilingual talents in the long term to connect with the world, allowing the world to come to Taiwan as well as Taiwan to the world.

In this age of tumultuous changes, Taiwan’s overall policy development is geared toward the common good of all generations as they recover, adjust, and stabilize in the new normal of the postpandemic era. By combining the advantages of digital technology and implementing a vision of sustainable development, the goal is to “leave no one behind” on the road of transformation, and strive to create a warm and resilient Taiwan.

6. Vision

Looking forward, 2024 is full of variables. Founded on the principle of simultaneous consideration for fair customer treatment, information security, performance management, and sustainable operations, the Bank will continue to uphold the brand spirit of “We Do Our Best for You”, operate steadily, actively expand its market presence, expand profits through equal emphasis on quality and quantity, provide diversified products and services, and implement financial equality. We are committed to jointly creating a loving and barrier free environment and creating a sustainable ecosystem in which finance, enterprises, and the social environment can coexist and prosper together, so as to practice our goal and vision of “the first line of our country, the most expected by society, and the most trusted by customers”.

Sincere wishes to all shareholders

Wishing blessings of everlasting peace, the best of all luck, and prosperity in the Year of the Dragon

President Te-Wei Chia Chairman Chien-An Shih

Management Presentation (Company Reports) No. 2

Report on the review of 2023 Final Accounts by the Audit Committee and the communication situation with the internal audit officers and CPAs. (Please refer to Pages 13–15 of the Annual Meeting Handbook)

Taichung Commercial Bank Co., Ltd.

Audit Committee’s Review Report

The financial statements of the parent company only and consolidated financial statements in 2023 of the Bank have been audited by the certified public accountants of Deloitte Taiwan with the issuance of auditors’ reports, which were released together with the Business Report and proposal for Earnings Distribution. The Auditing Committee has reviewed the aforementioned reports and statements and determined that they are presented fairly. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby present the report for your reference.

To:

2024 Shareholders annual meeting, Taichung Commercial Bank Co. Ltd.

Chairman of Audit Committee

Jin-Yi Lee

February 23, 2024

Communication status for Audit Committee, internal audit officers and CPAs

Date	Communication method	Counterparty of communication	Communication matters	Result
Feb. 22, 2023	Audit Committee	Chief Auditor of the Company	Audit report for the 4th quarter of 2022	Acknowledged
	Meeting	CPAs of the Company	General explanation of the Company's annual audit for the year 2022	1.Explained and communicated with independent directors on matters inquired about. 2. Acknowledged
May 3, 2023	Audit Committee	Chief Auditor of the Company	Audit report for the 1st quarter of 2023	Acknowledged
	Meeting	CPAs of the Company	General explanation of the audit for the 1st quarter of 2023	1.Explained and communicated with independent directors on matters inquired about. 2. Acknowledged
Aug. 9, 2023	Audit Committee	Chief Auditor of the Company	Audit report for the 2nd quarter of 2023	1.Explained the issues raised by the independent directors. 2. Acknowledged
	Meeting	CPAs of the Company	General explanation of the audit for the 1sthalf of 2023	1.Explained and communicated with independent directors on matters inquired about. 2. Acknowledged
Nov. 1, 2023	Audit Committee	Chief Auditor of the Company	Audit report for the 3rd quarter of 2023	1. Explained the issues raised by the independent directors and handle the matters as recommended by the independent directors. 2. Acknowledged
	Meeting	CPAs of the Company	General explanation of the audit for the 3rd quarter of 2023 Audit Planning for the year 2023	1.Explained and communicated with independent directors on matters inquired about. 2. Acknowledged
Nov. 2,	Conference	Chief auditor	Conference on the	1. Explained and

2023		and audit colleagues of the Company	internal control system and related matters	communicated with independent directors on matters inquired about. 2.Acknowledged, and the meeting minutes were submitted and reported to the Board of Directors.
Dec. 13, 2023	Audit Committee	Chief Auditor of the Company	Drawing up the Company's internal audit plan for the year 2024	1.Explained and communicated with independent directors on matters inquired about. 2. Handle the matters as recommended and submitted it to the Board of Directors for review.

Management Presentation (Company Reports) No. 3

Report on the 2023 distribution of remuneration to employees and directors

Explanation:

In accordance with Article 35 of the Articles of Incorporation of the Company: “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 2.5% of the aforementioned amount as remuneration to the Directors. The distribution of remuneration to employees and directors shall be reported in the Shareholders Meeting. If the Bank has accumulated deficit, an equivalent amount shall 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".
The Company's profit for the year 2023 as audited by the CPAs was in the amount of NT$8,332,052,238, from which the employee remuneration, director remuneration, and income tax expense were not set aside.
It is proposed that 0.75% of the profit for the current year of 2023 be set aside as employee remuneration and 2.5% thereof as director remuneration, in an amount of NT$62,490,392 and NT$208,301,306 respectively, all of which to be paid in cash.

Management Presentation (Company Reports) No. 4

Report on the construction progress of the new headquarter building and the implementation status of the financial budget. Explanation:

As of January 17, 2024, the overall scheduled progress is 81.6360% and the actual progress is 81.6434%, accounting for the current difference in the progress by +0.0074%. The implementation status of the construction is described as follows:
(1) Steel structural work: Steel column sections 1–17 manufactured in the factory (B1F–PRRL) have been fully completed, and the steel column hoisting operation (including steel beam for the roof frame) has also been completed.
(2) Above ground structural work: The floor structure on the 38th floor and below as well as the floor structure from R1F to PRF have been completed.
(3) Curtain wall work: The hoisting of curtain wall units on the 38th floor and below has been completed, with the recessed area completely filled up to the 37th floor, which is expected to be completed on January 19, 2024. After this, hoisting work will continue on R1F and above (including the roof protrusion), which is expected to be completed on March 22, 2024. The entire work (including the roof protrusion and the partition curtain wall) is expected to be completed on March 30, 2024.
(4) Underground excavation and structural engineering: Underground floors B10F and above as well as the raft foundation floor structure (including excavation supports) have been fully completed.
(5) Renovation work: The above-ground wall plastering is in progress, and the underground wall plastering, painting, doors and windows, epoxy resin flooring, and waterproofing projects are in progress.
Additionally, on September 29, 2022, the Bank commissioned Rich Honour Design Group to carry out interior renovation design and planning. In accordance with the contract, the supplier shall complete the interior design prior to March 31, 2024.
As of January 17, 2024, for the commissioned technical services of planning, design, and construction supervision on the main structure, the payment request for the completed design stage in the amount of NT$355,605,750 (budget amount: NT$480 million) has been completed; the payment request for the construction project is in the amount of NT$8,027,761,028 (budget amount: NT$11,154,971,857); and the payment request for the design of interior decoration is in the amount of NT$117,000,000 (budget amount: NT$195,000,000).

In accordance with the resolution of the 57th Construction Committee passed on January 16, 2024, to ensure that the Bank can move in to the new headquarter building prior to July 1, 2026, we have applied for a use permit for the entire building in conjunction with handling the interior renovation of the Bank’s floors. This will facilitate the simultaneous interior renovation work of the Bank’s floors. Because the floor plan layout of the hotel has not yet been confirmed, the interior renovation work of the hotel floors will be contracted out separately after the use permit is obtained.
In summary, after the use permit is obtained, we will proceed with the application for the interior renovation permits for the hotel floors in separate stages; this will prevent the Bank’s interior renovation work from being affected by factors of the lessee of the spare space, thereby speeding up the schedule for the Bank to move into the new headquarter building. The impact of this major capital expenditure on the Bank's finance and business is included in the aforementioned related expenses as of December 31, 2023. The Bank's return on assets (ROA) and return on equity (ROE) for the year 2023 were 0.82% and 9.36%, respectively. The earnings per share were NT$1.31, which was higher or an increase compared with the return on assets (ROA) of 0.69% and the return on equity (ROE) of 8.06% in 2022, and the retrospective adjustment of earnings per share at NT$1.07 in 2022. As of the year 2023, this major capital expenditure has had no significant impact on the Bank's finance and business.

Management Presentation (Company Reports) No. 5

Report on the amendments of the Rules of Procedure for Board of Directors Meetings of the Company

Explanation:

It is processed as per the letter of the Taiwan Stock Exchange forwarding the letter No.: Chin-Kuan-Chen-Fa-Tzu-11203839965 dated January 11, 2024 issued by the Financial Supervisory Commission.
In order to perfect the Board of Directors meeting procedures and strengthen corporate governance, the content thereof is revised as follows:
(1) In order to avoid disputes arising from the indeterminate timing of postponed Board of Directors meetings, it is hereby clearly stipulated that if the number of attendees is insufficient, the postponement of the meeting that may be declared by the chairperson shall be limited to that day only. (Revision of Article 12 of the Rules of Procedure for Board of Directors Meetings.)
(2) For practical purposes, so as to avoid impact to the operation of the Board of Directors meeting in scenarios where the chairperson is unable to preside over the meeting in progress for some reason or forthwith declares the meeting adjourned in violation of the rules, the method of selecting the acting chairperson for the Board of Directors meeting has been clearly stipulated. (Revision of Article 13 of the Rules of Procedure for Board of Directors Meetings.)
The revised provisions and the comparison table of the revisions are detailed in the Annex. (Please refer to pages 20–27 of this Handbook.)

The comparison table of the amendments for Rules of Procedure for Board of Directors Meetings of Taichung Commercial Bank Co., Ltd.

	Co.,Ltd.
Clauses after the amendment	Existingclauses	Remark
Article 12 When the time for the meeting has arrived and more than half of the directors are present, the chairperson shall announce the start of the meeting at once. When the time for the meeting has arrived and one half of the directors are not present, the chairperson may announce that the meeting time will be postponedon the same day, provided that only two postponements may be made. If the quorum is still not met after two such postponements, the chairperson may re-call the meeting following the procedures provided in Paragraph 2 of Article 3 hereof. Paragraph 2 (omitted) Article 13 (Paragraphs 1-3 are omitted) During the proceedings of a board meeting, if the chair is unable to chair the meeting or fails to declare	Article 12 When the time for the meeting has arrived and more than half of the directors are present, the chairperson shall announce the start of the meeting at once. When the time for the meeting has arrived and one half of the directors are not present, the chairperson may announce that the meeting time will be postponed, provided that only two postponements may be made. If the quorum is still not met after two such postponements, the chairperson may re-call the meeting following the procedures provided in Paragraph 2 of Article 3 hereof. Paragraph 2 (omitted) Article 13 (Paragraphs 1-3 are omitted)	1. According to the general explanation for the amendment in letter No. Chin-Kuan-Cheng- Fa-Tzu-11203839965 issued by the Financial Supervisory Commission on January 11, 2024, in order to avoid disputes arising from the indeterminate timing of postponed Board of Directors meetings, it is hereby clearly stipulated that if the number of attendees is insufficient, the postponement of the meeting that may be declared by the chairperson shall be limited to that day only. 2. Paragraph 2 is not revised. 1. Paragraphs 1 to 3 are not revised. 2. According to the general explanation for the amendment in letter No. Chin-Kuan-Cheng- Fa-Tzu-11203839965 issued by the Financial Supervisory Commission on January 11, 2024, for practical purposes, so as to avoid impact to the operation of the Board of Directors meeting in scenarios where the chairperson is unable to preside over the meeting in progress for some reason or forthwith declares the meeting adjourned in violation of the rules, Paragraph 4 is hereby added, which clearly stipulates that the provisions of Paragraph 3 of Article 10 will apply
the meeting closed as provided in paragraph 2, the provisions of Article 10, paragraph 3 shall apply
mutatis mutandis to the selection of
the deputy to act in place thereof.

mutatis mutandis to the selection and appointment method of the acting chairperson, where the vice chairman shall serve as the acting chairperson of the meeting; or, if there is no vice chairman or the vice chairman is also on leave or for any reason is unable to act, the chairman of the Company shall designate one managing director to serve as the acting chairperson of the meeting; or, if there is no managing director, the chairman of the Company shall designate one director to serve as the acting chairperson of the meeting; or, if the chairman of the Company fails to make such a designation, the managing directors or directors shall elect one person by and from among themselves to serve as the acting chairperson of the meeting.

Rules of Procedure for Board of Directors Meetings of

Taichung Commercial Bank Co., Ltd.

Article 1 In order to establish a sound board governance system of the Bank, optimize the supervisory function, and strengthen the management mechanism, these Rules are enacted in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies and Paragraph 8, Article 26-3 of the Securities and Exchange Act (hereinafter referred to as the SE Act) for the purpose of compliance.
Article 2 The main agenda items, operational procedures, required content of meeting minutes, public announcements, and other matters required to be complied with shall be handled in accordance with the provisions of these Rules.
Article 3 The Board of Directors of the Bank shall meet at least quarterly.

The reasons for calling a Board of Directors meeting shall be notified to each director at least seven (7) days in advance. However, in case of emergency or upon the request of more than half of the directors, a meeting may be called on shorter notice.

The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.

Matters set out in the various subparagraphs of Paragraph 1 of Article 7, shall be specified in the notice of the reasons for calling the Board of Directors meeting, none of which may be raised by the questions and motions.

Article 4 The Board of Directors meeting of the Bank shall be held at the location and during the business hours of the Company, or at a place and time convenient for the directors to attend and suitable for holding such a meeting.
Article 5 The Board of Directors of the Bank appoints the Office of the Board of Directors as the administration unit for handling matters of board meetings.

The Office of the Board of Directors shall prepare agenda items for the Board of Directors meeting and provide substantial pre-meeting materials, both of which shall be sent together with the notice of the meeting.

A director who is of the opinion that the pre-meeting materials provided are insufficient may request the Office of the Board of Directors to supplement the materials. If a director is of the opinion that materials concerning any motion are insufficient in content, the deliberation of such a proposal may be postponed by the resolution of the Board of Directors.

Article 6 Agenda items for regular Board of Directors meetings of the Bank shall include at least the following matters:
Management Presentation (Company Reports):
- (1) Minutes of the last meeting and execution status.
- (2) Report on important financial matters.
- (3) Report on internal audit matters.
- (4) Report on other important matters.
Discussions:
- (1) The matters reserved for discussion from the previous meeting.
- (2) The matters for discussion at this meeting.
Questions and motions
Article 7 The Bank shall submit the following matters to the Board of Directors for discussion:

The business plan of the Bank.
Annual and the financial report for the second quarter required to be audited and attested by a CPA.
The enactment of or amendment to the internal control system pursuant to Article 14-1 of the SE Act, and the assessment of the effectiveness of the internal control system.
The enactment of or amendment to, pursuant to Article 36-1 of the SE Act, the handling procedures for major financial or business actions, such as acquisition or disposal of assets, engagement in derivatives trading, making of loans to others, making of endorsements or guarantees for others.
The offering, issuance, or private placement of equity-type securities.
Where the Board of Directors does not have a managing director in place, the election or dismissal of the chairman.
The appointment or discharge of the financial, accounting, risk management, regulatory compliance, and internal audit supervisors.
The donation to a related party or a major donation to a non-related party, provided that public-interest donations of disaster relief for major natural disasters may be submitted to the following Board of Directors meeting for retroactive recognition.
The standard of the performance evaluation and standard of remuneration for managers, and the structure and system of the remuneration for directors.
Matters that shall be approved by resolution at the Shareholders Meeting or Board of Directors meeting under Article 14-3 of the SE Act, other laws and regulations, or the Articles of Incorporation; or significant matter as may be prescribed by the competent authority.

The term “related party” in Subparagraph 8 of the preceding paragraph shall refer to the related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers; The term “major donation to a non-related party” shall refer to any individual donation, or cumulative donations within a 1-year period to a single recipient, reaching the amount of NT$100 million or more, or reaching the amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term “within a 1-year period” in the preceding paragraph shall refer to a period of 1 year calculated retroactively from the date on which the current Board of Directors meeting is convened. Amounts already submitted to and passed by a resolution of the Board of Directs shall be exempted from inclusion in the calculation.

For foreign companies whose stocks have no par value or a par value other than NT$10, the amount calculated at 5 percent of the paid-in capital in Paragraph 2 above shall be calculated instead at 2.5 percent of the shareholder equity.

In the case that the Bank has an independent director or directors, at least one independent director shall attend the Board of Directors meeting in person. In the case of a meeting concerning matters required to be submitted for a resolution by the Board of Directors under Paragraph 1, each independent director shall attend in person; If an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded clearly in the board meeting minutes; An independent director who intends to express an objection or reservation but is unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, provide a written opinion in advance, which shall be recorded clearly in the board meeting minutes.

Article 8 Apart from matters referred to in Paragraph 1 of the preceding article, which are required to be

submitted to the Board of Directors for discussion, during the adjournment of the Board of Directors, the Board of Managing Directors of the Bank shall exercise the powers of the Board of Directors in accordance with laws and regulations, Articles of Incorporation, resolutions of Shareholders Meeting, and resolutions of Board of Directors meetings. The Board of Directors meeting may be convened by the Chairman at any time, and pass the resolution with the presence of more than half of the managing directors, and the approval of more than half of the managing directors present at the meeting.

Article 9 When the Board of Directors meeting is held, an attendance book shall be made ready to be signed by directors attending the meeting and thereafter made available for future reference.

Directors shall attend Board of Directors meetings in person; If the attendance in person is not possible, they may, pursuant to the Articles of Incorporation of the Company, appoint another director to attend as their proxy; The attendance via video conference shall be deemed as attendance in person.

The director appointing another director to attend the Board of Directors meeting in his or her place shall in each case provide the attending director with a written proxy stating the scope of authorization with respect to the reasons for the meeting.

The proxy under Paragraph 2 above shall accept the authorization from one person only.

Article 10 Where the Board of Directors meeting of the Bank is called by the Chairman, the meeting shall be chaired by the Chairman. However, where the first meeting of each term of the Board of Directors is called by the director who receives votes representing the largest portion of voting rights at the Shareholders Meeting in which the directors are elected, the meeting shall be chaired by such a director with the right to call a meeting; If there are two or more directors so entitled to call the meeting, they shall elect one person by and from among themselves to chairperson the meeting.

Where the Board of Directors meeting is called by a majority of directors on their own initiative in accordance with Paragraph 4 of Article 203 or Paragraph 3, Article 203-1 of the Company Act, the directors shall elect one person by and from among themselves to chairperson the meeting.

When the chairman is on leave or for any reason is unable to exercise the powers of the Chairman, the vice Chairman shall act on the behalf of the Chairman; or, if there is no vice Chairman or the vice Chairman is also on leave or for any reason is unable to act, the Chairman shall designate one managing director to act on behalf of the chairperson; or, if there is no managing director, the Chairman shall designate one director to act on behalf of the Chairman; or, if the Chairman does not make such a designation, the managing directors or directors shall elect one person by and from among themselves to act on behalf of the Chairman.

Article 11 When holding the Board of Directors meeting, the Bank may, as necessary for the agenda items of the meeting, notify personnel of relevant departments or subsidiaries to attend the meeting as nonvoting participants. When necessary, the Bank may also invite certificated public accountants, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements. However, they shall leave the meeting when the discussion or voting takes place.
Article 12 When the time for the meeting has arrived and more than half of the directors are present, the chairperson shall announce the start of the meeting at once.

When the time for the meeting has arrived and one half of the directors are not present, the chairperson may announce that the meeting time will be postponed on the same day, provided that only two postponements may be made. If the quorum is still not met after two such postponements, the chairperson may re-call the meeting following the procedures provided in Paragraph 2 of Article 3 hereof.

The term “the entire directors” as referred to in the preceding paragraph and Subparagraph 2, Paragraph 2 of Article 17 shall be calculated with the number of the directors then actually in office.

Article 13 The Board of Directors of the Bank shall conduct meetings following the order of the agenda procedure as scheduled in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.

The chairperson shall not forthwith announce the adjournment without the approval of a majority of directors present at the meeting.

If at any time during the proceeding of the Board of Directors meeting, the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chairperson shall announce suspension of the meeting, in which case Paragraph 2 of the preceding article shall apply mutatis mutandis.

During the proceedings of a board meeting, if the chair is unable to chair the meeting or fails to declare the meeting closed as provided in paragraph 2, the provisions of Article 10, paragraph 3 shall apply mutatis mutandis to the selection of the deputy to act in place thereof.

Article 14 When the chairperson is of the opinion that the matter set out in the motion of the Board of Directors meeting has been sufficiently discussed to a degree of being put to a vote, the chairperson may announce closing of the discussion and bring the motion to a vote.

When a motion comes to a vote at the Board of Directors meeting, the motion shall be deemed approved if no objection is raised by the entire directors present at the meeting upon the inquiry from the chairperson; If an objection is raised upon the inquiry from the chairperson, the motion shall then be brought to a vote. One of the voting methods set out in the following subparagraphs shall be elected by the chairperson:

Vote by raising hands.
Vote by roll call.
Vote by casting the ballot.
Vote by any other means chosen by the Company itself.

“The entire directors present at the meeting” referred to in the preceding paragraph shall not include the directors who are not allowed to exercise their voting rights in accordance with Paragraph 1 of Article 16 hereof.

Article 15 Except as otherwise stated in the SE Act or in the Company Act, a resolution on a motion at the Board of Directors meeting shall require the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.

When there are amendments or substitutes to the same motion, the chairperson shall determine the order of voting in combination with the original motion. However, if one of the proposals has been passed, the other proposals shall be deemed rejected and no further voting shall be required.

For motions to be adopted by voting, the scrutineer and ballot counting personnel shall be designated by the chairperson, provided that the scrutineer shall have the status of directors.

The results of the voting shall be reported on the spot and kept as the record.

If matters resolved by the Board of Directors belong to the material information prescribed by laws and regulations or by the Taiwan Stock Exchange Corporation, the Bank shall transmit the content to the Market Observation Post System within the time limit.

Article 16 If the director him/herself or the juristic person represented by the director is an interested party with respect to any agenda item, the director shall state the important aspects of the relationship involving such interests at the respective meeting. If the relationship is likely to prejudice the interests of the Company, the director shall not participate in the discussion or voting on that

agenda item, and further, shall enter recusal during the discussion and voting on that item, and shall not act as the proxy for another director to exercise voting rights on that matter.

Where the spouse or a blood relative within the second degree of kinship of the director, or a company which has a controlling or subordinate relation with the director, is an interested party with respect to an agenda item as described in the preceding paragraph, such director shall be deemed to be an interested party with respect to that agenda item.

The provisions of Paragraph 2, Article 180 of the Company Act shall apply mutatis mutandis to Paragraph 4, Article 206 of the same Act with respect to resolutions of the Board of Directors when the director is prohibited from exercising voting rights pursuant to the preceding two paragraphs.

Article 17 The discussion in the Board of Directors meeting of the Bank shall be kept in the meeting minutes, which shall record correctly the following matters in detail:
Term (or year) as well as the time and place of the meeting.
Name of the chairperson
Attendance status of directors at the meeting, specifying the names and number of the directors present, on leave, and absent.
Names and titles of those attending the meeting as nonvoting participants.
Name of minutes taker.
Management Presentation (Company Reports).
Discussions: The method of resolutions and the result of each motion; a summary of the comments made by directors, experts, and other persons; the name of the director who is an interested party as referred to in Paragraph 1 of the preceding article, an explanation on the important aspects of the relationship involving such interests, the reasons why the director is required or not required to enter recusal, and the status of such recusal; opinions expressing objections or reservations at the meeting that are included in records or stated in writing; and the opinion issued in writing by the independent director under Paragraph 5 of Article 7 hereof.
Questions and motions : The name of the motion proposer; the method of resolutions and the result for each motion; a summary of the comments made by directors, experts, and other persons; the name of the director who is an interested party as referred to in Paragraph 1 of the preceding article, an explanation on the important aspects of the relationship involving such interests, the reasons why the director is required or not required to enter recusal, and the status of such recusal; and opinions expressing objections or reservations at the meeting that are included in records or stated in writing.
Other matters required to be recorded.

Any matter in relation to a resolution passed at the Board of Directors meeting, where in one of the following circumstances, shall be stated in the meeting minutes and be published and reported on an information reporting website designated by the competent authority within two days from the date of the Board of Directors meeting.

Where an independent director expresses an opinion of objection or reservation that has been included in records or stated in writing.
Where any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of the entire directors.

The attendance book shall form a part of the minutes for each Board of Directors meeting and shall be well preserved during the existence of the Bank.

The minutes of the Board of Directors meeting shall bear the signature or seal of both the meeting chairperson and the minutes taker, and a copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall be well preserved as important company files during the existence of the Bank.

The production and distribution of the meeting minutes referred to in Paragraph 1 may be conducted in electronic form.

Article 18 The Bank shall record on audio or video tape the entire proceedings of the Board of Directors meeting, and preserve such recordings for at least five (5) years. Such preservation may be conducted in electronic form.

If a litigation arises in connection with a resolution of the Board of Directors meeting before the expiration of the preservation period referred to in the preceding paragraph, the relevant audio or video recordings kept as materials of proof shall continue to be preserved until the litigation is concluded.

Where the Board of Directors meeting is held via video conference, the audio-visual materials from the video conference shall form a part of the meeting minutes, which shall be well preserved during the existence of the Bank.

Article 19 The provisions of Article 2, Paragraph 2 of Article 3, Article 4 to Article 6, Article 9 and Article 11 to Article 18 shall apply mutatis mutandis to the procedure for the Board of Managing Directors of the Bank. Paragraph 4 of Article 3 shall apply mutatis mutandis to the election or dismissal of the chairman. However, if the Board of Managing Directors meeting is convened on a regular basis within seven (7) days, the notice to each managing director may be made two (2) days in advance.
Article 20 The enactment of and amendments to these Rules of Procedure shall be approved by the Board of Directors of the Bank and submitted to the Shareholders Meeting for report.

Amendment made by the 26[th] meeting for the 19th Temporary Board of Directors on March 24, 2008. Amendment made by the 4[th] meeting for the 20th Temporary Board of Directors on March 31, 2009. Amendment made by the 7[th] meeting for the 21st Board of Directors on October 17, 2012. Amendment made by the 8[th] meeting for the 22nd Board of Directors on May 6, 2015. Amendment made by the 16[th] meeting for the 22nd Board of Directors on February 3, 2016. Amendment made by the 4[th] meeting for the 23rd Board of Directors on September 7, 2017. Amendment made by the 24[th] meeting for the 23rd Board of Directors on February 25, 2020. Amendment made by the 2[nd] meeting for the 24th Board of Directors on August 6, 2020. Amendment made by the 26[th] meeting for the 24[th] Board of Directors on September 22, 2022. Amendment made by the 9[th] meeting for the 25[th] Board of Directors on February 23, 2024.

Proposals

Proposals No. 1

Proposal: The 2023 Business Report and Financial Statements are presented for adoption.

Explanation: The Company's Business Report, Financial Statements of parent company only and consolidated financial reports of the Bank covering 2023 (Please refer to Pages 6-11and Pages 127-150 of the Annual Meeting Handbook)

Resolutions:

Proposals No. 2

Proposal: The 2023 Earnings Distribution Statement Proposal is presented for adoption.

Explanation:

The net after tax in 2023 was Company’s profit

NT$6,821,433,846.29, Additionally, the disposal of equity instrument investment gains (losses) measured at fair value through other comprehensive income was NT$179,048,867, whereas the reduction of gains (losses) on remeasurements of the 2023 defined benefit plan was in the amount of NT$67,031,513. A total of 30% thereof, an amount of NT$2,080,035,361, was set aside in accordance with the law as a legal reserve, whereas a special reserve of NT$159,684,640.09 set aside was reversed due to the net deduction of other equity accumulated in the previous period, the reversal of expenditures arising from change of jobs or placement of employees, as well as education and training expenses in the amount of NT$768,970, which were within the balance of the special reserve set aside from the 2016–2018 surplus in response to FinTech development. After adding in the undistributed earnings at the beginning of the period in the amount of NT$26,945,103.58, the distributable earnings are in the amount of NT$5,040,814,552.96, which are planned to be distributed as follows:

(1) Shareholder dividends – stock dividends (NT$0.56 per share): NT$2,926,613,400
(2) Shareholder dividends – cash dividend (NT$0.40 per share): NT$2,090,438,137
Taichung Commercial Bank 2023 Earnings Distribution Statement. (Please refer to Page 31 of the Annual Meeting Handbook)

Resolutions:

Taichung Commercial Bank Co., Ltd.

Earnings Distribution Statement

2023

Unit: NT$

Undistributed earnings - beginning		26,945,103.58
Current net profit after tax	6,821,433,846.29
Disposal of equity instrument investments
measured at fair value through OCI, cumulative gains and	179,048,867.00
losses transferred directly to retained earnings
Defined benefit plan remeasurement recognized to retained earnings	(67,031,513.00)
The net profit after tax for the current period plus the
items other than the net profit after tax for the current period are included in the amount of undistributed		6,933,451,200.29
earnings for the current year
Legal reserve appropriated		(2,080,035,361.00)
Reversal for special reserve as required by law		160,453,610.09
Current distributable earnings		5,040,814,552.96
Distributions
Shareholder dividends – stock (NT$0.56per share)	(2,926,613,400.00)
Shareholder dividends – cash (NT$0.40per share)	(2,090,438,137.00)	(5,017,051,537.00)
Undistributed earnings - ending	$	23,763,015.96

Discussions

Discussions No. 1

Proposal: Handling the issuance of new shares issued through capitalization of earnings in 2023, please proceed to discuss. Explanation:

The Company for business needs plans to appropriate stock dividends of NT$2,926,613,400 from the 2023 distributable earnings with 292,661,340 shares issued at the ratio of 56 shares distributed per thousand shares at NT$10 per share.
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 shall be paid with an equivalent cash amount (rounded up to the dollar). The accumulated fractional shares will be subscribed to at par by a specific person designated by the chairman of the Company as authorized by the Board of Directors. For shareholders participating in the allotment of stocks by book entry, the payment for fractional shares of less than one share will be used as the handling fee for the book entry. 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.
The capitalization of retained earnings into new shares is pending on the final approval of the Annual meeting of shareholders and the approval of the competent authority. Once approved, the Annual meeting of shareholders is requested to authorize the Board of Directors to set the dividend day.
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 Annual 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.

The shareholder’s rights and obligations for the new shares are the same as those of the existing shares.
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 bookentry delivery.

Resolutions:

Discussions No. 2

Proposal: Amendments to Articles of Incorporation of the Company, please proceed to discuss.

Explanation:

The amendments to the Articles of Incorporation are as follows:
(1) As registration matters related to the establishment of foreign branches will be handled by the local competent authority, the provision of Article 3 is hereby revised.
(2) In response to the competent authority’s Sustainable Development Action Plan for TWSE/TPEx listed Companies (2023) on measures to strengthen the functions of independent directors and audit committees, and in consideration of Article 4 of the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, the provision of Article 21 is hereby revised.
A comparison table of the amendments of the Company’s Articles of Incorporation and the provisions after such revision are shown in the annex. (Please refer to pages 36-46 of the Annual Meeting Handbook.)

Resolutions:

The Comparison table of the amendments for Articles of

Incorporation of Taichung Commercial Bank Co., Limited (Draft)

Incorporation of Taichung	Commercial Bank Co.,Limi	ted (Draft)
Clauses after the amendment	Existing clauses	Remark
Article 3 The Bank has established its headquarter in Taichung City, and may set up domestic and/or overseas branch offices at appropriate locations to meet business needs. The establishment, revocation, or change of such offices shall be determined by a resolution of the board of directors and shall be submitted to the competent authority for approval. Article 21 The Bank shall have seven to fifteen directors consisting of the board of directors, whom shall be elected by the shareholders' meeting from among the persons with the capacity in accordance with the provisions of Article 198 of the Company Act. The directors shall serve for a term of three years and may be re- elected. The total number of shares held by all the directors in the registered share certificate shall comply with the requirements of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.” The candidate nomination system shall be adopted in relation to the election of directors (including independent directors) for the shareholders’ meeting to elect from the director nominees listed in the roster of director candidates. Among the directors in the preceding Article, no less than three and no less than one-thirdof the total number of directors shall be independent directors. The election for independent and non- independent directors shall be held at the same time, and, respectively, the party winingthevotes representingmorevoting	Article 3 The Bank has established its headquarter in Taichung City, and may set up domestic and/or overseas branch offices at appropriate locations to meet business needs. The establishment, revocation, or change of such offices shall be determined by a resolution of the board of directors and shall be submitted to the competent authority for approval~~and to the Ministry~~ ~~of Economic Affairs for registration.~~ Article 21 The Bank shall have seven to fifteen directors consisting of the board of directors, whom shall be elected by the shareholders' meeting from among the persons with the capacity in accordance with the provisions of Article 198 of the Company Act. The directors shall serve for a term of three years and may be re- elected. The total number of shares held by all the directors in the registered share certificate shall comply with the requirements of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.” The candidate nomination system shall be adopted in relation to the election of directors (including independent directors) for the shareholders’ meeting to elect from the director nominees listed in the roster of director candidates. Among the directors in the preceding Article, no less than three and no less than one-fifthof the total number of directors shall be independent directors. The election for independent and non- independent directors shall be held at the same time, and, respectively, the party winingthe votes representingmore voting	As registration matters related to the establishment of foreign branches will be handled by the local competent authority, the provision of this article is hereby revised accordingly. In response to the competent authority’s Sustainable Development Action Plan for TWSE/TPEx listed Companies (2023) on measures to strengthen the functions of independent directors and audit committees, and in consideration of Article 4 of the Taiwan
		Stock Exchange
		Corporation Operation
		Directions for Compliance with the
		Establishment of Board
		of Directors by TWSE
		Listed Companies and
		the Board's Exercise of
		Powers, Paragraph 3 of this article is hereby revised to clearly stipulate that the number of independent directors must not be less than three persons, and must not be less than one-third of the total director seats.

Clauses after the amendment	Existing clauses	Remark
rights shall be the elects. Matters concerning the professional qualifications, shareholdings and restrictions on concurrent positions held, assessment of independence, method of nomination, proxy and other matters for compliance with respect to independent directors shall be handled in accordance with the provisions in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”	rights shall be the elects. Matters concerning the professional qualifications, shareholdings and restrictions on concurrent positions held, assessment of independence, method of nomination, proxy and other matters for compliance with respect to independent directors shall be handled in accordance with the provisions in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”

Articles of Incorporation of

Taichung Commercial Bank Co., Limited (Draft)

Chapter One General Provisions

Article 1 This Bank is incorporated in accordance with the provisions regarding company limited by shares in the Banking Act and the Company Act, and is named Taichung Commercial Bank Co., Limited, or “Taichung Bank” (hereinafter as the “Bank”).
Article 2 The Bank aims to provide comprehensive financial services and promote industrial and economical development in accordance with the national financial policies.
Article 3 The Bank has established its headquarter in Taichung City, and may set up domestic and/or overseas branch offices at appropriate locations to meet business needs. The establishment, revocation, or change of such offices shall be determined by a resolution of the board of directors and shall be submitted to the competent authority for approval.
Article 4 Public notices of the Bank shall be made on the local daily newspaper circulated in the location of the headquarter of the Bank or in accordance with the methods designated by the competent authority.
- Chapter Two Shares
Article 5 The total capital of the Bank is set at NT$77.7 billion divided into 7.77 billion shares, with a par value of NT$10 per share. The board of directors is authorized to issue the unissued shares in installments.
Preferred shares may be issued within the total amount of the shares provided in the preceding paragraph.
Article 5-1 The rights and obligations of the Bank's preferred shares and other important issuance conditions are set forth as follows:
If there is surplus by the annual closing account of the Bank, the Bank shall pay all taxes in accordance with the law and offset the losses of the previous years. If there is still surplus after the above is deducted, such shall be appropriated to set aside the legal reserve and set aside or reverse the special reserve in accordance with the Articles of Incorporation and the remaining balance may be used to the annual distributable dividend that is distributed to the preferred shares in priority.
The maximum distributable dividend rate for preferred shares is 8% per annum.
Dividend for preferred shares is calculated based on the issue price per share and may be paid in cash once a year. After the financial report of the Bank is acknowledged in the annual shareholders’ general meeting, the board of directors shall set the record day to pay the distributable dividend for the previous year. The distribution of dividend in the issuance year and redemption year shall be calculated based on the actual number of days of issuance in the current year.
The Bank has discretion over the distribution of dividends for preferred shares. In the event that there is no surplus by the Bank's annual closing accounts and no dividend for ordinary shares has been paid, or the payment of preferred dividends will result in a capital adequacy ratio below the minimum requirement set by law or the competent authority, the Bank may resolve not to pay dividends for preferred shares, and preferred share shareholders shall not object. If it is the non-cumulative preferred shares being issued, the unpaid or under-paid dividends will not accumulate as deferred payment in future years having surplus.

In addition to receiving the dividends referred to in subparagraph 3 of this paragraph, if it is the non-participating preferred shares being issued, the holders of such shares shall not participate in the payment for ordinary shares out of the surplus reserve and capital reserve.
Holders of preferred shares take precedence over holders of ordinary shares with respect to distribution of residual assets of the Bank, with the same order of priority for the distribution of various preferred shares issued by the Bank, but to the extent not exceeding the amount issued. In the event of a receivership, closure, or liquidation ordered by the competent authority, holders of preferred shares and ordinary shares shall rank pari passu with each other.
Holders of preferred shares shall have no voting right in the shareholders' meeting but may be elected as directors, and shall have voting right at shareholders' meetings of preferred share holders and shareholders’ meetings concerning the rights and obligations of preferred share holders.
The convertible preferred shares issued by the Bank shall not be converted within one year from the date of issuance. The board of directors is authorized to set out the conversion period as part of the conditions of actual issuance. Shareholders of convertible preferred shares may apply for a partial or total conversion of the preferred shares held on the basis of one preferred share to one ordinary share (conversion ratio of 1: 1). After the convertible preferred shares are converted into ordinary shares, the rights and obligations thereof are the same as ordinary shares. The annual payment of dividend for the year of the conversion is calculated based on the ratio of actual number of issue days in the year to the number of days in the year. Preferred shares which have been converted to ordinary shares before the dividend record day shall not participate in the payment of preferred share dividend of the year and future years, but may participate in the payment for ordinary shares by surplus reserve and capital reserve.
For preferred shares issued by the Bank without a maturity date, the shareholders of such shares do not have the right to require the bank to redeem such shares. The Bank may, on the day following the fifth anniversary of the issuance and in accordance with the law and the approval of the competent authority, redeem all or part of the preferred shares issued at the actual issue price. For the preferred shares which have not been redeemed, the rights and obligation under the preceding subparagraphs of issuance conditions as set forth above shall continue. If the Bank has resolved to issue dividend for such year, the dividend up to the redemption day shall be calculated based on the number of actual days of issuance in the year.
For preferred share issued by the Bank with a maturity date, the period of issuance shall not be less than five years. Prior to the maturity date, holders of preferred shares have no right to require the Bank to redeem their preferred shares held. The Bank may, after the maturity date or on the day following the fifth anniversary of issuance, and in accordance with the law and the approval of the competent authority, redeem such shares at issue price, or according to relevant issuance conditions, by cash, by new shares (with a new to old share ratio of 1:1) or by other means permitted by the law and pursuant to related issuance conditions. If by maturity date, the Bank cannot redeem all or part of the preferred shares due to objective circumstances or force majeure, the rights of such unredeemed preferred shares shall survive to the extent provided in the subparagraphs of issuance conditions under issuance rules until the Bank redeems such shares.

The name, issue date, and specific terms of the preferred shares shall be determined by the board of directors at actual issuance depending on the condition of the capital market at the time and investors’ willingness, and pursuant to the Bank’s Articles of Incorporation and related laws and regulations.

Article 5-2 The Bank may issue new shares to be reserved for the subscription by employees in accordance with the law as well as buy back treasury shares to be transferred to employees in accordance with the law. Where the price of treasury shares to be transferred to employees is lower than the average price of the shares bought back by the Bank, it shall be resolved at the Shareholders Meeting with attendance of the shareholders representing more than half of the total number of issued shares and the consent of two-thirds or more of the voting rights of the shareholders in attendance.

For the new shares issued by the Bank that are reserved to be subscribed for by employees in accordance with the law as well as treasury shares bought back to be transferred to employees, the counterparty to such subscription or transfer may include the employees of the controlling company or subordinate company who meet the criteria set by the Board of Directors.

Article 6 Pursuant to the provisions of the Company Act, the Bank may elect to issue new shares by book-entry.
Article 7 (Deleted)
Article 8 The Bank's administration of shareholder services shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority and other relevant laws and regulations.
Article 9 All transfers of the shares and change of title of shares of the Bank will be duly suspended with sixty days prior to the meeting date of the general shareholders meeting, thirty days prior to the meeting date of the special shareholders meeting, or five days prior to the record date of distribution of dividend, bonus or other benefits.
Article 10 After each director of the Bank are elected, the number and amount of the shares of the Bank being held by such at the time being elected shall be declared to the competent authority. In the event that a director, during the term of office as a director, transfers more than one half of the Bank’s shares held by him/her at the time he/she is elected, he/she shall, ipso facto, be discharged from the office of director.

If the number of the Bank’s shares held by a director is increased or reduced during his/her term of office as a director, he/she shall declare such change to the competent authority and shall place a public notice of such a fact.

If any director, after having been elected and before his/her inauguration of the office of director, has transferred more than one half of the total number of shares of the Bank he/she holds at the time of his/her election as such; or had transferred more than one half of the total number of shares he/she held within the share transfer prohibition period fixed prior to the convention of a shareholders' meeting, then his/her election as a director shall become invalid.

Chapter Three Business Operations

Article 11 The business activity the Banks engages is H101021 Commercial Banking.
The abovementioned business activities are limited to those approved by the competent authority.
Article 12 The Bank may operate other businesses approved by the competent authority.
- Chapter Four Shareholders Meeting
Article 13 There are two types of shareholders' meetings: general meetings and special meetings. A general shareholders’ meeting shall be convened by the board of directors once a year within six (6) months after the end of each fiscal year. A special shareholders’ meeting shall be convened whenever deemed necessary by the board of directors or the audit committee. Any shareholder who has continuously held three percent (3%) or more of the total number of issued shares of the Bank for a period of at least one continual year may request for a special shareholders’ meeting to be convened by the board of directors by submitting the meeting

proposals and reasons in writing.

Special shareholders' meeting may be held in accordance with relevant laws and regulations when necessary.

When the Bank convenes the Shareholders Meeting, it may be held by video conference or other means announced by the central competent authority.

Article 14 A notice to convene a general meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date; A notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. Such notice shall indicate the meeting date, meeting place and the reason for convening the meeting.
Article 15 A shareholder who is unable to attend the shareholders meeting may appoint a proxy to attend the meeting on his/her behalf by executing the proxy form prepared by the Bank with his/her signature or seal imprinted and indicating therein the scope of power authorized to the proxy. A shareholder may only execute one proxy form and appoint one proxy only, and shall serve such written proxy form to the Bank no later than 5 days prior to the date of the shareholders' meeting. In case two or more written proxy forms are received from one shareholder, the first one received by the Bank shall prevail; unless the later proxy explicitly stating to revoke the previous written proxy.

Matters not mentioned herein shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.”

Article 16 The matters set forth below shall be decided by the resolution adopted by the shareholders meeting:
1. Formulate and amend the Articles of Incorporation of the Bank.
2. Increase or decrease of capital.
3. Election and dismissal of directors.
4. Ratification of the books and statements issued by the Board of Directors and the inspection reports issued by the audit committee. The shareholders meeting may elect an inspector to report for the certain books, statements and reports.
5. Allocating earnings, dividend and bonus.
6. Other important matters for which a resolution is necessary.
Article 17 Resolutions at a shareholders’ meeting, except where otherwise provided for in the Company Act, shall be adopted by a majority vote of the shareholders present at the shareholders' meeting who represent a majority of the outstanding shares of the company.
Article 18 When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a shareholders' meeting within one month.
In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a majority of those present who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding article.
Article 19 Except where otherwise provided for in the law, a shareholder shall have one voting power in respect of each share in his/her/its possession.
Article 20 The minutes of shareholders' meeting shall record the date, time, and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, and shall be signed or sealed by the chairman. The minutes shall be kept persistently throughout the life of the company. The

attendance list bearing the signatures of shareholders present at the meeting and the proxy forms shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter Five Directors and Board of Directors

Article 21 The Bank shall have seven to fifteen directors consisting of the board of directors, whom shall be elected by the shareholders' meeting from among the persons with the capacity in accordance with the provisions of Article 198 of the Company Act. The directors shall serve for a term of three years and may be re-elected. The total number of shares held by all the directors in the registered share certificate shall comply with the requirements of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”

The candidate nomination system shall be adopted in relation to the election of directors (including independent directors) for the shareholders’ meeting to elect from the director nominees listed in the roster of director candidates.

Among the directors in the preceding Article, no less than three and no less than one-third of the total number of directors shall be independent directors. The election for independent and non-independent directors shall be held at the same time, and, respectively, the party wining the votes representing more voting rights shall be the elects.

Matters concerning the professional qualifications, shareholdings and restrictions on concurrent positions held, assessment of independence, method of nomination, proxy and other matters for compliance with respect to independent directors shall be handled in accordance with the provisions in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”

Article 22 The three to five directors may be elected as managing directors from among the directors by a majority vote at the meeting of the Board of Directors attended by two-third of the directors in accordance with the straight voting system. Pursuant to the provisions in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” the managing directors shall include not less than one independent director member, and not less than one-fifth of the managing director seats shall be held by independent directors. If necessary, a vice-chairman and a standing managing director may be appointed by a resolution of the board of directors.

The chairman, vice-chairman, and standing managing director shall be elected from among the managing directors in accordance with the manner set forth in the preceding paragraph.

In the case the managing directors were not elected, a chairman shall be elected among the directors by a majority vote at the meeting of the Board of Directors attended by two-third of the directors. If necessary, a vice-chairman may be elected among the directors.

The chairman of the board of directors shall internally preside the shareholders' meeting, the meeting of the board of directors, and the meeting of the managing directors; and shall externally represent the Bank. In case the chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, the vice-chairman shall act on his/her behalf. In case the vice-chairman was not elected or the vice-chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the chairman of the board of directors shall designate one of the managing directors to act on his/her behalf. In the case where there is no managing director, the chairman of the board of directors shall designate a director to act on his/her behalf. In the absence of such a designation, the managing directors or directors shall elect from among themselves an acting chairman of the board of directors.

Where the Bank itself or the responsible person has been disparaged by rumors or had their

credit damaged by fraud, the chairman of the Bank shall promptly file a complaint to the prosecutors.

During the recess of the board of directors, the managing directors shall conduct the routine banking business by the resolution of a majority vote of the meeting of the board with a quorum of half or more of managing directors, which may be convened by the chairman of the board from time to time. However, matters involving material interests in the Company shall still be resolved by the Board of Directors.

Article 23 The powers and duties of the Board of Directors are as follows:

Approve articles and rules.
Approve material businesses and the plan thereof and decision on the business plans.
Approve material contracts.
Approve proposed budget and closing of accounts.
Propose earnings allocation plan.
Propose capital increase or reduction.
Approve the establishment, closure, and change of branch offices of the Bank.
Approve the purchase, sale, and investment of real estate.
Manage and execute matters for audit.
Approve the appointment and dismissal of management personnel.
Other matters authorized by the laws and regulations and the shareholders’ meeting.
Article 24 The board of directors meeting shall be convened at least once every three months. In the case of emergency or by the request of a majority of the directors, an interim meeting may be convened. Except as otherwise provided by the Company Act, the meeting of the Board of Directors shall be convened by the Chairman.

In order to strengthen managerial functions, the board of directors may set up various functional committees whose duties and powers are determined by the board of directors.

Article 25 Each director shall attend the meeting of the board of directors in person. In case a director cannot attend the meeting for any cause, he/she may designate another director to act on his behalf and in each time, issue a written proxy listing the scope of authority with reference to the subjects to be discussed at the meeting.

A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.

Article 26 Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Minutes of the meeting shall be affixed with the signature or seal of the chairman of the meeting.
Article 27 When the number of vacancies in the board of directors of a company equals to one third of the total number of directors, the board of directors shall call a meeting of shareholders to elect succeeding directors to fill the vacancies in accordance with the law. The term of the succeeding director is limited by the term of the vacancy being filled.
Article 27-1 The remuneration to the chairman, vice-chairman, standing managing director, managing directors, independent directors and directors shall be determined by the board of directors authorized to do so in reference to the common industry standards in practice.

Independent directors do not participate in the distribution of the earnings of the Bank.

The Bank shall purchase insurance for directors with respect to their liability during their performance of their operational duties.

Article 28 The Bank’s president, vice presidents, and the other related personnel may be invited to attend as consults the meetings of the board of directors and the meetings of the board of managing directors.

Chapter Six Audit Committee

Article 29 The audit committee of the Bank shall be composed of the entire number of independent directors, with a term the same as that of an independent director. It shall not be fewer than three persons in number, and at least one of whom shall have accounting or financial expertise.

The powers, rules of procedure for meetings, and other compliant matters of the audit committee shall be handled in accordance with the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” and the Bank’s "Rules on the Organization of Audit Committee.”

Article 29-1 (Deleted)

Article 30 (Deleted)
Article 31 (Deleted)

Chapter Seven Managerial Officers

Article 32 The Bank shall have a president to take general charge of the business operation of the Bank in accordance with the resolutions adopted by the meeting of the board of directors, and shall have a number of executive vice president and deputy executive vice president to assist the president. The appointment and dismissal thereof shall be approved by the majority of the directors. A number of other managerial officers of different levels shall be nominated by the president and the appointment and dismissal of which shall be approved by the majority of the directors.

The Bank shall have one chief auditor of the same level of the executive vice president, and the general auditor shall be approved by a majority of the audit committee and two thirds of the board of directors, and any appointment, dismissal, or transfer thereof shall be reported to the competent authority for a prior approval.

If that provided in the preceding paragraph is not approved by a majority of the audit committee, the resolution of the audit committee shall be expressly recorded in the minutes of the board of directors.

Chapter Eight Accounting

Article 33 The Bank adopts the end of the month as the monthly closing date, and December 31 as the year-end closing date.
Article 34 After the annual closing of account, the Bank shall prepare the following statements and reports for review by the board of directors and audit committee and for ratification by the shareholders’ meeting and submit the same within 15 days to the competent authority and the Central Bank for recordation:

1. Business report.

2. Financial statements.

3. Proposals on distribution of surplus or on the offset of loss.

Article 35 If there is profit in the fiscal year, the Bank shall allocate 0.5% to 3% as employee remuneration by cash or stock by the resolution adopted by the board of directors, and the Bank may allocate no more than 2.5% of the aforesaid profit as remuneration for directors as a resolution adopted by the board of directors. Proposals for employee and director remuneration shall be submitted to the shareholders’ meeting for ratification. However, if the

Bank has accumulated loss from preceding years, the Bank shall reserve the balance to make up the losses for the preceding years first, and allocate the remuneration for employees and directors at the aforesaid percentage.

Article 36 Upon the closing of account, the surplus, if any, shall be used to pay taxes and make up the losses for the preceding years first, and then set aside 30% of such profit as a legal reserve. However, if the legal reserve has reached the amount of paid-in capital of the Bank, the Bank may choose not to set aside any more legal reserve, and may use such profits as special reserve or may reverse special reserve, and may distribute dividends for preferred shares in accordance with the law. With respect to the remaining balance after such distribution, the board of directors may combine such balance with the accumulated undistributed profit and the reversal amount of special surplus reserves in accordance with the laws and regulations. If there is still surplus, the Board of Directors shall formulate a proposal for surplus distribution and submit it to the Shareholders Meeting for recognition of the distribution of dividends and bonuses to shareholders.

After setting aside the necessary capital, the board of directors shall, in accordance with the change of business environment and operational and investment needs, propose the surplus distribution proposal and a certain ratio between cash and stock dividends thereof, of which the cash dividend shall be no less than 10% of total dividend and submit it for adoption by the shareholders’ meeting.

Where the capital adequacy ratio is below the minimum requirement set by law, the distribution of surplus shall be handled in accordance with the Banking Act and the regulations of the competent authority.

Chapter Nine Supplementary Provisions

Article 37 Organizational Rules of the Bank shall be provided for in another document.
Article 38 Any other matters which have not been provided for herein shall be handled in accordance with the Company Act, Banking Act, and other relevant laws and regulations.
Article 39 This Articles of Incorporation and the amendments thereof are effective upon the approval of the shareholders’ meeting. This Articles of Incorporation was drafted on October 22, 1977 and effective on January 1, 1978.
1[st] amendment was made on March 4, 1979.
2[nd] amendment was made on March 9, 1980.
3[rd] amendment was made on March 1, 1981.
4[th] amendment was made on March 7, 1982.
5[th] amendment was made on March 5, 1983.
6[th] amendment was made on March 7, 1985.
7[th] amendment was made on March 22, 1986.
8[th] amendment was made on March 19, 1987.
9[th] amendment was made on March 23, 1988.
10[th] amendment was made on March 23, 1989.
11[th] amendment was made on October 5, 1989.
12[th] amendment was made on March 23, 1990.
13[th] amendment was made on June 28, 1991.
14[th] amendment was made on October 13, 1992.
15[th] amendment was made on June 5, 1993.
16[th] amendment was made on April 23, 1994.
17[th] amendment was made on June 10, 1995.
18[th] amendment was made on October 18, 1995.
19[th] amendment was made on March 28, 1996.

20[th] amendment was made on May 8, 1997.

21[st] amendment was made on June 20, 1998. 22[nd] amendment was made on October 12, 1998. 23[rd] amendment was made on May 18, 1999. 24[th] amendment was made on June 15, 2000. 25[th] amendment was made on May 17, 2002. 26[th] amendment was made on June 25, 2003. 27[th] amendment was made on June 9, 2006. 28[th] amendment was made on December 7, 2006. 29[th] amendment was made on June 15, 2007. 30[th] amendment was made on June 13, 2008. 31[st] amendment was made on June 19, 2009. 32[nd] amendment was made on June 15, 2010. 33[rd] amendment was made on June 22, 2011. 34[th] amendment was made on June 13, 2013. 35[th] amendment was made on June 19, 2014. 36[th] amendment was made on June 2, 2015. 37[th] amendment was made on June 21, 2016. 38[th] amendment was made on June 7, 2017. 39[th] amendment was made on June 5, 2018. 40[th] amendment was made on June 28, 2019. 41[st] amendment was made on June 30, 2020. 42[nd] amendment was made on July 1, 2021. 43[rd] amendment was made on May 17, 2022. 44[th] amendment was made on May 15, 2023. 45[th] amendment was made on ----.

Discussions No. 3

Proposal: Amendments to Regulations Governing Election of Directors of the Company, please proceed to discuss.

Explanation

Processed in accordance with the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers (hereinafter referred to as the Establishment Directions) amended by Taiwan Stock Exchange Corporation.
In response to the competent authority’s Sustainable Development Action Plan for TWSE/TPEx listed Companies (2023) on measures to promote gender diversity among directors of TWSE/TPEx listed Companies, and in consideration of Article 4 of the Establishment Directions, the content of Subparagraph 1, Paragraph 1, Article 2 of the Guidelines is hereby revised to clearly stipulate that the composition of the Board of Directors must include one or more director of a different gender.
The comparison table of the amendments and the amended provisions are attached hereto. (Please refer to Pages 48~51 of the Annual Meeting Handbook)

Resolutions:

The Comparison table of the amendments for Regulations Governing Election of Directors of the Company

Clauses after the amendment	Existingclauses	Remark
Article 2 The composition of the board of directors of the Company shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. The standards shall include the following 2 dimensions: 1. Basic requirements and values: Gender, age, nationality, and culture, etc.Among the directors, there must be one or more director of a different gender. 2. Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience. (Article 2: omitted)	Article 2 The composition of the board of directors of the Company shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. The standards shall include the following 2 dimensions: 1. Basic requirements and values: Gender, age, nationality, and culture, etc. 2. Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience. (Article 2: omitted)	In response to the competent authority’s Sustainable Development Action Plan for TWSE/TPEx listed Companies (2023) on measures to promote gender diversity among directors of TWSE/TPEx listed Companies, and in consideration of Article 4 of the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers (Taiwan Stock Exchange Corporation), the content of Subparagraph 1 of Paragraph 1 is hereby revised to clearly stipulate that the composition of the Board of Directors that must include one or more director of a different gender.

Regulations Governing Election of Directors of Taichung Commercial Bank Co., Ltd. (Draft)

Article 1 The election of directors of the Company shall be handled in accordance with the Guidelines, unless otherwise provided by laws, regulations, or the Articles of Incorporation.
Article 2 The composition of the board of directors of the Company shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. The standards shall include the following 2 dimensions:
Basic requirements and values: Gender, age, nationality, and culture, etc. Among the directors, there must be one or more director of a different gender.
Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, and technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Risk management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of this Company shall consider adjusting its composition based on the results of performance evaluation.

Article 3 The qualifications and election for the independent directors of this Company shall comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies
Article 4 Elections of both directors in this Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company's articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election

to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 5 The single-named ballot cumulative voting system shall be used for election of the directors of the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 6 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 7 The number of directors will be as specified of the Company's articles of incorporation and resolution of the board of directors, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairman drawing lots on behalf of any person not in attendance.
Article 8 Before the election begins, the chair shall appoint the counting personnel and a number of scrutineers with shareholder status to perform the duties of vote monitoring. The ballot boxes shall be prepared by the board of directors and publicly checked by the scrutineers.
Article 9 A ballot is invalid under any of the following circumstances:
The ballot was not prepared by the person having the convening right.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot do not match director's candidate roster.
Other words or marks are entered in addition to the number of voting rights allotted.
Article 10 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 11 The board of directors of the Company shall issue notifications to the persons elected as directors.
Article 12 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

This regulation was set up in the 6th Special shareholders meeting on Oct. 20, 1968. The 1[st] amendment was made in the 11th Special shareholders meeting on Oct. 26, 1980. The 2[nd] amendment was made in the 13th Special shareholders meeting on Oct. 4, 1986. The 3[rd] amendment was made in the 14th Special shareholders meeting on Oct. 4, 1989. The 4[th] amendment was made in the 15th Special shareholders meeting on Oct. 13, 1992. The 5[th] amendment was made in the 41th General shareholders meeting on June 5, 1993. The 6[th] amendment was made in the 17th Special shareholders meeting on Oct. 12, 1998. The 7[th] amendment was made in the General shareholders meeting on May 17, 2002. The 8[th] amendment was made in the General shareholders meeting on June 15, 2007. The 9[th] amendment was made in the General shareholders meeting on June 13, 2013. The 10[th] amendment was made in an General shareholders meeting on June 28, 2019. The 11[th] amendment was made in an General shareholders meeting on July 1, 2021. The 12[th] amendment was made in an General shareholders meeting on ______.

Discussions No. 4

Proposal: Amendment to Rules of Procedure for Shareholders Meetings of the Company, please proceed to discuss. Explanation:

In accordance with the sample of the amended “○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” in letter No. Tai-ChengChih-Li-Tzu-1120004167 issued by the Taiwan Stock Exchange on March 17, 2023, the Bank’s Rules of Procedure for Shareholders Meeting are hereby revised as necessary.
The key points of this revision are as follows:
(1) In order to protect the rights and interests of shareholders, Paragraph 2 of Article 3 is hereby added to clearly stipulate that the Company’s convening of a shareholders meeting via video conferencing must be clearly stated in the Articles of Incorporation and approved by the Board of Directors. Furthermore, the Company’s convening of a shareholders meeting via video conferencing must be approved through a resolution passed by the majority of directors in attendance at a meeting attended by at least two-thirds of the directors before the implementation thereof.
(2) Considering that a shareholders meeting held via video conferencing can only be taken part in via video conferencing, in order to provide appropriate alternative measures for shareholders who have difficulty participating in the meeting via video conferencing, Subparagraph 3, Paragraph 1 of Article 6-1 as well as Article 22 are hereby revised to clearly stipulate that when the Company convenes a shareholders meeting via video conferencing, it shall at least provide the connection equipment and venue for the foregoing shareholders to participate in such a meeting and also assign relevant personnel on-site to provide necessary assistance to such shareholders. The Company shall specify in the notice of the shareholders meeting the period when shareholders may apply to the Company as well as other relevant matters to be noted.
A comparison table of the amendments and the provisions after such amendment are shown in the annex. (Please refer to pages 54-67 of

the Annual Meeting Handbook). Resolutions:

The comparison table of the amendments and the amended provisions for Rules of Procedure for Shareholders Meetings

Clauses afterthe amendment	Existing clauses	Remark
Article 3 The Company’s meeting of shareholders shall be convened by the Board, unless otherwise provided by law. Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain	Article 3 The Company’s meeting of shareholders shall be convened by the Board, unless otherwise provided by law. (The following artilcs: omitted)	Considering that a shareholders meeting held via video conferencing can only be taken part in via video conferencing without a physical meeting to be attended, which imposes a greater number of restrictions on shareholders’ rights and interests, in order to protect the rights and interests of shareholders, Paragraph 2 is hereby added to clearly stipulate that the Company’s convening of a shareholders meeting via video conferencing must, except where otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, be clearly stated in the Articles of Incorporation and approved by the Board of Directors. Furthermore, the Company’s convening of a shareholders meeting via video conferencing must be approved through a resolution (i.e., a special resolution) passed by the majority of directors in attendance at a meeting attended by at least two- thirds of the directors before the implementation thereof.
a resolution of its board of directors.
Furthermore, convening of a virtual-
only shareholders meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number
of directors. (The following artilcs: omitted)

Clauses after the amendment

Existing clauses

Remark

Clauses afterthe amendment	Existing clauses	Remark
Article 6-1 When the Company holds a Shareholders Meeting via video conference, the following items shall be specified in the meeting notice of the Shareholders Meeting: 1. Methods for shareholders to participate in video conferences and exercise their rights. 2. The method of dealing with obstacles caused by natural disasters, accidents or other force majeure events to the video conferencing platform or to the participation in the meeting via video conference shall include at least the following items: (1) The time when the meeting has to be postponed or resumed due to the occurrence of the foregoing obstacles that cannot be removed, and the date of the meeting to be postponed or resumed. (2) Shareholders that have not registered to participate in the original Shareholders Meeting via video conference shall not participate in the postponed or resumed meeting. (3) For the hybrid Shareholders Meeting, if the video conference cannot be continued, the Shareholders Meeting shall continue provided that after deducting the number of shares attending the Shareholders Meeting via video conference, the total number of shares in attendance reaches the quorum for the Shareholders Meeting, in which circumstances the	Article 6-1 When the Company holds a Shareholders Meeting via video conference, the following items shall be specified in the meeting notice of the Shareholders Meeting: 1. Methods for shareholders to participate in video conferences and exercise their rights. 2. The method of dealing with obstacles caused by natural disasters, accidents or other force majeure events to the video conferencing platform or to the participation in the meeting via video conference shall include at least the following items: (1) The time when the meeting has to be postponed or resumed due to the occurrence of the foregoing obstacles that cannot be removed, and the date of the meeting to be postponed or resumed. (2) Shareholders that have not registered to participate in the original Shareholders Meeting via video conference shall not participate in the postponed or resumed meeting. (3) For the hybrid Shareholders Meeting, if the video conference cannot be continued, the Shareholders Meeting shall continue provided that after deducting the number of shares attending the Shareholders Meeting via video conference, the total number of shares in attendance reaches the quorum for the Shareholders Meeting, in which circumstances the	1. Considering that a shareholders meeting held via video conferencing can only be taken part in via video conferencing, in order to provide appropriate alternative measures for shareholders who have difficulty participating in the conference via video conferencing, Subparagraph 3 is hereby revised to clearly stipulate that when the Company convenes a shareholders meeting via video conferencing, it shall at least provide the connection equipment and venue for the foregoing shareholders to participate in such a meeting and also assign relevant personnel on- site to provide necessary assistance to such shareholders. The Company shall specify in the notice of the shareholders meeting the period when shareholders may apply to the Company as well as other relevant matters to be noted. 2. Also considering that if a special circumstance occurs due to natural disasters, accidents, or other force majeure situations, as stipulated in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of ShareholderServices of

Clauses afterthe amendment	Existing clauses	Remark
number of shares attending the Shareholders Meeting by video conference shall be included in the total number of shares in attendance by shareholders; nevertheless, such shareholders shall be deemed to have waived the voting rights on all the proposals to be resolved at the Shareholders Meeting. (4) The method of dealing with the situation where the results of all the proposals have been announced without having proceeded with the extempore motion. 3. When the Company convenes a Shareholders Meeting via video conference, it shall specify the appropriate alternative measure provided for shareholders that would have difficulty in participating in the video conference.Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention. Article 22 When the Company holds a Shareholders Meeting via video conference, it shall provide appropriate alternative measures for shareholders that would have difficulties in attending the Shareholders Meeting via video conferencing.Except in the	number of shares attending the Shareholders Meeting by video conference shall be included in the total number of shares in attendance by shareholders; nevertheless, such shareholders shall be deemed to have waived the voting rights on all the proposals to be resolved at the Shareholders Meeting. (4) The method of dealing with the situation where the results of all the proposals have been announced without having proceeded with the extempore motion. 3. When the Company convenes a Shareholders Meeting via video conference, it shall specify the appropriate alternative measure provided for shareholders that would have difficulty in participating in the video conference. Article 22 When the Company holds a Shareholders Meeting via video conference, it shall provide appropriate alternative measures for shareholders that would have difficulties in attending the Shareholders Meeting via video conferencing.	Public Companies, a shareholders meeting may be held via video conferencing without being so specified in the Articles of Incorporation within a certain period of time announced by the Ministry of Economic Affairs. As relevant necessary supporting measures must be provided depending on the situation at the time, a proviso is hereby added to Subparagraph 3 to clearly stipulate that if a circumstance specified in Paragraph 6 of Article 44-9 occurs, the latter part of Subparagraph 3 is not required to apply thereto. The reason for the revision is the same as that of Article 6-1.

Clauses afterthe amendment	Existing clauses	Remark
circumstances set out in Article 44- 9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide
the shareholders with connection facilities and necessary assistance, and specify the period during which
shareholders may apply to the company and other related matters requiring attention.

Rules of Procedure for Shareholder Meeting (Draft)

Article 1 The rules for compliance are stipulated in accordance with Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEx 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 Meeting 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.

Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and - obtain a resolution of its board of directors. Furthermore, convening of a virtual only shareholders meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.

Changes in the method of convening the Shareholders Meeting of the Company shall be resolved by the Board of Directors, which shall be implemented no later than the sending of the notice of the Shareholders Meeting.

The Company shall have the general shareholders meeting notice, proxy and the proposal and information on admission, discussions and directors election and dismissal compiled into electronic files and uploaded to the MOPS 30 days prior to the general shareholders meeting or 15 days prior to the special shareholders meeting . Also, the Annual Meeting Handbook and the supplementary information are compiled into electronic files and uploaded to the MOPS 30 days prior to the General shareholders meeting or 15 days prior to the special shareholders meeting . The Annual Meeting Handbooks and the supplementary information are made available to shareholders 15 days prior to the general shareholders meeting; also, on display at the Company’s and its Stock Agent’s.

On the day of the Shareholders Meetings, the Company shall provide shareholders with the handbook and supplementary materials of the meeting as mentioned in the preceding paragraph in the following manner:

When the Shareholders Meeting is held physically, they shall be distributed on-site at the Shareholders Meeting.
When the hybrid Shareholders Meeting is held, they shall be distributed on-site at the Shareholders Meeting as well as be posted in the form of electronic files on the video conference platform.
When the virtual-only Shareholders Meeting is held, they shall be posted in the form of electronic files on the video conference platform.

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

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the Shareholders Meeting, and the essential contents shall be explained. None of the above matters may be raised by a question and motion.

Where the agenda for calling the Shareholders Meeting has stated clearly the general re-election of directors, and the date of appointment, which date shall not be altered by means of questions and motions or otherwise at the same meeting after the re-election at the Shareholders Meeting is completed.

Shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation for discussion at a general shareholders meeting. Such proposals are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, If a proposal proposed by a shareholder is in any of the circumstances in Paragraph 4, Article 172-1 of the Company Act, the Board of Directors may not include it into the meeting agenda.

Shareholders may submit suggestive proposals for the purpose of urging the Company to promote public interests or fulfill social responsibilities, for which in term of the procedure only one proposal may be submitted pursuant to the relevant provisions of Article 172-1 of the Company Act. Where more than one proposal is submitted, all such proposals submitted shall not be included in the meeting agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular Shareholders Meeting, the Company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (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 General shareholders meeting 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 shall 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.

After the proxy is delivered to the Company, if the shareholder intends to attend the Shareholders Meeting via video conference instead, the shareholder shall notify the Company in writing of the revocation of said proxy two days prior to the Shareholders Meeting; If the notice of such revocation is given after the aforementioned deadline, the voting right exercised by the appointed proxy shall prevail.

Article 5 The place of meeting of shareholders shall 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, and the place and time of the meeting shall fully consider the opinions of independent directors.

When the Company holds a virtual-only Shareholders Meeting, it is not subject to the restriction on the place of the meeting in the preceding paragraph.

Article 6 The Company shall specify in the meeting notice the time and place for accepting the attendance registration of shareholders, proxy solicitors, and appointed proxies (hereinafter referred to as the Shareholders), as well as other matters to be noted.

The time for accepting shareholders’ attendance registration in the preceding paragraph shall start at least 30 minutes prior to the commencement of the meeting; The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration shall be deemed to be attending the shareholders meeting in person.

The Company shall have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders may have the signature card submitted as an alternative to the signature.

The Company shall 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 shall be distributed for the election of directors, if applicable.

Shareholders shall attend the meeting of shareholders with the presentation of the attendance pass, attendance card or other attendance documents. The Company shall not arbitrarily add requirements for other documents to be presented to attend the Shareholders Meeting. Proxy solicitors shall 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.

Shareholders who intend to attend the Shareholders Meeting via video conference shall register with the Company two days prior to the Shareholders Meeting.

If the Shareholders Meeting is held by video conference, the Company shall upload the meeting manual, annual report, and other relevant materials on the video conference platform at least 30 minutes prior to the commencement of the meeting, the disclosure of which shall continue until the end of the meeting.

Article 6-1 When the Company holds a Shareholders Meeting via video conference, the following items shall be specified in the meeting notice of the Shareholders Meeting:

Methods for shareholders to participate in video conferences and exercise their rights.
The method of dealing with obstacles caused by natural disasters, accidents or other force majeure events to the video conferencing platform or to the participation in the meeting via video conference shall include at least the following items:
(1) The time when the meeting has to be postponed or resumed due to the occurrence of the foregoing obstacles that cannot be removed, and the date of the meeting to be postponed or resumed.
(2) Shareholders that have not registered to participate in the original Shareholders Meeting via video conference shall not participate in the postponed or resumed meeting.
(3) For the hybrid Shareholders Meeting, if the video conference cannot be continued, the Shareholders Meeting shall continue provided that after deducting the number of shares attending the Shareholders Meeting via video conference, the total number of shares in attendance reaches the quorum for the Shareholders Meeting, in which circumstances the number of shares attending the Shareholders Meeting by video conference shall be included in the total number of shares in attendance by shareholders; nevertheless, such shareholders

shall be deemed to have waived the voting rights on all the proposals to be resolved at the Shareholders Meeting.

  - (4) The method of dealing with the situation where the results of all the proposals have been announced without having proceeded with the extempore motion.

When the Company convenes a Shareholders Meeting via video conference, it shall specify the appropriate alternative measure provided for shareholders that would have difficulty in participating in the video conference. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
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 managing directors to chair the meeting. If a managing 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 managing directors or directors shall be elected among the board members to chair the meeting.

Where the managing director or the director is to act on behalf of the chairperson referred to in the preceding paragraph, the managing director or director shall have served the Company for six months or more and understand the Company's finance and business conditions. The same shall apply if the chairperson is the representative of the corporate director.

The chairman shall preside over the Shareholders Meeting convened by the Board of Directors in person. It is advisable that more than half of the directors of the Board of Directors, at least one independent director shall attend the meeting in person, and at least one member of various functional committees shall attend the meeting. The attendance status shall be recorded in the minutes of the Shareholders Meeting.

If the Shareholders Meeting is convened by a person with the right to convene other than the board members, the person with the right to convene shall serve as the chairperson; if there are two or more persons with the right to convene, one of them shall be elected from each other to serve as the chairperson.

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

Article 8 The Company shall 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 Act, it shall be reserved until the end of the proceedings.

If the Shareholders Meeting is held by video conference, the Company shall keep and preserve records of the shareholder registry, registration, attendance registration, questioning, voting, the Company vote counting results, and other materials, and make the audio and video recording of the entire process of the video conference continuously without interruption.

The Company shall properly keep the materials and audio and video recordings in the preceding paragraph during the period of its existence, and provide the audio and video recordings to the one appointed to handle the video conferencing affairs for preservation.

Article 9 Attendance of the meeting of shareholders shall be calculated in accordance with the shareholdings. The shareholding attendance is based on the attendance registry or the signature cards submitted as well as the number of shares registered for the attendance on the video

conferencing platform, plus the votes exercised in writing or by electronic means.

The chairperson shall call the meeting to order at the meeting time. At the same time, the chairperson will announce the relevant information such as the number of non-voting rights and the number of shares presented.

If the shareholding of the attending shareholders is not more than half of the total number of shares issued, the chairperson 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 chairperson may announce to have the meeting aborted; If the Shareholders Meeting is held by video conference, the Company shall also announce the adjournment of the meeting on the Shareholders’ meeting video conference platform separately.

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 Paragraph 1, Article 175 of the Company Act; also, shareholders shall be informed regarding the pseudo-resolution with another meeting of shareholders to be convened within one month; If the Shareholders Meeting is held by video conference, shareholders that intend to attend by video conference shall reregister with the Company in accordance with Article 6.

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 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 Act.

Article 10 If the meeting of shareholders is convened by the Board, the agenda is scheduled by the Board; and the relevant motions (including questions and motions and amendments to the original motions) shall all be voted by means of case-by-case. Also, the meeting shall 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 chairperson may not have the meeting adjourned at his discretion before the proposals (including questions and 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 Meeting, the other Board members shall promptly assist the attending shareholders in accordance with the legal procedures to have one shareholder elected as the chairperson with the majority votes of the attending shareholders to continuously chair the meeting.

A chairperson 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 chairperson 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 chairperson. However, the chairperson 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 chairperson and the speaking shareholders. The chairperson 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 chairperson may reply to the speaking shareholders personally or by the designated personnel.

If the Shareholders Meeting is convened by video conference, shareholders that participate in the video conference may raise questions in text on the Shareholders’ meeting video conference platform after the chairperson calls the meeting in order and before the meeting announces adjournment of the meeting. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The provisions of Paragraphs 1 to 5 shall not apply.

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

For the resolutions in the meeting of shareholders, the shares of the 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 Paragraph 2, Article 179 of the Company Act.

When the Company convenes a Shareholders Meeting, it shall adopt electronic means for the exercise of the voting rights, which may also be exercised in writing; when the vote is cast in writing or by electronic means, the election method shall 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 questions and motions and original proposal amendments of the meeting of shareholders, it is deemed as a waiver, and therefore it is advisable that the Company shall avoid propose extempore motions and amendments to original motions.

For the votes exercised in writing or by electronic means referred to above, the intention shall 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 or via video conference 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 Act and the Company Corporate Charter (Articles of Incorporation), the consent of a majority vote of the attending shareholders shall prevail. When voting, the chairperson or the designated person shall announce the total number of voting rights of the shareholders in attendance, and then the shareholders shall vote on a case-by-case basis. On the day of the Shareholders Meeting, the results of the shareholders' approval, objection or waiver shall be entered on MOPS.

When there is an amendment or alternative for the same motion, the chairperson 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.

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

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

When the Company holds the Shareholders Meeting via video conference, shareholders participating in the video conference shall vote on various proposals and election proposals through the video conference platform after the chairperson calls the meeting to order, and shall complete the voting before the chairperson announces the closing of the voting, after which time shareholders shall be deemed to have waived the voting rights.

If the Shareholders Meeting is convened via video conference, after the chairperson announces the closing of the voting, the votes shall be counted at one attempt, and the voting and election results shall be announced.

When the Company holds the hybrid Shareholders Meeting, shareholders that have registered to attend the Shareholders Meeting via video conference in accordance with the provisions of Article 6 intending to attend the physical Shareholders Meeting in person shall revoke the prior registration in the same manner as the prior registration two days prior to the Shareholders Meeting; shareholders that revoke the prior registration after the foregoing deadline may only attend the Shareholders Meeting via video conference.

Shareholders that exercise voting rights in writing or electronically without revoking their expression of intention and participate in the Shareholders Meeting by video conference shall not vote on the original proposal or the amendment to the original proposal, and shall not propose the amendment to the original proposal either, except that they may raise extempore motions and vote thereon.

Article 14 The election of directors held at the meeting of shareholders shall be arranged in accordance with the Company’s election specifications and with the election results announced immediately at the meeting place, including the list of the directors-elect and the number of voting rights won, as well as the list of unselected directors and the number of voting rights obtained.

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 Act, it shall be reserved until the end of the proceedings.

Article 15 The resolutions reached in the meeting of shareholders shall be documented in the minutes of meeting and signed or sealed by the chairperson; also, it shall be uploaded to the MOPS within 20 days after the meeting adjournment.

If the Shareholders Meeting is held via video conference, the details as to the start and end time of the meeting, the method of convening the meeting, the name of the chairperson and the recorder, and the handling method and handling status thereof when the video conferencing platform or participation in video conferencing is hindered due to natural disasters, accidents or other force majeure events, in addition to the matters to be recorded in accordance with the preceding paragraph, shall also be included in the minutes of the Shareholders Meeting.

If the Shareholders Meeting is held via video conference, in addition to proceeding therewith in accordance with the provisions of the preceding paragraph, for shareholders with digital gaps, the alternative measure as provided shall also be specified in the meeting minutes.

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 and the number of shares attended by shareholders in writing or electronically prepared in the specific format during the meeting of the shareholders commencement date and disclosed in the meeting. If the Shareholders Meeting is held by video conference, the Company shall upload the aforementioned information to the shareholders’ meeting video conference platform at least 30 minutes prior to the commencement of the meeting, the disclosure of which shall continue until the closure of the meeting.

When the Company holds the Shareholders Meeting via video conference calling the meeting to order, the total number of shares of shareholders in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights of shareholders in attendance are counted separately during 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 chairperson 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 shall wear an armband with “Marshal” affixed or an identification card.

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

The chairperson may instruct the disciplinary personnel or security personnel to have shareholders who violate the Rules of Procedure for Shareholder Meeting, disobey the instructions of the chairperson, intervene in the meeting proceedings and fail to comply with the disciplinary act escrowed to leave the meeting place.

Article 18 The chairperson may announce the meeting in recess. The chairperson 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 questions and 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 Act, resolve to have the meeting postponed or resumed in five days.

Article 19 If the Shareholders Meeting is held by video conference, the Company shall immediately disclose the voting results of various proposals and election results on the shareholders’ meeting video conference platform in accordance with regulations after the closure of the voting, which closure shall continue at least 15 minutes after the chairperson announces the adjournment of the meeting.
Article 20 When the Company holds the Shareholders Meeting via video conference, the chairperson and recorder shall be present at the same location within the country, and the chairperson shall announce the address of the meeting venue when the meeting is held.
Article 21 If the Shareholders Meeting is held via video conference, the Company may provide shareholders with a simple connection test prior to the meeting, and provide relevant real time services before the meeting as well as during the meeting so as to assist shareholders in dealing with technical problems in communications.

Services of Public Companies where there shall be no need to postpone or resume the meeting, if the video conferencing platform or participation in the video conference is obstructed which has lasted for 30 or more minutes due to natural disasters, accidents, or other force majeure events, the date of the meeting shall be postponed or resumed within five days thereof prior to announcing the adjournment of the meeting, to which the provisions of Article 182 of the Company Act shall not apply.

Shareholders that have not registered to participate in the original Shareholders Meeting via video conference shall not participate in the postponed or resumed meeting in the event of the occurrence of the obstruction in the preceding paragraph.

For the meeting that shall be postponed or resumed in accordance with the provisions of Paragraph 2, shareholders that have registered to participate in the original Shareholders Meeting and completed the attendance registration through video conference but have failed to participate in the postponed or resumed meeting, the number of shares in attendance at the original Shareholders Meeting, the voting rights and election rights already exercised shall be included in the total number of shares in attendance, the voting rights and election rights of shareholders in attendance at the postponed or resumed meeting.

When postponing or resuming the Shareholders Meeting in accordance with the provisions of Paragraph 2, no re-discussion and re-resolution shall be required for proposals that have been completed with the voting and counting, and the voting results or the list of the directors elect have been announced.

When the Company convenes a hybrid Shareholders Meeting and the video conference cannot be continued due to the occurrence in Paragraph 2, if the total number of shares in attendance after deducting the number of shares attending the Shareholders Meeting via video-conference still reaches the quorum for convening the Shareholders Meeting, the Shareholders Meeting shall continue and there shall be no need to postpone or resume the meeting in accordance with the provisions of Paragraph 2.

In the event that the meeting shall continue as per the preceding paragraph, the number of shares of the shareholders that participate in the Shareholders Meeting via video conference shall be included in the total number of shares of the shareholders in attendance, provided that they shall be deemed to have waived the voting rights on all the proposals to be resolved at said Shareholders Meeting.

When the Company postpones or resumes the meeting in accordance with the provisions of Paragraph 2, it shall follow the provisions of Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and handle relevant preliminary work in accordance with the original date of the Shareholders Meeting and the provisions of relevant articles.

The period specified in second part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of the Shareholders Meeting in accordance with the provisions of Paragraph 2.

Article 22 Article 22 When the Company holds a Shareholders Meeting via video conference, it shall provide appropriate alternative measures for shareholders that would have difficulties in attending the Shareholders Meeting via video conferencing. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.

Article 23 The Rules of Procedure for Shareholder Meeting is implemented after the resolution reached in

the meeting of shareholders, so is the amendment and revocation.

Revised in the General shareholders meeting on June 20, 1998. Revised in the General shareholders meeting on June 13, 2013. Revised in the General shareholders meeting on June 28, 2019. Revised in the General shareholders meeting on June 30, 2020. Revised in the General shareholders meeting on July 1, 2021. Revised in the General shareholders meeting on May 17, 2022. Revised in the General shareholders meeting on May 15, 2023. ------ Revised in the General shareholders meeting on

Discussions No. 5

Proposal: Amendments to Procedure for Acquisition or Disposal of Assets of the Company, please proceed to discuss.

Explanation:

Amendments to some provisions of the Handling Procedures for the Acquisition and Disposal of Assets in accordance with Article 30 of the Taichung Commercial Bank Corporate Governance Best Practice Principles.
Attached hereto are the draft Articles of Incorporation, the comparison table of the amendments to part of the provisions, and the announcement format. (Please refer to pages 69-108 of the Annual Meeting Handbook).

Resolutions:

The Comparison table of the amendments for “Taichung Commercial Bank’s Procedure for Acquisition or Disposal of Assets

		Assets	Assets	Assets
	Clauses after the amendment	Existing clauses			Remark
Chapter One General Provisions Article 1 Omitted		Article 1 Omitted			The chapter is hereby added.
Chapter Two Procedure for Handling Section One Enactment of Procedure for Handling Article 6 Omitted Article 7 Omitted Article 8 The total amount of the real estate not for business use and its right-of-use assets or the securities acquired by the Company and each of its subsidiaries, and the limits of individual securities shall be subject to the Banking Actorthe relevantregulations of the competent authority.		Article 6 Omitted Article 7 Omitted Article 8 The total amount of the real estate not for business use and its right-of-use assets or the securities acquired by the Company and each of its subsidiaries, and the limits of individual securities shall be subject to the Banking Actand the regulations of the competent authority.			1. The chapter and section are hereby added. 2. The Bank belongs to the banking industry and is regulated by the Banking Act, whereas its subsidiaries do not fall into this category. The provision of this article is hereby adjusted.
Section		~~Atil 9~~		~~The control procedure for the~~ ~~acquisition or disposal of assets~~ ~~by the subsidiary company:~~ ~~Th bidi hll i~~	1. The section is hereby added. 2. Moved to Article 30. 3. The numbering is adjusted accordingly.
Assets
		~~r~~	~~e~~ ~~1~~
			~~.~~ ~~2~~	~~e susary company sa, n~~ ~~d ith th lt~~
				~~accorance w e reevan~~ ~~lti d th ii f~~
				~~reguaons an e provsons o~~ ~~th tt thit t~~
				~~e compeen auory, enac~~ ~~d ilt th d f~~
				~~an mpemen e proceure or~~ ~~th iiti diiti f~~
				~~e acquson or sposon o~~ ~~assets.~~ ~~F th iiti dil f~~
			~~. or e acquson or sposa o~~ ~~assets by the subsidiary company,~~ ~~it shall be subject to the business~~ ~~competency~~ ~~rules~~ ~~of~~ ~~each~~ ~~subsidiary company.~~ ~~3 Th bidi hll~~	~~or e acquson or sposa o~~ ~~t b th bidi~~
				~~asses y e susary company,~~ ~~it hll b bt t th bi~~
				~~sa e sujec o e usness~~ ~~t~~ ~~l~~ ~~f~~ ~~h~~
			~~.~~	~~e susary company sa~~ ~~tht th d f th~~
				~~ensure a e proceure or e~~ ~~iiti dil f t~~
				~~acquson or sposa o asses~~ ~~td i iliith th~~
				~~enace s n compancew e~~

Clauses after the amendment			Existing clauses	Remark
		~~4~~	~~lt l d lti d~~
			~~reevan aws an reguaons an~~ ~~hk il hth th~~
			~~cec precsey weer e~~ ~~lt tt dtd i~~
			~~reevan maers are conuce n~~ ~~d ith th d~~
			~~accorance w e proceure.~~ ~~Th~~ ~~itl~~ ~~dit~~ ~~f~~ ~~th~~
			~~e~~ ~~nerna~~ ~~au~~ ~~o~~ ~~e~~ ~~C hll i th dit~~
			~~ompany sa revew e au~~ ~~t lfiti t~~
			~~repor or se-nspecon repor~~ ~~d th ltd tt f th~~
			~~an oer reae maers o e~~ ~~subsidiary company.~~ ~~The Company shall handle the~~ ~~relevant matters concerning the~~ ~~regulatory filing for the public~~ ~~announcement on behalf of the~~ ~~subsidiary company, in~~ ~~accordance with the provisions~~ ~~of Article 31.~~
		~~.~~
Article9In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the	Articl~~e 10~~In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the			The numbering is adjusted accordingly.

Clauses after the amendment Existing clauses Remark transaction. transaction.
1. Where the transaction amount is 2. Where the transaction amount is NT$1 billion or more, appraisals NT$1 billion or more, appraisals from two or more professional from two or more professional appraisers shall be obtained. appraisers shall be obtained.
1. Where any one of the following 3. Where any one of the following circumstances applies with circumstances applies with respect to the professional respect to the professional appraiser's appraisal results, appraiser's appraisal results, unless all the appraisal results for unless all the appraisal results for the assets to be acquired are the assets to be acquired are higher than the transaction higher than the transaction amount, or all the appraisal amount, or all the appraisal results for the assets to be results for the assets to be disposed of are lower than the disposed of are lower than the transaction amount, a certified transaction amount, a certified public accountant shall render a public accountant shall render a specific opinion regarding the specific opinion regarding the reason for the discrepancy and reason for the discrepancy and the appropriateness of the the appropriateness of the transaction price: transaction price:
（ 1 ） The discrepancy between the （ 1 ） The discrepancy between the appraisal result and the transaction appraisal result and the transaction amount is 20 percent or more of the amount is 20 percent or more of the transaction amount. transaction amount.
（ 2 ） The discrepancy between the （ 2 ） The discrepancy between the appraisal results of two or more appraisal results of two or more professional appraisers is 10 percent professional appraisers is 10 percent or more of the transaction amount. or more of the transaction amount.
1. No more than 3 months may 4. No more than 3 months may elapse between the date of the elapse between the date of the appraisal report issued by a appraisal report issued by a professional appraiser and the professional appraiser and the contract execution date; contract execution date; provided, where the publicly provided, where the publicly announced current value for the announced current value for the same period is used and not more same period is used and not more than 6 months have elapsed, an than 6 months have elapsed, an opinion may still be issued by opinion may still be issued by the original professional the original professional appraiser. appraiser.
Article 10 The Company acquiring or Articl ~~e 11~~ The Company acquiring or The numbering is disposing of securities shall, disposing of securities shall, adjusted accordingly. prior to the date of occurrence prior to the date of occurrence of the event, obtain financial of the event, obtain financial statements of the issuing statements of the issuing company for the most recent company for the most recent period, certified or reviewed period, certified or reviewed by a certified public by a certified public

Clauses after the amendment		Existing clauses	Remark
accountant (CPA), for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).		accountant (CPA), for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
Article11Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transactionprice.	Articl~~e 12~~	Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness ofthe transactionprice.	The numbering is adjusted accordingly.
Article12The calculation of the transaction amounts referred to in the preceding 3 articles shall be done in accordance with Article 27,paragraph 2 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a	Articl~~e 13~~	The calculation of the transaction amounts referred to in the preceding 3 articles shall be done in accordance with ~~Article 28,~~paragraph 2 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a	The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
CPA's opinion has been obtained need not be counted toward the transactionamount.	CPA's opinion has been obtained need not be counted toward the transactionamount.
Article13Where a public company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.	Articl~~e 14~~Where a public company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.	The numbering is adjusted accordingly.
Section Three Related Party's Transaction Article14When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article12herein. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.	Articl~~e 15~~When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article~~13~~herein. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.	1. The section is hereby added. 2. The numbering is adjusted accordingly.
Article15When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from	Articl~~e 16~~When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from	1. The numbering is adjusted accordingly.

Clauses after the amendment Existing clauses Remark or to a related party and the or to a related party and the transaction amount reaches 20 transaction amount reaches 20 percent or more of paid-in percent or more of paid-in capital, 10 percent or more of capital, 10 percent or more of the Company's total assets, or the Company's total assets, or NT$300 million or more, NT$300 million or more, except in trading of domestic except in trading of domestic government bonds or bonds government bonds or bonds and separate and resale and separate and resale agreements, or subscription or agreements, or subscription or redemption of money market redemption of money market funds issued by domestic funds issued by domestic securities investment trust securities investment trust enterprises, the Company may enterprises, the Company may not proceed to enter into a not proceed to enter into a transaction contract or make a transaction contract or make a payment until the following payment until the following matters have been approved by matters have been approved by the Board of Directors and the Board of Directors and recognized by the Audit recognized by the Audit Committee: Committee:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a transaction counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17.
The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty’s relationship to the Company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization.
The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a transaction counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article ~~17~~ and Article ~~18.~~
The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty’s relationship to the Company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization.

Clauses after the amendment

Remark

Existing clauses

An appraisal report from a professional appraiser or a CPA’s opinion obtained in compliance with the preceding article.
Restrictive covenants and other important stipulations associated with the transaction.

When a matter is submitted for discussion by the Board of Directors pursuant to paragraph 1, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.

Where an audit committee has been established in accordance with the provisions of the Act, the matters for which paragraph 1 requires recognition by the supervisors shall first be approved by one-half or more of all audit committee members and then submitted to the Board of Directors for a resolution, and shall be subject to mutatis mutandis application of Article 6, paragraphs 1, subparagraphs 2 and 3.

When the Company or its subsidiary that is not a domestic public company has the transaction in Paragraph 1, where the transaction amount reaches 10% or more of the Company's total assets, it shall submit the materials listed in the various subparagraphs of Paragraph 1 to the Shareholders Meeting for approval before proceeding with signing of the transaction contract and making payments. However, this shall not apply to transactions between the Company and its subsidiary, or between the Company's subsidiaries.

An appraisal report from a professional appraiser or a CPA’s opinion obtained in compliance with the preceding article.
Restrictive covenants and other important stipulations associated with the transaction.

Clauses after the amendment	Clauses after the amendment	Existing clauses	Remark
	The calculation of the transaction amount in Paragraph 1 and the preceding paragraph shall be handled in accordance with the provisions of Paragraph 2 of Article27,and the term “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. The part that has been submitted to the Audit Committee, the Board of Directors, and the Shareholders Meeting for approval in accordance with the provisions of this Procedure shall be exempted from being counted toward the transaction amount again. Where the Company has a transaction with a related party as	The calculation of the transaction amount in Paragraph 1 and the preceding paragraph shall be handled in accordance with the provisions of Paragraph 2 of Article~~28,~~and the term “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. The part that has been submitted to the Audit Committee, the Board of Directors, and the Shareholders Meeting for approval in accordance with the provisions of this Procedure shall be exempted from being counted toward the transaction amount again.	2. Processed in accordance with Article 30 of the Taichung Commercial Bank Corporate Governance Best Practice Principles
	specified in Paragraph 1, it shall report on the actual transaction status (including the actual transaction amount, transaction conditions, materials in various subparagraphs of Paragraph 1, etc.) at the earliest shareholders meeting after the end of the year.
Article16The Company acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non- financial industry lending rate announced by the Ministry of Finance. 2.Total loanvalue appraisal from a		Article~~17~~The Company acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non- financial industry lending rate announced by the Ministry of Finance. 2.Total loanvalue appraisal from a	The numbering is adjusted accordingly.

Clauses after the amendment

financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

The Company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.

Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply:

The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
More than 5 years will have elapsed from the time the related

Existing clauses

The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
More than 5 years will have elapsed from the time the related

Remark

Clauses after the amendment	Existing clauses	Remark
party signed the contract to obtain the real property or right- of-use assets thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company’s own land or on rented land. 4. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.	party signed the contract to obtain the real property or right- of-use assets thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company’s own land or on rented land. 4. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
Article17When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article18.However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures in accordance with the related party's construction costplus reasonable construction	Article~~18~~When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article~~19.~~However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures in accordance with the related party's construction costplus reasonable construction	The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
profit are valued in excess of the actual transaction price. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. 2. Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less	profit are valued in excess of the actual transaction price. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. 2. Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less

Clauses after the amendment	Existing clauses	Remark
than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of theright-of-use assets thereof.	than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of theright-of-use assets thereof.
Article18Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: 1. Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. 2. Independent directors of Audit Committee shall comply with Article 218 of the Company Act. 3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a Shareholders Meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company, having set aside a special reserve under the	Articl~~e 19~~Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: 1. Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. 2. Independent directors of Audit Committee shall comply with Article 218 of the Company Act. 3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a Shareholders Meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company, having set aside a special reserve under the	The numbering is adjusted accordingly.

Clauses after the amendment Existing clauses Remark preceding paragraph, may not preceding paragraph, may not utilize the special reserve until it utilize the special reserve until it has recognized a loss on decline has recognized a loss on decline in market value of the assets it in market value of the assets it purchased or leased at a premium, purchased or leased at a premium, or they have been disposed of, or or they have been disposed of, or the leasing contract has been the leasing contract has been terminated, or adequate terminated, or adequate compensation has been made, or compensation has been made, or the status quo ante has been the status quo ante has been restored, or there is other restored, or there is other evidence confirming that there evidence confirming that there was nothing unreasonable about was nothing unreasonable about the transaction, and the FSC has the transaction, and the FSC has given its consent. given its consent. For the Company's acquisition of For the Company's acquisition of the real estate or its right-of-use the real estate or its right-of-use assets from the related party, if assets from the related party, if there is other evidence indicating there is other evidence indicating that the transaction has abnormal that the transaction has abnormal business operations, it shall also business operations, it shall also be handled in accordance with the be handled in accordance with the preceding two provisions. preceding two provisions. Section Four Enterprise merger, demerger, 1. The section is acquisition, or transfer of shares hereby added. Article ~~20~~ The Company that conducts a Article 19 The Company that conducts a merger, demerger, acquisition, 2. The numbering is merger, demerger, acquisition, or transfer of shares, prior to adjusted or transfer of shares, prior to convening the Board of accordingly. convening the Board of Directors to resolve on the Directors to resolve on the matter, shall engage a CPA, matter, shall engage a CPA, attorney, or securities attorney, or securities underwriter to give an opinion underwriter to give an opinion on the reasonableness of the on the reasonableness of the share exchange ratio, share exchange ratio, acquisition price, or acquisition price, or distribution of cash or other distribution of cash or other property to shareholders, and property to shareholders, and submit it to the Board of submit it to the Board of Directors for deliberation and Directors for deliberation and passage. However, the passage. However, the requirement of obtaining an requirement of obtaining an aforesaid opinion on aforesaid opinion on reasonableness issued by an reasonableness issued by an expert may be exempted in the expert may be exempted in the case of a merger by the case of a merger by the Company of a subsidiary in Company of a subsidiary in which it directly or indirectly which it directly or indirectly holds 100 percent of the issued holds 100 percent of the issued shares or authorized capital, shares or authorized capital, and in the case of a merger

Clauses after the amendment	Existing clauses	Remark
and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.	between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
Article20The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the Shareholders Meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the Shareholders Meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a Shareholders Meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the Shareholders Meeting of the Company fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the Shareholders Meeting, the Company shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next Shareholders Meeting.	Articl~~e 21~~The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the Shareholders Meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the Shareholders Meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a Shareholders Meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the Shareholders Meeting of the Company fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the Shareholders Meeting, the Company shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next Shareholders Meeting.	The numbering is adjusted accordingly.
Article21The Company shall convene a Board of Directors meeting and Shareholders Meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition,unless another act	Articl~~e 22~~The Company shall convene a Board of Directors meeting and Shareholders Meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition,unless another act	The numbering is adjusted accordingly.

Remark

Clauses after the amendment

Existing clauses

provides otherwise or the FSC provides otherwise or the FSC is notified in advance of is notified in advance of extraordinary circumstances extraordinary circumstances and grants consent. and grants consent. The Company participating in The Company participating in a transfer of shares shall call a a transfer of shares shall call a Board of Directors meeting on Board of Directors meeting on the day of the transaction, the day of the transaction, unless another act provides unless another act provides otherwise or the FSC is otherwise or the FSC is notified in advance of notified in advance of extraordinary circumstances extraordinary circumstances and grants consent. and grants consent. When participating in a When participating in a merger, demerger, acquisition, merger, demerger, acquisition, or transfer of another or transfer of another company’s shares, the company’s shares, the Company shall prepare a full Company shall prepare a full written record of the following written record of the following information and retain it for 5 information and retain it for 5 years for reference: years for reference: 1. Basic identification data for 1. Basic identification data for personnel: Including the personnel: Including the occupational titles, names, and occupational titles, names, and national ID numbers (or passport national ID numbers (or passport numbers in the case of foreign numbers in the case of foreign nationals) of all persons involved nationals) of all persons involved in the planning or in the planning or implementation of any merger, implementation of any merger, demerger, acquisition, or transfer demerger, acquisition, or transfer of another company's shares of another company's shares prior to disclosure of the prior to disclosure of the information. information.

Dates of material events: including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors' meetings.
Dates of material events: including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors' meetings.

Clauses after the amendment	Existing clauses	Remark
When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall, within 2 days counting inclusively from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation. Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding 2paragraphs.	When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall, within 2 days counting inclusively from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation. Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding 2 paragraphs.
Article22Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.	Articl~~e 23 E~~very person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.	The numbering is adjusted accordingly.
Article23The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisitionprice unless under	Articl~~e 24~~The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisitionprice unless under	The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares: 1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities. 2. An action, such as a disposal of major assets, that affects the Company’s financial operations. 3. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price. 4. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock. 5. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. 6. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.	the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares: 1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities. 2. An action, such as a disposal of major assets, that affects the Company’s financial operations. 3. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price. 4. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock. 5. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. 6. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
Article24The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following: 1. Handling of breach of contract. 2. Principles for the handling of equity-type securitiespreviously	Articl~~e 25~~The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following: 1. Handling of breach of contract. 2. Principles for the handling of equity-type securitiespreviously	The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged. 3. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof. 4. The manner of handling changes in the number of participating entities or companies. 5. Preliminary progress schedule for plan execution, and anticipated completion date. 6. Scheduled date for convening the legally mandated Shareholders Meeting if the plan exceeds the deadline without completion, and relevant procedures.	issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged. 3. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof. 4. The manner of handling changes in the number of participating entities or companies. 5. Preliminary progress schedule for plan execution, and anticipated completion date. 6. Scheduled date for convening the legally mandated Shareholders Meeting if the plan exceeds the deadline without completion, and relevant procedures.
Article25After public disclosure of the information, if the Company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's Shareholders Meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another Shareholders Meeting to resolve on the matter anew.	Articl~~e 26~~After public disclosure of the information, if the Company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's Shareholders Meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another Shareholders Meeting to resolve on the matter anew.	The numbering is adjusted accordingly.
Article26Where anyof the companies	Articl~~e 27~~Where anyof the companies	The numberingis

Clauses after the amendment	Existing clauses	Remark
participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article21,Article22, and the preceding article.	participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article~~22,~~ Article~~23,~~and the preceding article.	adjusted accordingly.
Chapter Three Information Disclourse Article27The standards for making public announcements and regulatory filing Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: 1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds and separate and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares.	Articl~~e 28~~The standards for making public announcements and regulatory filing Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: 1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds and separate and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares.	1. The chapter is hereby added. 2. The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: (1) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 5. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. 6. Where an asset transaction other than any of those referred to in the preceding 5 subparagraphs, a disposal of receivables by the Company, or an investment in the mainland China area reaches 20 percent or more of paid-in capital of the Company or NT$300 million; provided, this shall not apply to the following circumstances:	3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: (1) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 5. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. 6. Where an asset transaction other than any of those referred to in the preceding 5 subparagraphs, a disposal of receivables by the Company, or an investment in the mainland China area reaches 20 percent or more of paid-in capital of the Company or NT$300 million; provided, this shall not apply to the following circumstances:

Remark

Clauses after the amendment

（ 1 ） Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.

（ 2 ） Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

（ 3 ） Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative

Existing clauses

（ 1 ） Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.

（ 3 ） Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows:

The amount of any individual transaction.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative

Clauses after the amendment	Existing clauses	Remark
acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. “Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. The Company acquiring or disposing of assets shall keep all relevant contracts,meeting	acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. “Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. The Company acquiring or disposing of assets shall keep all relevant contracts,meeting

Clauses after the amendment	Existing clauses	Remark
minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.	minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.
Article28Formats for public disclosure: 1. For the trading by the Company in the securities of its parent company, subsidiary company or its related enterprise from the domestic or overseas exchange markets or OTCs, the format for items and contents to be publicly disclosed is set out as Annex 2. 2. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, the format for the items and contents to be publicly disclosed is set out as Annex 3. 3. For the acquisition or disposal of real property, equipment or its right-of-use assets, and the related party transactions, the format for the public disclosure is set out as Annex 4. 4. For the trading in securities, intangible assets or right-of-use assets thereof or memberships which are neither listed on an exchange nor has its shares traded on an OTC market, and the disposal of right of claim by the Company, the format for the public disclosure is set out as Annex 5. 5. For the investment in the mainland China area, the format for public disclosure is set out as Annex 6. 6.For the derivatives trading,the	Article~~29~~Formats for public disclosure: 1. For the trading by the Company in the securities of its parent company, subsidiary company or its related enterprise from the domestic or overseas exchange markets or OTCs, the format for items and contents to be publicly disclosed is set out as Annex 2. 2. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, the format for the items and contents to be publicly disclosed is set out as Annex 3. 3. For the acquisition or disposal of real property, equipment or its right-of-use assets, and the related party transactions, the format for the public disclosure is set out as Annex 4. 4. For the trading in securities, intangible assets or right-of-use assets thereof or memberships which are neither listed on an exchange nor has its shares traded on an OTC market, and the disposal of right of claim by the Company, the format for the public disclosure is set out as Annex 5. 5. For the investment in the mainland China area, the format for public disclosure is set out as Annex 6. 6.For the derivatives trading,the	The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
format for the public disclosure of information within 2 days counting inclusively from the date of occurrence of the event is set out as Annex 7-1. 7. For the derivatives trading, the format for the public disclosure of information by the tenth of each month is set out as Annex 7-2. 8. For the transaction in a merger, demerger, acquisition, or transfer of shares, the announcement formatis set out asAnnex8.	format for the public disclosure of information within 2 days counting inclusively from the date of occurrence of the event is set out as Annex 7-1. 7. For the derivatives trading, the format for the public disclosure of information by the tenth of each month is set out as Annex 7-2. 8. For the transaction in a merger, demerger, acquisition, or transfer of shares, the announcement formatis set out asAnnex8.
Article29Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with Article 27, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: 1. Change, termination, or rescission of a contract signed in regard to the original transaction. 2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3. Change to the originally publicly announced and reported information.	Articl~~e 30~~Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with Article~~28,~~a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: 1. Change, termination, or rescission of a contract signed in regard to the original transaction. 2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3. Change to the originally publicly announced and reported information.	The numbering is adjusted accordingly.
Charpter Four The control procedure for the acquisition or disposal of assets by the subsidiary company Article 30 The control procedure for the acquisition or disposal of assets by the subsidiary company:	Article 30 Omitted	1. The chapter is hereby added. 2. The original Article 9 is moved here.
company
Article 30

	Clauses after the amendment	Clauses after the amendment		Remark
	1.	The subsidiary company shall, in
	2.	accordance with the relevant regulations and the provisions of
		the competent authority, enact and implement the procedure for
		the acquisition or disposition of assets. For the acquisition or disposal of
	3.	assets by the subsidiary company, it shall be subject to the business competency rules of
		each subsidiary company. The subsidiary company shall ensure that the procedure for the
	4.
		acquisition or disposal of assets enacted is in compliance with the
		relevant laws and regulations and
		check precisely whether the relevant matters are conducted in
		accordance with the procedure. The internal audit of the Company shall review the audit report or self-inspection report and other related matters of the subsidiary company. The Company shall handle the relevant matters concerning the regulatory filing for the public announcement on behalf of the subsidiary company, in accordance with the provisions of Article 31.

Article 31 Information required to be publicly announced and reported in accordance with the provisions ofChapter 4on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the Company. The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative topaid-in capital or total			Article 31 Information required to be publicly announced and reported in accordance with the provisions of~~Article 28 and~~ ~~Article 30~~on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the Company. The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets,it	The numbering is adjusted accordingly.

Clauses after the amendment	Existing clauses	Remark
assets, it reaches a threshold requiring public announcement and regulatory filing under Article 27, paragraph 1.	reaches a threshold requiring public announcement and regulatory filing under Article ~~28,~~ paragraph 1.
Chapter Five Supplementary Provisions Article 32 For the calculation of 10 percent of total assets under the Procedure, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.	Article 32 For the calculation of 10 percent of total assets under the Procedure, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.	The chapter is hereby added.

Procedure for Acquisition or Disposal of Assets of Taichung Commercial Bank(Draft)

Chapter One General Provisions

Article 1 For the management of assets, Taichung Commercial Bank Co., Ltd. (hereinafter referred to as the “Company”) enacted the Procedure for Handling Acquisition or Disposal of Assets (hereinafter referred to as the “Procedure”) in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies,” issued by the competent authority.
Article 2 For acquisition or disposal of assets by the Company, it shall be subject to the provisions of the Procedure. However, if there are other provisions of the financial related laws and regulations stated otherwise, such provisions shall prevail.

For the Company to conduct the business of derivatives or engage in the derivatives trading, it shall by subject to the relevant provisions issued by the competent authority and “Operational Strategy and Procedural Guidelines for Conducting Derivative Financial Commodity” issued by the Competent.

Article 3

The term “assets” as used in these Regulations includes the following:

Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
Real property (including land, houses and buildings, investment property) and equipment.
Memberships
Patents, copyrights, trademarks, franchise rights, and other intangible assets.
Right-of-use assets
Claims of Taichung Commercial Bank (including receivables, bills purchased and discounted, loans, and overdue receivables).
Derivatives
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
Other major assets

Article 4

The terms used in the Procedure are defined as follows:

Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance

of new shares of its own as the consideration therefor (hereinafter “transfer of shares”) under Article 156-3 of the Company Act.

Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

Article 5 Professional appraisers and their officers, certified public accountants, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When the personnel of the preceding paragraph issue the appraisal report or opinion, it shall be handled in accordance with the self-regulatory rules of the trade association to which the personnel belong as well as the following matters:

Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or pinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they

have evaluated and found that the information used is appropriateness and reasonable that they have complied with applicable laws and regulations.

Chapter Two Procedure for Handling

Section One Enactment of Procedure for Handling

Article 6 The enactment of Procedure for Handling Acquisition or Disposal of the Company:

The enactment or amendment of this Procedure shall be approved by more than one-half of all members of the Audit Committee and shall be submitted to the Board of Directors for a resolution.
If the preceding subparagraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two-thirds of all directors, and the resolution of the Audit Committee shall be stated in the minutes of the Board of Directors.
All members of the Audit Committee referred to in subparagraph 1 and all directors referred to in the preceding subparagraph shall be calculated by the actual incumbent.

Article 7

The operating procedure for the acquisition or disposal of assets of the Company include the reference basis, trading term, authorization level and executive unit, etc., shall be handled in accordance with the law, the relevant regulations of the competent authority, the levels of responsibilities chart of the Company, and the related operational specifications:
Securities: they shall be subject to the relevant provisions of the Banking Act and the “investment policy” of the Company.
Real property or its right-of-use assets: they shall comply with the Banking Act, the relevant regulations of the competent authority and the standards of the “Management Rules for Real Estate” of the Company.
Membership card, intangible assets, equipment or its right-of-use assets: the purchase matters shall be handled based on the divisions of responsibilities under the “Operational Rules for Matters of Construction and the Purchase, Order of the Custom-made and Sale of the Property” of the Company.
The acquisition or disposal of the real estate and equipment shall be based on one of the price comparison, negotiation or bidding.
Derivatives: it is to be conducted by the Derivatives Investment Trading Department of the Company in accordance with the relevant regulations of the competent authority and the “Management Strategy for Operational Guidelines for Conducting Derivative Financial Commodity Business”.
The acquisition or disposal of other assets shall be subject to the relevant regulations of the Company.

The relevant operation regarding the acquisition or disposal of assets shall be all subject to the relevant provisions of the internal control system of the Company. In the event of major violations discovered, the related personnel shall be disciplined depending on the circumstances surrounding the violation.

Article 8 The total amount of the real estate not for business use and its right-of-use assets or the securities acquired by the Company and each of its subsidiaries, and the limits of individual securities shall be subject to the Banking Act or the related regulations of the competent authority.

Section Two Acquisition or Disposal of Assets

Article 9

In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
（ 1 ） The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
（ 2 ） The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Article 10

The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant (CPA), for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
Article 11 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paidin capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.

Article 12 The calculation of the transaction amounts referred to in the preceding 3 articles shall be done in accordance with Article 27, paragraph 2 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current

transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 13 Where a public company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Section Three Related Party's Transaction

Article 14 When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section.

The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12 herein.

When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

Article 15 When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds and separate and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the Audit Committee:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a transaction counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17.
The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty’s relationship to the Company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization.
An appraisal report from a professional appraiser or a CPA’s opinion obtained in compliance with the preceding article.
Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amount in Paragraph 1 and the preceding paragraph shall be handled in accordance with the provisions of Paragraph 2 of Article 27, and the term “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. The part that has been submitted to the Audit Committee, the Board of Directors, and the Shareholders Meeting for approval in accordance with the provisions of this Procedure shall be exempted from being counted toward the transaction amount again.

Where the Company has a transaction with a related party as specified in Paragraph 1, it shall report on the actual transaction status (including the actual transaction amount, transaction conditions, materials in various subparagraphs of Paragraph 1, etc.) at the earliest shareholders meeting after the end of the year.

Article 16 The Company acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:

Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

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The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company’s own land or on rented land.
The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

Article 17

When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures in accordance with the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
Where the Company acquiring real property, or obtaining real property right-ofuse assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken:

Article 18

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Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
Independent directors of Audit Committee shall comply with Article 218 of the Company Act.
Actions taken pursuant to the preceding two subparagraphs shall be reported to a Shareholders Meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

The Company, having set aside a special reserve under the preceding paragraph, may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

For the Company's acquisition of the real estate or its right-of-use assets from the related party, if there is other evidence indicating that the transaction has abnormal business operations, it shall also be handled in accordance with the preceding two provisions.

Section Four Enterprise merger, demerger, acquisition, or transfer of shares

Article 19 The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the Board of Directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.

Article 20 The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the Shareholders Meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the Shareholders Meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a Shareholders Meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

Where the Shareholders Meeting of the Company fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the Shareholders Meeting, the Company shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next Shareholders Meeting.

Article 21 The Company shall convene a Board of Directors meeting and Shareholders Meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of

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extraordinary circumstances and grants consent.

The Company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

When participating in a merger, demerger, acquisition, or transfer of another company’s shares, the Company shall prepare a full written record of the following information and retain it for 5 years for reference:

Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
Dates of material events: including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors' meetings.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall, within 2 days counting inclusively from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding 2 paragraphs.

Article 22

Article 23

Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the belowlisted circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities.
An action, such as a disposal of major assets, that affects the Company’s financial operations.
An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
An increase or decrease in the number of entities or companies participating in the

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merger, demerger, acquisition, or transfer of shares.

Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

Article 24 The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:

Handling of breach of contract.
Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
The manner of handling changes in the number of participating entities or companies.
Preliminary progress schedule for plan execution, and anticipated completion date.
Scheduled date for convening the legally mandated Shareholders Meeting if the plan exceeds the deadline without completion, and relevant procedures.
Article 25 After public disclosure of the information, if the Company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's Shareholders Meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another Shareholders Meeting to resolve on the matter anew.
Article 26 Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the nonpublic company whereby the latter is required to abide by the provisions of Article 21, Article 22, and the preceding article.

Chapter Three Information Disclourse

Article 27 The standards for making public announcements and regulatory filing

Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or rightof-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds and separate and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Merger, demerger, acquisition, or transfer of shares.

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Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
(1) For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(2) For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.
Where an asset transaction other than any of those referred to in the preceding 5 subparagraphs, a disposal of receivables by the Company, or an investment in the mainland China area reaches 20 percent or more of paid-in capital of the Company or NT$300 million; provided, this shall not apply to the following circumstances:
（ 1 ） Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.
（ 2 ） Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
（ 3 ） Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows:

The amount of any individual transaction.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
“Within the preceding year” as used in the preceding paragraph refers to the year

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preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

Article 28

Formats for public disclosure:

For the trading by the Company in the securities of its parent company, subsidiary company or its related enterprise from the domestic or overseas exchange markets or OTCs, the format for items and contents to be publicly disclosed is set out as Annex 2.
Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, the format for the items and contents to be publicly disclosed is set out as Annex 3.
For the acquisition or disposal of real property, equipment or its right-of-use assets, and the related party transactions, the format for the public disclosure is set out as Annex 4.
For the trading in securities, intangible assets or right-of-use assets thereof or memberships which are neither listed on an exchange nor has its shares traded on an OTC market, and the disposal of right of claim by the Company, the format for the public disclosure is set out as Annex 5.
For the investment in the mainland China area, the format for public disclosure is set out as Annex 6.
For the derivatives trading, the format for the public disclosure of information within 2 days counting inclusively from the date of occurrence of the event is set out as Annex 7-1.
For the derivatives trading, the format for the public disclosure of information by the tenth of each month is set out as Annex 7-2.
For the transaction in a merger, demerger, acquisition, or transfer of shares, the announcement format is set out as Annex 8.

Article 29

Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with Article 27, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

Change, termination, or rescission of a contract signed in regard to the original transaction.

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The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
Change to the originally publicly announced and reported information.

Charpter Four The control procedure for the acquisition or disposal of assets by the subsidiary company

Article 30 The control procedure for the acquisition or disposal of assets by the subsidiary company:

The subsidiary company shall, in accordance with the relevant regulations and the provisions of the competent authority, enact and implement the procedure for the acquisition or disposition of assets.
For the acquisition or disposal of assets by the subsidiary company, it shall be subject to the business competency rules of each subsidiary company.
The subsidiary company shall ensure that the procedure for the acquisition or disposal of assets enacted is in compliance with the relevant laws and regulations and check precisely whether the relevant matters are conducted in accordance with the procedure. The internal audit of the Company shall review the audit report or self-inspection report and other related matters of the subsidiary company.
The Company shall handle the relevant matters concerning the regulatory filing for the public announcement on behalf of the subsidiary company, in accordance with the provisions of Article 31.
Article 31 Information required to be publicly announced and reported in accordance with the provisions of Chapter 4 on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the Company.

The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing under Article 27, paragraph 1.

Chapter Five Supplementary Provisions

Article 32 For the calculation of 10 percent of total assets under the Procedure, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
Article 33 Where it is not specified in the Procedure, it shall be subject to the relevant laws and regulations and the competent authorities.
Article 34 After the Procedure is approved by the Board of Directors, it shall be submitted to the Shareholders Meeting for approval. In the event of amendments, the procedure shall apply.

These Articles of Incorporation were set up on April 28, 1989. The 1[st ] amendment was implemented on October 29, 1991. The 2[nd ] amendment was implemented on May 27, 1995. The 3[rd ] amendment was implemented on December 28, 1999.

The 4[th ] amendment was implemented on April 24, 2003.
The 5[th ] amendment was implemented on June 15, 2007.

The 6[th ] amendment was implemented on June 19, 2009.

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The 7[th ] amendment was implemented on June 6, 2012. The 8[th ] amendment was implemented on June 19, 2014. The 9[th ] amendment was implemented on June 21, 2016. The 10[th ] amendment was implemented on June 7, 2017. The 11[th ] amendment was implemented on June 28, 2019. The 12[th] amendment was implemented on May 15, 2023. The 13[th ] amendment was implemented on __

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APPENDIX 1

The appraisal report shall specify the following items:

The items specified under the technical rules for the appraisal of real estate.
The matters related to the professional appraiser and appraisal officer.
（ 1 ） The name, capital amount, organizational structure and personnel composition of the professional appraiser.
（ 2 ） The name, age, and educational and career background (with certificates) of the appraisal officer; the number of years and duration being engaged in the appraisal work, and the number of cases undertaking the appraisal work.
（ 3 ） The relationship between the professional appraiser, appraisal officer and the principal of the appraisal.
（ 4 ） The appraisal report shall include a statement attesting to the professional competence and independence of the appraisal personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations, and the matters contained therein shall contain no misrepresentations or nondisclosures.
（ 5 ） The date on which the appraisal report is issued.
The basic information on the target surveyed shall include at least the name, nature, location, area and other information of the target.
A comparative example of real estate transactions in the target area.
For the types of the appraisal being limited price, specified price or special price, the limited, specified or special conditions; whether the current situation meets such conditions; the reason and rationality of the difference from the normal price; and whether such limited price, specified price or special price shall be sufficient to serve as the reference for the trading price.
In the case of a contract for joint construction, the reasonable allocation ratio between the two parties shall be stated.
Estimation of land value-added tax.
In the case that appraised value of a real estate at the same appraisal date among appraisers differs and the difference in value is in excess of 20 percent, whether it been handled in accordance with Article 41 of the Real Estate Appraiser Act.
The annex shall include the appraisal details of the target, the ownership registration material, the cadastral map transcript, the urban plan sketch, the location map of the target, the land use zoning certificate, and the current status of the target.

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APPENDIX 2

(Applicable for the securities trading in the domestic and overseas centralized securities exchange markets or over-the-counter markets)

Announcement by the x x Co., Ltd.

Date:

The Company hereby announces the relevant information on the securities it acquired or disposed in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” as follows:

Name of the securities:
Date of the transaction: from (day) (month) (year) to (day) (month) (year)
Quantity: ; price per unit: NT$ ; total amount: NT$
If the transaction counterparty is a related party, the counterparty of the transaction: (ex. xx Incorporation); the relationship with the Company: (ex. the invested company reinvested by the Company holding xx% of its shares), the date that the Board of Directors passes the resolution: (day) (month) (year) ; the date of the supervisor's recognition: (day) (month) (year)
Gains (or losses) of disposition: NT$
Accumulative quantity of the trading securities held to date (including this transaction): ; amount: NT$ ; shareholding ratio: %; rights restricted: (ex. pledge)
Relationship with the target company of the transaction:
Ratio of the portfolio investment (including this transaction) to date accounting for the most recent financial report: total assets % ; total equity % ; the most recent financial report working capital (not applicable for the financial holding company, bank, bills finance and insurance industry) : NT$
Specific purpose for the acquisition or disposition:
Whether or not objected by the director in this transaction:
Other statements:

Notes:

Item 4: If the counterparty of the transaction is a related party, the filing item “date of the supervisor's recognition” shall be the date of approval of the audit committee, if the audit committee has been set up in accordance with the provisions of the Act.
Item 5: not applicable for the securities acquired.
Item 8:
(1) The portfolio investment is the total amount (including this transaction) held by the Company to date of its own settlement; the total assets and total equity are the amounts specified in the most recent financial statements of the Company.
(2) If the securities are acquired with the working capital being negative, the source of the funds for acquiring the securities and the specific reason for acquiring the securities even under the situation of insufficient funds shall be additionally announced.

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APPENDIX 3

(Applicable for the real property acquired where the land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale)

Announcement by the x x Co., Ltd.

Date:

The Company hereby announces the relevant information on the xx assets it intends to acquire with the means of xx in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” as follows:

Type of contract:
Date of the occurrence: from (day) (month) (year) to (day) (month) (year) 3. Contract counterparty: ; the relationship with the Company: 4. If the transaction counterparty is a related party, the date that the Board of Directors passes the resolution: (day) (month) (year) ; the date of the supervisor's recognition: (day) (month) (year)
Total contract amount: NT$ ; Estimated investment amount: NT$ Duration of the contract: from (day) (month) (year) to (day) (month) (year) Limitation clauses: Other important agreements:
Name of firm or company of the professional appraiser: ; appraisal result: NT$

Name of real estate appraiser: ; practicing license No. of the real estate appraiser:

If the appraisal result has material difference, the reason for such difference and the certified public accountant's opinion: Name of accounting firm: ; certified public accountant name: ; practicing license No. of the certified public accountant: Whether the appraisal report adopts a limited price, a specified price or special price: Whether the appraisal report has not been obtained: ; reasons for not yet obtaining the appraisal report:

Specific purpose for the acquisition:
Whether or not objected by the director in this transaction:
Other statements:

Notes:

Item 2: The date of occurrence means the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the Board of Directors, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.
Item 4: If the counterparty of the transaction is a related party, the filing item “date of the supervisor's recognition” shall be the date of approval of the audit committee, if the audit committee has been set up in accordance with the provisions of the Act.
Item 5: Other important agreements shall indicate whether there is a repurchase (reverse) agreement, cancellation of the contract or other uncertain or special terms.
Item 6:
(1) Not applicable for the real property acquired where the land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land; the appraisal result shall indicate the appraiser's assessment opinion on the reasonableness of the cooperation mode of the contract.
(2) When the reference price of the transaction price is based on a limited price, a specified

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price or a special price, the normal price and the appraisal result of the limited price or specified price shall be announced separately.

(3) Non-related party transactions: based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 20 percent or more of paid-in capital, or NT$300 million or more, a professional appraisal report or a certified public accountant opinion shall be obtained.
(4) Related party transactions: based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 20 percent or more of paid-in capital, or NT$300 million or more, or 10 percent or more of the Company's total assets, a professional appraisal report or a certified public accountant opinion shall be obtained.
(5) In the case of a company with shares having no par value or a par value other than NT$10, based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 10 percent or more of the equity attributed to the shareholders of the parent company, or NT$300 million or more, a professional appraisal report or a CPA opinion shall be obtained.
(6) If the appraisal results of the acquired asset are all higher than the transaction price, or the appraisal results of the disposed assets are all lower than the transaction price, it shall not be necessary to obtain another certified public accountant opinion.

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APPENDIX 4

(	Applicable for acquisition or disposal of the real estate,	Applicable for acquisition or disposal of the real estate,	equipment or its right-of-use assets)
	The in a Reg	Announcement by the x x Co., Ltd. Date: Company hereby announces the relevant information on the xx assets it acquired/disposed ccordance with the “ ulations Governing the Acquisition or Disposal of Assets by Public Companies” as follows: 1. Name and type of the target: (ex. the land located in xx subsection, xx section, northern district, Taichung City) 2. Date of the occurrence: (day) (month) (year) 3. Quantity of trading units: (ex. xx square meters, equivalent to xx ping); price per unit: NT$ ; total amount: NT$ 4. Counterparty of the transaction: (ex. xx Co., Ltd.); the relationship with the Company: (ex. the invested company re-invested by the Company holding xx% of its shares) 5. If the transaction counterparty being a related party: (1) Date of adoption by the Board of Directors: the date that the Board of Directors passes the resolution: (day) (month) (year) ; the date of the supervisor's recognition: (day) (month) (year) (2) If the real estate or its right of-use assets is acquired from a related party, the appraisal price in accordance with the provisions of Articles 16 and 17 of the Criteria: 6. Reasons for selecting the related party for the transaction: Owner of the previous transfer: ; relationship with the Company: ; relationship with the counterparty of the transaction: Last transfer date: (day) (month) (year) ; amount: NT$ 7. The owner within the last 5 years of the transaction target has been the Company's related party: Date of the acquisition by the related party: (day) (month) (year); acquisition price: NT$ ; relationship with the Company at the time of acquisition: Date of the disposal by the related party: (day) (month) (year); disposition price: NT$ ; relationship with the Company at the time of disposition: 8. Estimated gains (or losses) from the disposition: NT$ 9. Terms on delivery or payment (including payment period and amount): Limitation clauses: Other important agreements: 10. Type of transaction decided: (ex. bidding, price comparison or bargaining) Reference basis for price decision: Decision made by: 11. Name of firm or company of the professional appraiser: ; appraisal amount: NT$ Name of professional appraiser: ; practicing certificate No. of the professional appraiser: ; when the appraisal results have significant difference, the reason for such difference and thecertified publicaccountant's opinion: Name of accounting firm: ;certified publicaccountant name: ; certified publicaccountant practicing certificate No.: ; Whether the appraisal report adopts a limited price, a specified price or a special price: Whether the appraisal report has not yet obtained: ; reasons for not yet obtaining the appraisal report: 12. Broker: Brokerage fee: NT$ 13. Specific purpose for the acquisition or disposition: 14. Whether or not objected by the director in this transaction: 15. Other statements:

(	Applicable for acquisition or disposal of the real estate,	Applicable for acquisition or disposal of the real estate,	equipment or its right-of-use assets)
	The in a Reg	Announcement by the x x Co., Ltd. Date: Company hereby announces the relevant information on the xx assets it acquired/disposed ccordance with the “ ulations Governing the Acquisition or Disposal of Assets by Public Companies” as follows: 1. Name and type of the target: (ex. the land located in xx subsection, xx section, northern district, Taichung City) 2. Date of the occurrence: (day) (month) (year) 3. Quantity of trading units: (ex. xx square meters, equivalent to xx ping); price per unit: NT$ ; total amount: NT$ 4. Counterparty of the transaction: (ex. xx Co., Ltd.); the relationship with the Company: (ex. the invested company re-invested by the Company holding xx% of its shares) 5. If the transaction counterparty being a related party: (1) Date of adoption by the Board of Directors: the date that the Board of Directors passes the resolution: (day) (month) (year) ; the date of the supervisor's recognition: (day) (month) (year) (2) If the real estate or its right of-use assets is acquired from a related party, the appraisal price in accordance with the provisions of Articles 16 and 17 of the Criteria: 6. Reasons for selecting the related party for the transaction: Owner of the previous transfer: ; relationship with the Company: ; relationship with the counterparty of the transaction: Last transfer date: (day) (month) (year) ; amount: NT$ 7. The owner within the last 5 years of the transaction target has been the Company's related party: Date of the acquisition by the related party: (day) (month) (year); acquisition price: NT$ ; relationship with the Company at the time of acquisition: Date of the disposal by the related party: (day) (month) (year); disposition price: NT$ ; relationship with the Company at the time of disposition: 8. Estimated gains (or losses) from the disposition: NT$ 9. Terms on delivery or payment (including payment period and amount): Limitation clauses: Other important agreements: 10. Type of transaction decided: (ex. bidding, price comparison or bargaining) Reference basis for price decision: Decision made by: 11. Name of firm or company of the professional appraiser: ; appraisal amount: NT$ Name of professional appraiser: ; practicing certificate No. of the professional appraiser: ; when the appraisal results have significant difference, the reason for such difference and thecertified publicaccountant's opinion: Name of accounting firm: ;certified publicaccountant name: ; certified publicaccountant practicing certificate No.: ; Whether the appraisal report adopts a limited price, a specified price or a special price: Whether the appraisal report has not yet obtained: ; reasons for not yet obtaining the appraisal report: 12. Broker: Brokerage fee: NT$ 13. Specific purpose for the acquisition or disposition: 14. Whether or not objected by the director in this transaction: 15. Other statements:

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Notes:

Item 2: The date of occurrence means the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the Board of Directors, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.
Item 4: If the counterparty of the transaction is a natural person without being a related party of the Company, it is exempted to disclose the name.
Item 5: If the counterparty of the transaction is a related party, the filing item “date of the supervisor's recognition” shall be the date of approval of the audit committee, if the audit committee has been set up in accordance with the provisions of the Act.
Item 8: not applicable for the acquisition of assets; if deferred gains (or losses) out of disposition are expected, a list shall be made to explain on the recognition.
Item 9: Other important agreements shall indicate whether there is a repurchase (reverse) agreement, cancellation of the contract or other uncertain or special terms. In the case of the right-of-use asset, the lease term, whether the priority lease or rent exists upon lease expiration, and other important matters regarding the lease shall be indicated.
Item 11:
(1) When the reference price of the transaction price is based on a limited price, a specified price or a special price, the normal price and the appraisal result of the limited price or specified price shall be announced separately.
(2) Non-related party transactions: based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 20 percent or more of paid-in capital, or NT$300 million or more, a professional appraisal report or a certified public accountant opinion shall be obtained.
(3) Related party transactions: based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 20 percent or more of paid-in capital, or NT$300 million or more, or 10 percent or more of the Company's total assets, a professional appraisal report or a certified public accountant opinion shall be obtained.
(4) In the case of a company with shares having no par value or a par value other than NT$10, based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 10 percent or more of the equity attributed to the shareholders of the parent company, or NT$300 million or more, a professional appraisal report or a certified public accountant opinion shall be obtained.
(5) If the assets are acquired or disposed of by the court auction procedure, the certificate issued by the court may be used instead of the appraisal report or certified public accountant's opinion.
(6) If the appraisal results of the acquired real estate, equipment or its right-of-use assets are all higher than the transaction price, or the appraisal results of the disposed real estate, equipment or its right-of-use assets are all lower than the transaction price, it shall not be necessary to obtain another certified public accountant opinion.

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APPENDIX 5 (Applicable for trading in the securities, intangible assets or its right-of-use assets, membership certificate and the right of claims disposed by the Company not on the centralized securities exchange market or over-the-counter market )

Announcement by the x x Co., Ltd.

Date:

The Company hereby announces the relevant information on xx securities (intangible assets or its rightof-use assets, membership certificate, the right of claims) it acquired or disposed in accordance with the “ Regulations Governing the Acquisition or Disposal of Assets by Public Companies” as follows:

Transaction target: (in case of preferred stocks, the terms and conditions of its issuance shall be indicated, such as the dividend yield ratio.)
Date of the occurrence: (day) (month) (year)
Quantity of trading units: ; price per unit: NT$ ; total amount: NT$ 4. Counterparty of the transaction: (ex. xx Co., Ltd.); the relationship with the Company: (ex. the invested company re-invested by the Company holding xx% of its shares)
If the transaction counterparty being a related party, the date of resolution passed by the Board of Directors: (day) (month) (year) ; the date of the supervisor's recognition: (day) (month) (year)
Reasons for selecting the related party for the transaction:
Owner of the previous transfer: ; relationship with the Company: ; relationship with the counterparty of the transaction:
- Last transfer date: (day) (month) (year) ; amount: NT$
The owner within the last 5 years of the transaction target has been the Company's related party: Date of the acquisition by the related party: (day) (month) (year); acquisition price: NT$ ; relationship with the Company at the time of acquisition: Date of the disposal by the related party: (day) (month) (year); disposition price: NT$ ; relationship with the Company at the time of disposition:
The relevant matters concerning the disposition of the right of claims:
(1) The type of collateral attached to the right of claims disposed:
(2) If such disposition is concerning the right of claims toward the related party:
- Face value of this disposition of the right of claims toward such related party:
Gains (or losses) from the disposition: NT$
Terms on delivery or payment (including payment period and amount):

Limitation clauses of the contract:

Other important agreements: 11. Method of transaction decision: ;
decision made by:
- Net value per share of the target company of the securities acquired or disposed:
Whether the certified public accountant issued an opinion that the transaction price is reasonable: Name of accounting firm: ; certified public accountant name: ; certified public accountant practicing certificate No.:
Accumulative quantity of the trading securities held to date (including this transaction): ; amount: NT$ ; shareholding ratio: %; rights restricted: (ex. pledge)
Ratio of the portfolio investment (including this transaction) to date accounting for the most recent financial report: total assets % ; total equity % ; the most recent financial report working capital (not applicable for the financial holding company, bank, bills finance and insurance industry) : NT$
Broker: ; brokerage fee: NT$ 16. Specific purpose for the acquisition or disposition: 17. Whether or not objected by the director in this transaction: 18. Other statements:

Notes:

Item 2: The date of occurrence means the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the Board of

115

Directors, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

Item 4: If the counterparty of the transaction is a natural person without being a related party of the Company, it is exempted to disclose the name.
Item 5: If the counterparty of the transaction is a related party, the filing item “date of the supervisor's recognition” shall be the date of approval of the audit committee, if the audit committee has been set up in accordance with the provisions of the Act.
Item 9: not applicable for the acquisition of securities; if deferred gains (or losses) out of disposition are expected, a list shall be made to explain on the recognition.
Item 10: Other important agreements shall indicate whether there is a repurchase (reverse) agreement, cancellation of the contract or other uncertain or special terms. In the case of the right-of-use asset, the lease term, whether the priority lease or rent exists upon lease expiration, and other important matters regarding the lease shall be indicated.
Item 12:
（ 1 ） Non-related party transactions: based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 20 percent or more of paid-in capital, or NT$300 million or more, a professional appraisal report or a certified public accountant opinion shall be obtained.
（ 2 ） Related party transactions: based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 20 percent or more of paid-in capital, or NT$300 million or more, or 10 percent or more of the Company's total assets, a professional appraisal report or a certified public accountant opinion shall be obtained.
（ 3 ） In the case of a company with shares having no par value or a par value other than NT$10, based on the date of occurrence of the current transaction, the transaction amount within the preceding year reaches 10 percent or more of the equity attributed to the shareholders of the parent company, or NT$300 million or more, a professional appraisal report or a certified public accountant opinion shall be obtained.
（ 4 ） If the assets are acquired or disposed of by the court auction procedure, the certificate issued by the court may be used instead of the appraisal report or certified public accountant's opinion.
Item 14:
（ 1 ） The portfolio investment is the total amount (including this transaction) held by the Company to date of its own settlement; the total assets and total equity are the amounts specified in the most recent financial statements of the Company.
（ 2 ） If the securities are acquired with the working capital being negative, the source of the funds for acquiring the securities and the specific reason for acquiring the securities even under the situation of insufficient funds shall be additionally announced.

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APPENDIX 6

(Applicable for investment in mainland China area)

Announcement by the x x Co., Ltd.

Date:

PPENDIX 6 pplicable for investment in mainland China area) Announcement by the x x Co., Ltd. Date:	PPENDIX 6 pplicable for investment in mainland China area) Announcement by the x x Co., Ltd. Date:
The Company hereby announces the relevant information on the investment in mainland China are in
accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” as
follows:
1.	Increased (decreased) investment portion in this transaction:
	(1) Date of the occurrence: (day) (month) (year)
	(2) Investment method:
	(3) Quantity of trading units: ; price per unit: NT$ ; total amount: NT$
	(4) Information on the invested company in mainland China:
	1 Name of the Company:
	2 Paid-in capital: NT$
	3 Intended capital increase in this transaction: NT$
	4 Major business items:
	5 Financial statements of the most recent year:
	Type of CPA's opinion: ; total equity: ; profit and loss
	amount:
	6 Actual investment amount to date in the invested company of mainland China of this
	transaction:
	(5) Counterparty of the transaction: ; relationship with the Company:
	(6) If the transaction counterparty being a related party, the date of resolution passed by the Board of
	Directors: (day) (month) (year) ; the date of the supervisor's recognition: (day) (month) (year)
	(7) Reasons for selecting the related party for the transaction:
	Owner of the previous transfer: ; relationship with the Company: ;
	relationship with the counterparty of the transaction: ; last transfer date: (day)
	(month) (year) ; amount: NT$
	(8) The owner within the last 5 years of the transaction target has been the Company's related party:
	Date of the acquisition by the related party: (day) (month) (year); acquisition price:
	NT$ ; relationship with the Company at the time of acquisition:
	Date of the disposal by the related party: (day) (month) (year); disposition price:
	NT$ ; relationship with the Company at the time of disposition:
	(9) Gains (or losses) of disposition:
	(10) Terms on delivery or payment (including payment period and amount): ; limitation clauses
	of the contract: ; Other important agreements:
	(11) Method of transaction decision: ; decision made by: ; reference basis for price decision:
	(12) Whether the certified public accountant issued an opinion that the transaction price is reasonable:
	Name of accounting firm: ; certified public accountant name: ; certified public
	accountant practicing certificate No.:
	(13) Broker:
	(14) Specific purpose for the acquisition or disposition:
	(15) Whether or not objected by the director in this transaction:
2.	Total investment amount in the mainland China to date:
	(1) The total amount of investment approved by the Investment Commission (MOEAIC) in the
	mainland China area (including this investment): NT$
	Paid-in capital: %
	accounting for the total assets ratio of the most recent financial statements: %
	Total equity: %
	(2) The actual total amount of investment in the mainland China area: NT$
	Paid-in capital: %
	accounting for the total assets ratio of the most recent financial statements: %
	Total equity: %
	The amount of gains or losses recognized in the past three years for the investment in
	mainland China: NT$ , NT$ , NT$
	The amount of profit remitted back in the last three years: NT$ , NT$
3.	Other statements:

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Notes:

Investing in the mainland China area includes the following investment methods:
(1) Direct investments in the Company of the mainland China.
(2) Remittances from the third region to invest the Company of the mainland China.
(3) Investments in establishing a company in the third region to reinvest in the Company of the mainland China.
(4) Investments in an existing company in the third region to reinvest in the Company of the mainland China.
(5) Other methods of investment in the mainland China.
Item 1 (1): The date of occurrence means the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a resolution of the Board of Directors, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.
Item 1 (6): If the counterparty of the transaction is a related party, the filing item “date of the supervisor's recognition” shall be the date of approval of the audit committee, if the audit committee has been set up in accordance with the provisions of the Act.

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APPENDIX 7-1

(Applicable for public disclosure of Information on engaging in the derivatives trading within 2 days counting inclusively from the date of occurrence of the event)

Announcement by the x x Co., Ltd.

Date:

The Company hereby announces the relevant information on engaging in the derivatives trading in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” as follows:

Type of contract (Note 1):
Date of the occurrence:
Amount of the contract (Note 2):
Amount of the margin (or premium) paid:
Reasons for engaging in derivatives(Note 3):
Amount of losses assessed at fair value (including realized and unrealized): Maximum amount of losses for overall or individual contracts under the Handling Procedure:
- Reasons for losses and impact on the Company:
Contract period:
Limitation clauses:
Other important agreements:
Other statements:
Note 1: The type of contract shall indicate the futures contract, the forward contract, the exchange or the option contract.
Note 2: The contract notional amount shall disclose the principal amount, fixed amount, denomination or other similar amount of the contract.
Note 3: The reason for engaging in derivatives transactions; the purpose is for trading or for hedging. For the purpose of hedging, the hedged item, its amount and profit and loss status shall be indicated.
Note 4: The embedded derivatives commodity that are separately recognized from the main contract are derivatives under the provisions of this form.

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APPENDIX 7-2

(Applicable for public disclosure of information on engaging in the derivatives trading being reported before 10th of every month)

In accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies”, the Company hereby announces the relevant information on the accumulated derivatives trading engaged by the Company, its overseas subsidiaries and domestic non-public subsidiaries as of the end of the month of the year as follows: (The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.)

1. Applicable for non-banking & bills financing industry (Unit: NT$ thousand)

The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)	The announcements shall be made in separate forms with respect to the Company, its overseas subsidiaries and domestic non-public subsidiaries.) .Applicable for non-banking&bills financingindustry(Unit: NT$thousand)

Contract Type				Futures	Individual Options		Portfolio Options		Forward Contract	Swaps	Hybrid contract (including the mixed product as designated at fair value throughprofit and loss)	Others
Transaction Information					Put	Call	Put	Call
Holding for trading		Marginpaid
		Premium received(paid)
		Open Contract	Total contract amount
			Fair value
			Recognized as the non-realized gains and losses in the currentyear
		Offset Contract	Total contract amount
			Recognized as the realized gains and losses in the currentyear
Not holding For trading	Does not ~~m~~atch Hedging ~~A~~ccounting	Marginpaid
		Premium received(paid)
		Open Contract	Total contract amount
			Fair value
			Recognized as the non-realized gains and losses in the currentyear
		Offset Contract	Total contract amount
			Recognized as the realized gains and losses in the currentyear
	Match Hedging ~~A~~ccounting	Marginpaid
		Premium received(paid)
		Open Contract	Total contract amount
			Fair value
			Recognized as the non-realized gains and losses in the currentyear
		Offset Contract	Total contract amount
			Recognized as the realized gains and losses in the currentyear

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Note 1: This table shall indicate the announcement of the derivative trading information as of the end of last month, not only the trading situation of one single month.
Note 2: The announcement of the overseas subsidiaries and the domestic non-public subsidiaries shall be made by the public company on their behalf. If they are not engaged in derivatives trading, they shall perform the “No-filing Setting” operation on a monthly basis.
Note 3: For a hybrid contract of which the commodity of its main contract is within the scope of IFRS9 and does not meet the contractual cash flow characteristic test, the overall information of the hybrid contract shall be stated in this form, and additional notes may be made to describe the nature of the contract, the trading conditions and other information in the remark column.
Note 4: For a hybrid contract of which the commodity of its main contract is not within the scope of IFRS9, the transaction content shall be disassembled into its original form, except that the accounting treatment of the embedded derivative instrument is not required to be recognized separately from its main contract (non-derivatives), and the information of the derivative trading shall be stated in this form. In addition, for the overall hybrid contract “designated as a financial asset or financial liability measured at fair value through profit or loss” by the Company, a separate form shall be used for filing subject to the regulations and additional notes may be made to describe the nature of the contract, the trading conditions and other information in the remark column.

121

Applicable for the Banking & bills financing industry (for the trading on behalf of customer accounts, some certain parts may not be listed for statistics)

Unit: US$1,000

Contract Type
Notional Amount Outstanding	OTC Market	For the Purpose of Trading
		Not for the Purpose of Trading
	Exchange Market	For the Purpose of Trading
		Not for the Purpose of Trading
Fair Value	For the Purpose of Trading	Total Positive Amount
		Total Negative Amount
	Not for the Purpose of Trading	Item Hedged
		HedgingInstrument
Gains and Losses Amount Recognized in the Statements	For the Purpose of	Trading
	Not for the Purpose of Trading	Item Hedged
		HedgingInstrument
Remark: The Companymayadditionallydisclose theportion in line with the hedge account which is classified into thepurpose of hedging.

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APPENDIX 8 (Applicable for conducting a merger, demerger, acquisition or transfer of shares)

Announcement by the x x Co., Ltd.
Date:
The Company hereby announces the relevant information on conducting a merger (or demerger,
acquisition or transfer of shares) in accordance with the “Regulations Governing the Acquisition or
Disposal of Assets by Public Companies” as follows:
1. Type of merger and acquisition: (ex. merger, demerger, acquisition or transfer of shares)
2. Date of occurrence:
3. Name of the Company participating in the merger and acquisition: (ex. the name of the Company
that merges the other company, is divided into a newly established company, acquires
or take assignment of the shares of the target company)
4. The counterparty of the transaction: (the transaction partner that mergers another company,
takes over the divided and assigned company, acquires or take assignment of the shares of the
target company )
5. The relationship between the counterparty and the Company: (The invested company reinvested
by the Company holding xx% of its shares)
Reasons for selecting the related company or related party for acquisition or transfer of shares:
Whether it does not impact on the shareholders' equity:
6.Purpose of merger and acquisition:
7. Benefits expected after the merger and acquisition :
8.Impact of the net value per share and earnings per share after the merger and acquisition :
9.Conversion ratio and calculation basis:
Whether the certified public accountant, attorney or securities underwriter has issued an opinion
with reasonable assurance:
Name of certified public accountant firm, law firm or securities underwriter company:
Name of certified public accountant, attorney: practicing certificate No. of certified public
accountant or attorney:
10.Schedule of completion:
11. Relevant matters regarding the rights and obligations of the surviving or newly established
company that generally assumes the dissolved (or divided) company:
12. Basic information on the participating companies in the merger and acquisition:
13. Relevant matters regarding division:
(1) Assessed value of the business and assets prepared to be transferred to the surviving or the
newly established company
(2) The total number, type and quantity of shares acquired by the divided company or its
shareholders
(3) When the capital of the divided company is reduced, the relevant matters regarding the
capital reduction
14. Future terms and conditions and restrictions of the transfer of shares acquired:
15. Other important agreements:
16. Whether or not objected by the director in this transaction:
17. Other statements:

Notes:

I. Item 9: Where a public company merges its subsidiary held directly or indirectly 100% of the issued

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shares or total capital, or the merger between its subsidiaries held directly or indirectly 100% of the issued shares or total capital, it is not necessary to obtain a reasonable opinion from a CPA, attorney or securities underwriter on the share conversion ratio, the purchase price or the allotment on cash or other property to the shareholders.

Item 11: The relevant matters regarding the surviving or newly established company generally assuming the rights and obligations of the dissolved company shall include the principles for handling treasury shares and already-issued equity securities).
Item 12: The basic information of the participating companies in the merger and acquisition include the Company name and the main content of its business.

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Questions and Motions

125

Appendix

126

Appendix 1

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Taichung Commercial Bank Co., Ltd.

Opinion

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

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The following were the descriptions of the key audit matters in the audit of the financial statements of the Bank for the year ended December 31, 2023:

Expected Credit Losses of Notes Discounted and Loans, Net

As described in Notes 13 and 29 to the financial statements, notes discounted and loans amounted to NT$540,323,511 thousand, which accounted for 63% of total assets at December 31, 2023 and the expected credit losses of the notes discounted and loans amounted to NT$1,361,659 thousand, which accounted for 8% of total net revenue for the year ended December 31, 2023. Due to the large amount, such accounts have a significant effect on the financial statements of the Bank. In addition, the measurement of expected credit losses of notes discounted and loans involved various financial factors, such as probability of default and loss given default, which were determined by the management’s critical estimations and judgments, and also required compliance with relevant laws and regulations, and then recognized at the higher of the amount. Therefore, the expected credit loss of notes discounted and loans were identified as a key audit matter.

The relevant accounting policies, estimates, assumptions and other information are referred to in Notes 4, 5, 13 and 29 to the financial statements.

The main audit procedures performed for the expected credit losses of notes discounted and loans were as follows:

We obtained an understanding of internal controls for the expected credit losses of notes discounted and loans of the Bank. We also tested whether notes discounted and loans were categorized in accordance with the relevant laws and regulations issued by the competent authorities.
We obtained an understanding of and recalculated the key parameters (such as the probability of default and loss given default) for the expected credit losses of notes discounted and loans assessed by the Bank to evaluate the reasonableness of expected credit losses. In addition, we examined whether the amount of expected credit losses compiled with relevant laws and regulations issued by authorities.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Bank’s financial reporting process.

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Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Bank to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Bank to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Shu-Lin Liu and Pan-Fa Wang.

Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2024

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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TAICHUNG COMMERCIAL BANK CO., LTD.

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

ASSETS CASH AND CASH EQUIVALENTS DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST SECURITIES PURCHASED UNDER RESALE AGREEMENT RECEIVABLES, NET NOTES DISCOUNTED AND LOANS, NET INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET OTHER FINANCIAL ASSETS, NET PROPERTIES AND EQUIPMENT, NET RIGHT-OF-USE ASSETS, NET INTANGIBLE ASSETS, NET DEFERRED TAX ASSETS OTHER ASSETS TOTAL LIABILITIES AND EQUITY DUE TO THE CENTRAL BANK AND OTHER BANKS FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS SECURITIES SOLD UNDER REPURCHASE AGREEMENTS PAYABLES CURRENT TAX LIABILITIES DEPOSITS AND REMITTANCES BANK DEBENTURES OTHER FINANCIAL LIABILITIES PROVISIONS LEASE LIABILITIES DEFERRED TAX LIABILITIES OTHER LIABILITIES Total liabilities EQUITY Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity TOTAL		2023 Amount % $ 26,298,086 3 43,950,642 5 30,357,929 4 64,687,776 8 111,914,866 13 10,696,795 1 4,286,019 - 540,323,511 63 6,541,075 1 190,878 - 17,891,216 2 959,695 - 196,045 - 696,640 - 2,450,581 - $ 861,441,754 100 $ 11,615,468 1 2,971,490 - 5,756,555 1 8,564,122 1 690,305 - 731,664,851 85 16,500,000 2 3,839,951 1 1,318,560 - 988,126 - 109,486 - 907,856 - 784,926,770 91 52,260,953 6 1,528,256 - 13,760,327 2 308,196 - 6,960,395 1 1,696,857 - 76,514,984 9 $ 861,441,754 100		2022
				Amount % $ 24,384,724 3 40,921,600 5 28,000,718 4 44,588,693 6 104,757,966 13 11,643,340 2 3,244,829 - 512,879,230 64 6,043,163 1 271,035 - 16,215,697 2 692,932 - 175,196 - 597,026 - 2,188,999 - $ 796,605,148 100 $ 8,703,740 1 1,630,985 - - - 7,865,915 1 476,109 - 685,334,994 86 16,500,000 2 3,989,488 1 1,237,517 - 725,609 - 109,486 - 801,679 - 727,375,522 91 50,154,465 7 1,528,256 - 12,141,002 1 149,077 - 5,416,510 1 (159,684) - 69,229,626 9 $ 796,605,148 100

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INTEREST REVENUE INTEREST EXPENSE NET INTEREST NET INCOME (LOSS) OTHER THAN INTEREST Service fee income, net Gains on financial assets and liabilities at fair value through profit or loss Realized gains on financial assets at fair value through other comprehensive income Foreign exchange gains (losses), net Impairment losses on assets Share of profit of subsidiaries and associates for using the equity method Other non-interest (losses) gains, net TOTAL NET REVENUE PROVISION FOR BAD DEBTS EXPENSE, COMMITMENTS AND GUARANTEES		2023 Amount % $ 20,153,082 124 (9,505,408) (59) 10,647,674 65 2,969,032 18 762,262 5 374,378 2 791,065 5 (535) - 725,833 5 (1,285) - 16,268,424 100 (1,546,846) (9)		2022 Amount % $ 14,789,509 106 (4,568,011) (33) 10,221,498 73 2,494,507 18 1,011,654 7 234,842 2 (301,894) (2) (11,032) - 321,144 2 36,547 - 14,007,266 100 (1,144,972) (8)	Percentage Increase (Decrease)
					% 36 108 4 19 (25) 59 362 (95) 126 (104) 16 35 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING EXPENSES Employee benefits expenses Depreciation and amortization expenses Other selling and administrative expenses Total operating expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries and associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that will not be reclassified subsequently to profit or loss, net of income tax		2023 Amount % $ (4,042,286) (25) (415,372) (3) (2,202,659) (13) (6,660,317) (41) 8,061,261 50 (1,239,827) (8) 6,821,434 42 (83,691) (1) 1,064,818 7 43,613 - 1,042 - 1,025,782 6		2022 Amount % $ (3,976,434) (28) (373,792) (3) (2,039,703) (15) (6,389,929) (46) 6,472,365 46 (1,128,160) (8) 5,344,205 38 62,887 1 (147,339) (1) 29,365 - (15,836) - (70,923) -	Percentage Increase (Decrease)
					% 2 11 8 4 25 10 28 (233) 823 49 107 1,546 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on the translation of financial statements of foreign operations Share of the other comprehensive (loss) income of subsidiaries and associates accounted for using the equity method Unrealized gains (losses) on investments in debt instruments designated as at fair value through other comprehensive income Items that may be reclassified subsequently to profit or (loss), net of income tax Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2023 Amount % $ (36,262) - (17,013) - 996,051 6 942,776 6 1,968,558 12 $ 8,789,992 54 $1.31 $1.30		2022 Amount % $ 30,925 - 16,287 - (1,390,473) (10) (1,343,261) (10) (1,414,184) (10) $ 3,930,021 28 $1.07 $1.07	Percentage Increase (Decrease)
					% (217) (204) 172 170 239 124

(Concluded)

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Ordinary Shares Capital Surplus BALANCE AT JANUARY 1, 2022 $ 45,385,205 $ 1,054,006 Appropriation of 2021 earnings Legal reserve - - Reversal of special reserve - - Cash dividends - - Share dividends 2,269,260 - Net profit for the year ended December 31, 2022 - - Other comprehensive (loss) income for the year ended December 31, 2022, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2022 - - Issuance of ordinary shares for cash 2,500,000 437,500 Issuance of ordinary shares under employee share options - 36,750 Disposals of investments in equity instruments designated as at fair value through other comprehensive income - - BALANCE AT DECEMBER 31, 2022 50,154,465 1,528,256 Appropriation of 2022 earnings Legal reserve - - Special reserve - - Reversal of special reserve - - Cash dividends - - Share dividends 2,106,488 - Net profit for the year ended December 31, 2023 - - Other comprehensive income for the year ended December 31, 2023, net of income tax - - Total comprehensive income for the year ended December 31, 2023 - - Disposals of investments in equity instruments designated as at fair value through other comprehensive income - - BALANCE AT DECEMBER 31, 2023 $ 52,260,953 $ 1,528,256	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 10,677,008 $ 149,678 $ 4,886,043 1,463,994 - (1,463,994) - (601) 601 - - (1,134,630) - - (2,269,260) - - 5,344,205 - - 51,126 - - 5,395,331 - - - - - - - - 2,419 12,141,002 149,077 5,416,510 1,619,325 - (1,619,325) - 159,684 (159,684) - (565) 565 - - (1,504,634) - - (2,106,488) - - 6,821,434 - - (67,032) - - 6,754,402 - - 179,049 $ 13,760,327 $ 308,196 $ 6,960,395	Other Equity Exchange Differences on Translation of Financial Statements of Unrealized (Losses) Gains on Financial Assets at Fair Value Through Other Foreign Comprehensive Operations Income $ (85,087) $ 1,393,132 - - - - - - - - - - 47,212 (1,512,522) 47,212 (1,512,522) - - - - - (2,419) (37,875) (121,809) - - - - - - - - - - - - (53,275) 2,088,865 (53,275) 2,088,865 - (179,049) $ (91,150) $ 1,788,007	Total Equity $ 63,459,985 - - (1,134,630) - 5,344,205 (1,414,184) 3,930,021 2,937,500 36,750 - 69,229,626 - - - (1,504,634) - 6,821,434 1,968,558 8,789,992 - $ 76,514,984

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Provision for bad debts expense, commitments and guarantees liabilities Gains on financial assets and liabilities at fair value through profit or loss (Gains) losses on disposal of properties and equipment Interest expense Interest revenue Dividend income Compensation costs of employee share options Share of profit of subsidiaries and associates Gains on disposal of investments in debt instruments at fair value through other comprehensive income Impairment losses on financial assets Unrealized losses (gains) on foreign currency exchange Gain on lease suspension Total adjustment Net changes in operating assets and liabilities Due from the Central Bank and call loans to other banks Financial assets at fair value through profit or loss Receivables Notes discounted and loans Other financial assets Other assets Due to the Central Bank and other banks Financial liabilities at fair value through profit or loss Securities sold under repurchase agreements Payables Deposits and remittances Other financial liabilities Provision for employee benefits Other liabilities Changes in operating assets and liabilities Cash generated from (used in) operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities	2023 $ 8,061,261 343,929 71,443 1,546,846 (762,262) (1,539) 9,505,408 (20,153,082) (269,232) - (725,833) (105,146) 535 113,095 (11,462) (10,447,300) (1,012,772) 2,404,049 (389,818) (28,818,596) 79,753 (118,080) 2,911,728 (2,658,493) 5,756,555 284,946 46,329,857 (149,537) (76,801) 106,177 24,648,968 22,262,929 19,367,665 522,683 (9,087,147) (1,124,203) 31,941,927	2022 $ 6,472,365 312,309 61,483 1,144,972 (1,011,654) 169 4,568,011 (14,789,509) (234,775) 36,750 (321,144) (67) 11,032 (1,517,313) (3,152) (11,742,888) (2,378,335) 8,531,460 366,654 (35,487,893) 150,956 (46,415) 4,750,040 (1,718,325) (1,205,559) (625,434) 23,951,505 3,404,995 (70,975) 226,289 (151,037) (5,421,560) 14,292,198 619,356 (4,250,552) (834,269) 4,405,173 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for properties and equipment Proceeds from disposal of properties and equipment Increase in refundable deposits Payments for intangible assets Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in funds borrowing from Central Bank and other banks Repayment of the principal portion of lease liabilities Cash dividends distributed Proceeds from issuance of ordinary shares Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT THE END OF YEAR	2023 $ (36,165,312) 18,215,682 (640,667,263) 633,435,455 (1,874,745) 2,131 (133,502) (90,967) (27,278,521) - (139,423) (1,504,634) - (1,644,057) (36,262) 2,983,087 54,521,018 $ 57,504,105	2022 $ (2,738,723) 4,656,255 (783,723,829) 789,824,504 (2,692,192) - (389,107) (75,037) 4,861,871 (3,489,540) (119,428) (1,134,630) 2,937,500 (1,806,098) 30,925 7,491,871 47,029,147 $ 54,521,018 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

RECONCILIATIONS OF THE AMOUNTS IN THE STATEMENTS OF CASH FLOWS WITH THE EQUIVALENT ITEMS REPORTED IN THE BALANCE SHEETS AT DECEMBER 31, 2023 AND 2022 Cash and cash equivalents in the balance sheets Due from the central bank and call loans to other banks in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” Securities purchased under resale agreements in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” Cash and cash equivalents at the end of the year		December 31	December 31
		2023 $ 26,298,086 20,509,224 10,696,795 $ 57,504,105	2022 $ 24,384,724 18,492,954 11,643,340 $ 54,521,018 (Concluded)

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Taichung Commercial Bank Co., Ltd.

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The following were the descriptions of the key audit matters in the audit of the consolidated financial statements of the Group for the year ended December 31, 2023:

Expected Credit Losses of Notes Discounted and Loans, Net

As described in Notes 13 and 32 to the consolidated financial statements, notes discounted and loans amounted to NT$541,844,103 thousand which accounted for 62% of total assets at December 31, 2023 and the expected credit losses of the notes discounted and loans amounted to NT$1,361,659 thousand which accounted for 8% of total net revenue for the year ended December 31, 2023. Due to the large amount, such accounts have a significant effect on the consolidated financial statements of the Group. In addition, the measurement of expected credit losses of notes discounted and loans involved various financial factors, such as probability of default and loss given default, which were determined by the management’s critical estimations and judgments, and also required compliance with relevant laws and regulations, and then recognized at the higher of the amount. Therefore, the expected credit loss of notes discounted and loans were identified as a key audit matter.

The relevant accounting policies, estimates, assumptions and other information are referred to in Notes 4, 5, 13 and 32 to the consolidated financial statements.

The main audit procedures performed for the expected credit losses of notes discounted and loans were as follows:

We obtained an understanding of internal controls for the expected credit losses of notes discounted and loans of the Group. We also tested whether notes discounted and loans were categorized in accordance with the relevant laws and regulations issued by competent authorities.
We obtained an understanding of and recalculated the key parameters (such as the probability of default and loss given default) for the expected credit losses of notes discounted and loans assessed by the Group to evaluate the reasonableness of expected credit losses. In addition, we examined whether the amount of expected credit losses compiled with relevant laws and regulations issued by authorities.

Other Matter

We have also audited the parent company only financial statements of the Bank as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the

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Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Shu-Lin Liu and Pan-Fa Wang.

Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2024

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chineselanguage independent auditors’ report and consolidated financial statements shall prevail.

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

ASSETS CASH AND CASH EQUIVALENTS DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST SECURITIES PURCHASED UNDER RESALE AGREEMENTS RECEIVABLES, NET CURRENT TAX ASSETS NOTES DISCOUNTED AND LOANS, NET INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET RESTRICTED ASSETS, NET OTHER FINANCIAL ASSETS, NET PROPERTIES AND EQUIPMENT, NET RIGHT-OF-USE ASSETS, NET INVESTMENT PROPERTIES, NET INTANGIBLE ASSETS, NET DEFERRED TAX ASSETS OTHER ASSETS TOTAL LIABILITIES AND EQUITY DUE TO THE CENTRAL BANK AND OTHER BANKS FUNDS BORROWED FROM THE CENTRAL BANK AND OTHER BANKS FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS SECURITIES SOLD UNDER REPURCHASE AGREEMENTS PAYABLES CURRENT TAX LIABILITIES DEPOSITS AND REMITTANCES BANK DEBENTURES OTHER FINANCIAL LIABILITIES PROVISIONS LEASE LIABILITIES DEFERRED TAX LIABILITIES OTHER LIABILITIES Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to owners of the Bank Total equity TOTAL		2023 Amount % $ 26,978,259 3 43,950,642 5 31,233,562 4 64,687,776 7 111,914,866 13 10,696,795 1 22,156,479 3 2 - 541,844,103 62 172,446 - 127,681 - 190,878 - 17,923,896 2 1,063,394 - 1,193,306 - 250,853 - 806,669 - 2,756,182 - $ 877,947,789 100 $ 11,615,468 1 12,482,762 2 2,971,490 - 5,756,555 1 10,969,541 1 831,989 - 728,915,771 83 16,500,000 2 7,658,434 1 1,318,560 - 1,093,882 - 109,486 - 1,208,867 - 801,432,805 91 52,260,953 6 1,528,256 - 13,760,327 2 308,196 - 6,960,395 1 1,696,857 - 76,514,984 9 76,514,984 9 $ 877,947,789 100		2022
				Amount % $ 25,760,718 3 40,921,600 5 29,009,114 4 45,228,975 6 104,757,966 13 11,643,340 1 14,434,692 2 - - 514,112,826 64 172,301 - 506,705 - 271,035 - 16,256,083 2 809,276 - 592,167 - 234,756 - 692,053 - 2,559,221 - $ 807,962,828 100 $ 8,703,740 1 8,898,102 1 1,630,985 - - - 9,427,839 1 554,448 - 683,104,149 85 16,500,000 2 6,670,510 1 1,237,517 - 852,915 - 109,486 - 1,043,511 - 738,733,202 91 50,154,465 7 1,528,256 - 12,141,002 1 149,077 - 5,416,510 1 (159,684) - 69,229,626 9 69,229,626 9 $ 807,962,828 100

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INTEREST REVENUE INTEREST EXPENSE NET INTEREST NET INCOME AND LOSS OTHER THAN INTEREST Service fee income, net Gains on financial assets and liabilities at fair value through profit or loss Realized gains on financial assets at fair value through other comprehensive income Foreign exchange gains (losses), net Impairment losses on financial assets Share of loss of associates accounted for using the equity method Other non-interest gains, net TOTAL NET REVENUE PROVISION FOR BAD DEBTS EXPENSE, COMMITMENTS AND GUARANTEES		2023 Amount % $ 21,251,086 122 (9,926,309) (57) 11,324,777 65 3,936,613 23 1,044,296 6 377,003 2 779,474 4 (535) - (1,373) - 37,416 - 17,497,671 100 (1,667,977) (10)		2022 Amount % $ 15,584,507 104 (4,809,525) (32) 10,774,982 72 3,316,809 22 969,538 6 239,967 2 (333,972) (2) (11,032) - (6,716) - 67,588 - 15,017,164 100 (1,252,450) (8)	Percentage Increase (Decrease)
					% 36 106 5 19 8 57 333 (95) (80) (45) 17 33 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING EXPENSES Employee benefits expenses Depreciation and amortization expenses Other selling and administrative expenses Total operating expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of associates accounted for using the equity method Income tax expense relating to items that will not be reclassified subsequently to profit or loss Items that will not be reclassified subsequently to profit or loss, net of income tax		2023 Amount % $ (4,685,003) (27) (476,768) (2) (2,434,374) (14) (7,596,145) (43) 8,233,549 47 (1,412,115) (8) 6,821,434 39 (83,691) - 1,106,913 6 1,518 - 1,042 - 1,025,782 6		2022 Amount % $ (4,504,161) (30) (438,032) (3) (2,221,878) (15) (7,164,071) (48) 6,600,643 44 (1,256,438) (8) 5,344,205 36 62,887 - (131,867) (1) 13,893 - (15,836) - (70,923) (1)	Percentage Increase (Decrease)
					% 4 9 10 6 25 12 28 (233) 939 (89) 107 1,546 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2023 Amount % $ (53,275) - 996,051 5 942,776 5 1,968,558 11 $ 8,789,992 50 $ 1.31 $ 1.30	2022 Amount % $ 47,212 - (1,390,473) (9) (1,343,261) (9) (1,414,184) (10) $ 3,930,021 26 $ 1.07 $ 1.07	Percentage Increase (Decrease)
		% (213) 172 170 239 124


$	$

(Concluded)

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends Share dividends Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Issuance of ordinary shares for cash Issuance of ordinary shares under employee share options Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings Legal reserve Special reserve Reversal of special reserve Cash dividends Share dividends Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2023		Equity Attributable to Owners of the Bank	Other Equity Exchange Differences on Translating the Financial Statements of Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other Foreign Comprehensive Operations Income $ (85,087) $ 1,393,132 - - - - - - - - - - 47,212 (1,512,522) 47,212 (1,512,522) - - - - - (2,419) (37,875) (121,809) - - - - - - - - - - - - (53,275) 2,088,865 (53,275) 2,088,865 - (179,049) $ (91,150) $ 1,788,007	Total Equity $ 63,459,985 - - (1,134,630) - 5,344,205 (1,414,184) 3,930,021 2,937,500 36,750 - 69,229,626 - - - (1,504,634) - 6,821,434 1,968,558 8,789,992 - $ 76,514,984
	Share Capital Ordinary Shares Capital Surplus $ 45,385,205 $ 1,054,006 - - - - - - 2,269,260 - - - - - - - 2,500,000 437,500 - 36,750 - - 50,154,465 1,528,256 - - - - - - - - 2,106,488 - - - - - - - - - $ 52,260,953 $ 1,528,256	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 10,677,008 $ 149,678 $ 4,886,043 1,463,994 - (1,463,994) - (601) 601 - - (1,134,630) - - (2,269,260) - - 5,344,205 - - 51,126 - - 5,395,331 - - - - - - - - 2,419 12,141,002 149,077 5,416,510 1,619,325 - (1,619,325) - 159,684 (159,684) - (565) 565 - - (1,504,634) - - (2,106,488) - - 6,821,434 - - (67,032) - - 6,754,402 - - 179,049 $ 13,760,327 $ 308,196 $ 6,960,395

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Provision for bad debts expense, commitments and guarantees liabilities Gains on financial assets and liabilities at fair value through profit or loss (Gains) losses on disposal of properties and equipment Interest expense Interest revenue Dividend income Compensation cost of employee share options Share of loss of associates Gains on disposal of investments in debt instruments at fair value through other comprehensive income Impairment losses on financial assets Unrealized losses (gains) on foreign currency exchange Gain on lease suspension Total adjustment Net changes in operating assets and liabilities Due from the Central Bank and call loans to other banks Financial assets at fair value through profit or loss Receivables Notes discounted and loans Other financial assets Other assets Due to the Central Bank and other banks Financial liabilities at fair value through profit or loss Securities sold under repurchase agreements Payables Deposits and remittances Other financial liabilities Provision for employee benefits Other liabilities Changes in operating assets and liabilities Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities	2023 $ 8,233,549 394,907 81,861 1,667,977 (1,044,296) (823) 9,926,309 (21,251,086) (271,857) - 1,373 (105,146) 535 111,020 (21,329) (10,510,555) (1,012,772) 432,895 (7,128,362) (29,105,592) 79,770 325,179 2,911,728 (272,542) 5,756,555 1,132,457 45,811,622 (149,537) (76,801) 105,206 18,809,806 16,532,800 20,472,252 271,857 (9,512,064) (1,248,150) 26,516,695	2022 $ 6,600,643 367,543 70,489 1,252,450 (969,538) 405 4,809,525 (15,584,507) (239,900) 36,750 6,716 (67) 11,032 (1,516,680) (3,152) (11,758,934) (2,378,335) 7,856,511 244,707 (35,356,530) 150,956 476,565 4,750,040 (1,101,999) (1,205,559) (1,993,975) 23,987,915 3,404,995 (70,975) 59,056 (1,176,628) (6,334,919) 15,082,916 239,900 (4,475,670) (956,705) 3,555,522 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for properties and equipment Proceeds from disposal of properties and equipment Increase in refundable deposits Payments for intangible assets Payments for investment properties Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in funds borrowings from Central Bank and other banks Proceeds from commercial papers issued Proceeds from (refund of) guarantee deposits received Repayments of principal portion of lease liabilities Cash dividends distributed Cash capital increase Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ (36,165,312) 18,898,059 (640,667,263) 633,435,455 (1,883,003) 2,308 (133,116) (95,525) (675,165) (27,283,562) 3,584,660 1,137,461 60,150 (170,229) (1,504,634) - 3,107,408 (53,275) 2,287,266 55,897,012 $ 58,184,278	2022 $ (2,738,723) 4,656,798 (783,723,829) 789,824,504 (2,709,005) 3 (395,934) (82,979) (594,065) 4,236,770 (1,561,054) 617,346 (21,726) (147,016) (1,134,630) 2,937,500 690,420 47,212 8,529,924 47,367,088 $ 55,897,012 (Continued)

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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

RECONCILIATIONS OF THE AMOUNTS IN THE CONSOLIDATED STATEMENTS OF CASH FLOWS WITH THE EQUIVALENT ITEMS REPORTED IN THE CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2023 AND 2022 Cash and cash equivalents in the consolidated balance sheets Due from the central bank and call loans to other banks in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” Securities purchased under resale agreements in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” Cash and cash equivalents at the end of the year		December 31	December 31
		2023 $ 26,978,259 20,509,224 10,696,795 $ 58,184,278	2022 $ 25,760,718 18,492,954 11,643,340 $ 55,897,012 (Conclude)

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Appendix 2

Articles of Incorporation of

Taichung Commercial Bank Co., Limited

Chapter One General Provisions

Article 1 This Bank is incorporated in accordance with the provisions regarding company limited by shares in the Banking Act and the Company Act, and is named Taichung Commercial Bank Co., Limited, or “Taichung Bank” (hereinafter as the “Bank”).
Article 2 The Bank aims to provide comprehensive financial services and promote industrial and economical development in accordance with the national financial policies.
Article 3 The Bank has established its head office in Taichung City, and may set up domestic and/or overseas branch offices at appropriate locations to meet business needs. The establishment, revocation, or change of such offices shall be determined by a resolution of the board of directors and shall be submitted to the competent authority for approval and to the Ministry of Economic Affairs for registration.
Article 4 Public notices of the Bank shall be made on the local daily newspaper circulated in the location of the head office of the Bank or in accordance with the methods designated by the competent authority.
- Chapter Two Shares
Article 5 The total capital of the Bank is set at NT$77.7 billion divided into 7.77 billion shares, with a par value of NT$10 per share. The board of directors is authorized to issue the unissued shares in installments.
Preferred shares may be issued within the total amount of the shares provided in the preceding paragraph.
Article 5-1 The rights and obligations of the Bank's preferred shares and other important issuance conditions are set forth as follows:
If there is surplus by the annual closing account of the Bank, the Bank shall pay all taxes in accordance with the law and offset the losses of the previous years. If there is still surplus after the above is deducted, such shall be appropriated to set aside the legal reserve and set aside or reverse the special reserve in accordance with the Articles of Incorporation and the remaining balance may be used to the annual distributable dividend that is distributed to the preferred shares in priority.
The maximum distributable dividend rate for preferred shares is 8% per annum.
Dividend for preferred shares is calculated based on the issue price per share and may be paid in cash once a year. After the financial report of the Bank is acknowledged in the annual shareholders’ general meeting, the board of directors shall set the record day to pay the distributable dividend for the previous year. The distribution of dividend in the issuance year and redemption year shall be calculated based on the actual number of days of issuance in the current year.
The Bank has discretion over the distribution of dividends for preferred shares. In the event that there is no surplus by the Bank's annual closing accounts and no dividend for ordinary shares has been paid, or the payment of preferred dividends will result in a capital adequacy ratio below the minimum requirement set by law or the competent authority, the Bank may resolve not to pay dividends for preferred shares, and preferred share shareholders shall not object. If it is the non-cumulative

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preferred shares being issued, the unpaid or under-paid dividends will not accumulate as deferred payment in future years having surplus.

In addition to receiving the dividends referred to in subparagraph 3 of this paragraph, if it is the non-participating preferred shares being issued, the holders of such shares shall not participate in the payment for ordinary shares out of the surplus reserve and capital reserve.
Holders of preferred shares take precedence over holders of ordinary shares with respect to distribution of residual assets of the Bank, with the same order of priority for the distribution of various preferred shares issued by the Bank, but to the extent not exceeding the amount issued. In the event of a receivership, closure, or liquidation ordered by the competent authority, holders of preferred shares and ordinary shares shall rank pari passu with each other.
Holders of preferred shares shall have no voting right in the shareholders' meeting but may be elected as directors, and shall have voting right at shareholders' meetings of preferred share holders and shareholders’ meetings concerning the rights and obligations of preferred share holders.
The convertible preferred shares issued by the Bank shall not be converted within one year from the date of issuance. The board of directors is authorized to set out the conversion period as part of the conditions of actual issuance. Shareholders of convertible preferred shares may apply for a partial or total conversion of the preferred shares held on the basis of one preferred share to one ordinary share (conversion ratio of 1: 1). After the convertible preferred shares are converted into ordinary shares, the rights and obligations thereof are the same as ordinary shares. The annual payment of dividend for the year of the conversion is calculated based on the ratio of actual number of issue days in the year to the number of days in the year. Preferred shares which have been converted to ordinary shares before the dividend record day shall not participate in the payment of preferred share dividend of the year and future years, but may participate in the payment for ordinary shares by surplus reserve and capital reserve.
For preferred shares issued by the Bank without a maturity date, the shareholders of such shares do not have the right to require the bank to redeem such shares. The Bank may, on the day following the fifth anniversary of the issuance and in accordance with the law and the approval of the competent authority, redeem all or part of the preferred shares issued at the actual issue price. For the preferred shares which have not been redeemed, the rights and obligation under the preceding subparagraphs of issuance conditions as set forth above shall continue. If the Bank has resolved to issue dividend for such year, the dividend up to the redemption day shall be calculated based on the number of actual days of issuance in the year.
For preferred share issued by the Bank with a maturity date, the period of issuance shall not be less than five years. Prior to the maturity date, holders of preferred shares have no right to require the Bank to redeem their preferred shares held. The Bank may, after the maturity date or on the day following the fifth anniversary of issuance, and in accordance with the law and the approval of the competent authority, redeem such shares at issue price, or according to relevant issuance conditions, by cash, by new shares (with a new to old share ratio of 1:1) or by other means permitted by the law and pursuant to related issuance conditions. If by maturity date, the Bank cannot redeem all or part of the preferred shares due to objective circumstances or force majeure, the rights of such unredeemed preferred shares shall survive to the extent provided in the subparagraphs of issuance conditions under issuance rules until the Bank redeems such shares.

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Article 5-2 The Bank may issue new shares to be reserved for the subscription by employees in accordance with the law as well as buy back treasury shares to be transferred to employees in accordance with the law. Where the price of treasury shares to be transferred to employees is lower than the average price of the shares bought back by the Bank, it shall be resolved at the Shareholders Meeting with attendance of the shareholders representing more than half of the total number of issued shares and the consent of two-thirds or more of the voting rights of the shareholders in attendance.
For the new shares issued by the Bank that are reserved to be subscribed for by employees in accordance with the law as well as treasury shares bought back to be transferred to employees, the counterparty to such subscription or transfer may include the employees of the controlling company or subordinate company who meet the criteria set by the Board of Directors.
Article 6 Pursuant to the provisions of the Company Act, the Bank may elect to issue new shares by book-entry.
Article 7 (Deleted)
Article 8 The Bank's administration of shareholder services shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority and other relevant laws and regulations.
Article 9 All transfers of the shares and change of title of shares of the Bank will be duly suspended with sixty days prior to the meeting date of the general shareholders meeting, thirty days prior to the meeting date of the special shareholders meeting, or five days prior to the record date of distribution of dividend, bonus or other benefits.
Article 10 After each director of the Bank are elected, the number and amount of the shares of the Bank being held by such at the time being elected shall be declared to the competent authority. In the event that a director, during the term of office as a director, transfers more than one half of the Bank’s shares held by him/her at the time he/she is elected, he/she shall, ipso facto, be discharged from the office of director.

Chapter Three Business Operations

Article 11 The business activity the Banks engages is H101021 Commercial Banking. The abovementioned business activities are limited to those approved by the competent authority.
Article 12 The Bank may operate other businesses approved by the competent authority.
Chapter Four Shareholders Meeting
Article 13 There are two types of shareholders' meetings: general meetings and special meetings. A general shareholders’ meeting shall be convened by the board of directors once a year

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within six (6) months after the end of each fiscal year. A special shareholders’ meeting shall be convened whenever deemed necessary by the board of directors or the audit committee. Any shareholder who has continuously held three percent (3%) or more of the total number of issued shares of the Bank for a period of at least one continual year may request for a special shareholders’ meeting to be convened by the board of directors by submitting the meeting proposals and reasons in writing.

Special shareholders' meeting may be held in accordance with relevant laws and regulations when necessary.

When the Bank convenes the Shareholders Meeting, it may be held by video conference or other means announced by the central competent authority.

Article 14 A notice to convene a general meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date; A notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. Such notice shall indicate the meeting date, meeting place and the reason for convening the meeting.
Article 15 A shareholder who is unable to attend the shareholders meeting may appoint a proxy to attend the meeting on his/her behalf by executing the proxy form prepared by the Bank with his/her signature or seal imprinted and indicating therein the scope of power authorized to the proxy. A shareholder may only execute one proxy form and appoint one proxy only, and shall serve such written proxy form to the Bank no later than 5 days prior to the date of the shareholders' meeting. In case two or more written proxy forms are received from one shareholder, the first one received by the Bank shall prevail; unless the later proxy explicitly stating to revoke the previous written proxy.
Matters not mentioned herein shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.”
Article 16 The matters set forth below shall be decided by the resolution adopted by the shareholders meeting:
1. Formulate and amend the Articles of Incorporation of the Bank.
2. Increase or decrease of capital.
3. Election and dismissal of directors.
4. Ratification of the books and statements issued by the Board of Directors and the inspection reports issued by the audit committee. The shareholders meeting may elect an inspector to report for the certain books, statements and reports.
5. Allocating earnings, dividend and bonus.
6. Other important matters for which a resolution is necessary.
Article 17 Resolutions at a shareholders’ meeting, except where otherwise provided for in the Company Act, shall be adopted by a majority vote of the shareholders present at the shareholders' meeting who represent a majority of the outstanding shares of the company.
Article 18 When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a shareholders' meeting within one month.
In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a majority of those present who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding article.
Article 19 Except where otherwise provided for in the law, a shareholder shall have one voting

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power in respect of each share in his/her/its possession.

Article 20 The minutes of shareholders' meeting shall record the date, time, and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, and shall be signed or sealed by the chairman. The minutes shall be kept persistently throughout the life of the company. The attendance list bearing the signatures of shareholders present at the meeting and the proxy forms shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter Five Directors and Board of Directors

Article 21 The Bank shall have seven to fifteen directors consisting of the board of directors, whom shall be elected by the shareholders' meeting from among the persons with the capacity in accordance with the provisions of Article 198 of the Company Act. The directors shall serve for a term of three years and may be re-elected. The total number of shares held by all the directors in the registered share certificate shall comply with the requirements of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”

Among the directors in the preceding Article, no less than three and no less than onefifth of the total number of directors shall be independent directors. The election for independent and non-independent directors shall be held at the same time, and, respectively, the party wining the votes representing more voting rights shall be the elects. Matters concerning the professional qualifications, shareholdings and restrictions on concurrent positions held, assessment of independence, method of nomination, proxy and other matters for compliance with respect to independent directors shall be handled in accordance with the provisions in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
Article 22 The three to five directors may be elected as managing directors from among the directors by a majority vote at the meeting of the Board of Directors attended by twothird of the directors in accordance with the straight voting system. Pursuant to the provisions in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” the managing directors shall include not less than one independent director member, and not less than one-fifth of the managing director seats shall be held by independent directors. If necessary, a vice-chairman and a standing managing director may be appointed by a resolution of the board of directors. The chairman, vice-chairman, and standing managing director shall be elected from among the managing directors in accordance with the manner set forth in the preceding paragraph.

In the case the managing directors were not elected, a chairman shall be elected among the directors by a majority vote at the meeting of the Board of Directors attended by twothird of the directors. If necessary, a vice-chairman may be elected among the directors.

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vice-chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the chairman of the board of directors shall designate one of the managing directors to act on his/her behalf. In the case where there is no managing director, the chairman of the board of directors shall designate a director to act on his/her behalf. In the absence of such a designation, the managing directors or directors shall elect from among themselves an acting chairman of the board of directors.

Where the Bank itself or the responsible person has been disparaged by rumors or had their credit damaged by fraud, the chairman of the Bank shall promptly file a complaint to the prosecutors.

Article 23 The powers and duties of the Board of Directors are as follows:

Approve articles and rules.
Approve material businesses and the plan thereof and decision on the business plans.
Approve material contracts.
Approve proposed budget and closing of accounts.
Propose earnings allocation plan.
Propose capital increase or reduction.
Approve the establishment, closure, and change of branch offices of the Bank.
Approve the purchase, sale, and investment of real estate.
Manage and execute matters for audit.
Approve the appointment and dismissal of management personnel.
Other matters authorized by the laws and regulations and the shareholders’ meeting.
Article 24 The board of directors meeting shall be convened at least once every three months. In the case of emergency or by the request of a majority of the directors, an interim meeting may be convened. Except as otherwise provided by the Company Act, the meeting of the Board of Directors shall be convened by the Chairman.

In order to strengthen managerial functions, the board of directors may set up various functional committees whose duties and powers are determined by the board of directors.

Article 25 Each director shall attend the meeting of the board of directors in person. In case a director cannot attend the meeting for any cause, he/she may designate another director to act on his behalf and in each time, issue a written proxy listing the scope of authority with reference to the subjects to be discussed at the meeting.
A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.
Article 26 Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Minutes of the meeting shall be affixed with the signature or seal of the chairman of the meeting.
Article 27 When the number of vacancies in the board of directors of a company equals to one third of the total number of directors, the board of directors shall call a meeting of shareholders to elect succeeding directors to fill the vacancies in accordance with the law. The term of the succeeding director is limited by the term of the vacancy being filled.
Article 27- The remuneration to the chairman, vice-chairman, standing managing director,

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1 managing directors, independent directors and directors shall be determined by the board of directors authorized to do so in reference to the common industry standards in practice. Independent directors do not participate in the distribution of the earnings of the Bank. The Bank shall purchase insurance for directors with respect to their liability during their performance of their operational duties.
Article 28 The Bank’s president, vice presidents, and the other related personnel may be invited to attend as consults the meetings of the board of directors and the meetings of the board of managing directors.
- Chapter Six Audit Committee
Article 29 The audit committee of the Bank shall be composed of the entire number of independent directors, with a term the same as that of an independent director. It shall not be fewer than three persons in number, and at least one of whom shall have accounting or financial expertise.
The powers, rules of procedure for meetings, and other compliant matters of the audit committee shall be handled in accordance with the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” and the Bank’s "Rules on the Organization of Audit Committee.”
Article 29(Deleted)
1

Article 30 (Deleted) Article 31 (Deleted)

Chapter Seven Managerial Officers

Article 32 The Bank shall have a general manager to take general charge of the business operation of the Bank in accordance with the resolutions adopted by the meeting of the board of directors, and shall have a number of associate general manager and assistant manager to assist the general manager. The appointment and dismissal thereof shall be approved by the majority of the directors. A number of other managerial officers of different levels shall be nominated by the general manager and the appointment and dismissal of which shall be approved by the majority of the directors.

The Bank shall have one general auditor of the same level of the associate general manager, and the general auditor shall be approved by a majority of the audit committee and two thirds of the board of directors, and any appointment, dismissal, or transfer thereof shall be reported to the competent authority for a prior approval.

Chapter Eight Accounting

Article 33 The Bank adopts the end of the month as the monthly closing date, and December 31 as the year-end closing date.
Article 34 After the annual closing of account, the Bank shall prepare the following statements and reports for review by the board of directors and audit committee and for ratification by the shareholders’ meeting and submit the same within 15 days to the competent authority and the Central Bank for recordation:
Business report.
Financial statements.
Proposals on distribution of surplus or on the offset of loss.
Article 35 If there is profit in the fiscal year, the Bank shall allocate 0.5% to 3% as employee remuneration by cash or stock by the resolution adopted by the board of directors, and

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the Bank may allocate no more than 2.5% of the aforesaid profit as remuneration for directors as a resolution adopted by the board of directors. Proposals for employee and director remuneration shall be submitted to the shareholders’ meeting for ratification. However, if the Bank has accumulated loss from preceding years, the Bank shall reserve the balance to make up the losses for the preceding years first, and allocate the remuneration for employees and directors at the aforesaid percentage.

Article 36 Upon the closing of account, the surplus, if any, shall be used to pay taxes and make up the losses for the preceding years first, and then set aside 30% of such profit as a legal reserve. However, if the legal reserve has reached the amount of paid-in capital of the Bank, the Bank may choose not to set aside any more legal reserve, and may use such profits as special reserve or may reverse special reserve, and may distribute dividends for preferred shares in accordance with the law. With respect to the remaining balance after such distribution, the board of directors may combine such balance with the accumulated undistributed profit and the reversal amount of special surplus reserves in accordance with the laws and regulations. If there is still surplus, the Board of Directors shall formulate a proposal for surplus distribution and submit it to the Shareholders Meeting for recognition of the distribution of dividends and bonuses to shareholders.
After setting aside the necessary capital, the board of directors shall, in accordance with the change of business environment and operational and investment needs, propose the surplus distribution proposal and a certain ratio between cash and stock dividends thereof, of which the cash dividend shall be no less than 10% of total dividend and submit it for adoption by the shareholders’ meeting.

Chapter Nine Supplementary Provisions

Article 37 Organizational Rules of the Bank shall be provided for in another document.
Article 38 Any other matters which have not been provided for herein shall be handled in accordance with the Company Act, Banking Act, and other relevant laws and regulations.
Article 39 This Articles of Incorporation and the amendments thereof are effective upon the approval of the shareholders’ meeting. This Articles of Incorporation was drafted on October 22, 1977 and effective on January 1, 1978.
1[st] amendment was made on March 4, 1979.
2[nd] amendment was made on March 9, 1980.
3[rd] amendment was made on March 1, 1981.
4[th] amendment was made on March 7, 1982.
5[th] amendment was made on March 5, 1983.
6[th] amendment was made on March 7, 1985.
7[th] amendment was made on March 22, 1986.
8[th] amendment was made on March 19, 1987.
9[th] amendment was made on March 23, 1988.
10[th] amendment was made on March 23, 1989.
11[th] amendment was made on October 5, 1989.
12[th] amendment was made on March 23, 1990.
13[th] amendment was made on June 28, 1991.
14[th] amendment was made on October 13, 1992.
15[th] amendment was made on June 5, 1993.

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16[th] amendment was made on April 23, 1994.
17[th] amendment was made on June 10, 1995.
18[th] amendment was made on October 18, 1995.
19[th] amendment was made on March 28, 1996.
20[th] amendment was made on May 8, 1997.
21[st] amendment was made on June 20, 1998.
22[nd] amendment was made on October 12, 1998.
23[rd] amendment was made on May 18, 1999.
24[th] amendment was made on June 15, 2000.
25[th] amendment was made on May 17, 2002. 26[th] amendment was made on June 25, 2003. 27[th] amendment was made on June 9, 2006. 28[th] amendment was made on December 7, 2006. 29[th] amendment was made on June 15, 2007. 30[th] amendment was made on June 13, 2008.
31[st] amendment was made on June 19, 2009.
32[nd] amendment was made on June 15, 2010.
33[rd] amendment was made on June 22, 2011.
34[th] amendment was made on June 13, 2013.
35[th] amendment was made on June 19, 2014.
36[th] amendment was made on June 2, 2015.
37[th] amendment was made on June 21, 2016. 38[th] amendment was made on June 7, 2017. 39[th] amendment was made on June 5, 2018. 40[th] amendment was made on June 28, 2019.
41[st] amendment was made on June 30, 2020.
42[nd] amendment was made on July 1, 2021.
43[rd] amendment was made on May 17, 2022.
44[th] amendment was made on May 15, 2023.

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Appendix 3

Rules of Procedure for Shareholders Meetings

Article 1 The rules for compliance are stipulated in accordance with Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEx 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 Meeting 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.
Changes in the method of convening the Shareholders Meeting of the Company shall be resolved by the Board of Directors, which shall be implemented no later than the sending of the notice of the Shareholders Meeting.
The Company shall have the Annual Meeting of Shareholders notice, proxy and the proposal and information on admission, discussions and directors election and dismissal compiled into electronic files and uploaded to the MOPS 30 days prior to the annual meeting of shareholders or 15 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 30 days prior to the Annual Meeting of Shareholders or 15 days prior to the extraordinary meeting of shareholders. The Annual Meeting Handbooks and the supplementary information are made available to shareholders 15 days prior to the annual meeting of shareholders; also, on display at the Company’s and its Stock Agent’s.

When the Shareholders Meeting is held physically, they shall be distributed on-site at the Shareholders Meeting.
When the hybrid Shareholders Meeting is held, they shall be distributed on-site at the Shareholders Meeting as well as be posted in the form of electronic files on the video conference platform.
When the virtual-only Shareholders Meeting is held, they shall be posted in the form of electronic files on the video conference platform.

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

Where the agenda for calling the Shareholders Meeting has stated clearly the general reelection of directors, and the date of appointment, which date shall not be altered by

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means of questions and motions or otherwise at the same meeting after the re-election at the Shareholders Meeting is completed.

Shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation for discussion at a regular Shareholders Meeting. Such proposals are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, If a proposal proposed by a shareholder is in any of the circumstances in Subparagraph 4, Article 172-1 of the Company Act, the Board of Directors may not include it into the meeting agenda.

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.

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 shall 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.

Article 5 The place of meeting of shareholders shall 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, and the place and time of the meeting shall fully consider the opinions of independent directors.

When the Company holds a virtual-only Shareholders Meeting, it is not subject to the restriction on the place of the meeting in the preceding paragraph.

Article 6 The Company shall specify in the meeting notice the time and place for accepting the attendance registration of shareholders, proxy solicitors, and appointed proxies

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(hereinafter referred to as the Shareholders), as well as other matters to be noted.

Shareholders who intend to attend the Shareholders Meeting via video conference shall register with the Company two days prior to the Shareholders Meeting.

Article 6-1 When the Company holds a Shareholders Meeting via video conference, the following items shall be specified in the meeting notice of the Shareholders Meeting:
Methods for shareholders to participate in video conferences and exercise their rights.
The method of dealing with obstacles caused by natural disasters, accidents or other force majeure events to the video conferencing platform or to the participation in the meeting via video conference shall include at least the following items:
- (1) The time when the meeting has to be postponed or resumed due to the occurrence of the foregoing obstacles that cannot be removed, and the date of the meeting to be postponed or resumed.
- (2) Shareholders that have not registered to participate in the original Shareholders Meeting via video conference shall not participate in the postponed or resumed meeting.
- (3) For the hybrid Shareholders Meeting, if the video conference cannot be continued, the Shareholders Meeting shall continue provided that after deducting the number of shares attending the Shareholders Meeting via video conference, the total number of shares in attendance reaches the quorum for the Shareholders Meeting, in which circumstances the number of shares attending the Shareholders Meeting by video conference shall be included in the total number of shares in attendance by shareholders; nevertheless, such shareholders shall be

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deemed to have waived the voting rights on all the proposals to be resolved at the Shareholders Meeting.

  - (4) The method of dealing with the situation where the results of all the proposals have been announced without having proceeded with the extempore motion.

When the Company convenes a Shareholders Meeting via video conference, it shall specify the appropriate alternative measure provided for shareholders that would have difficulty in participating in the video conference.
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 managing directors to chair the meeting. If a managing 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 managing directors or directors shall be elected among the board members to chair the meeting.
Where the managing director or the director is to act on behalf of the chairperson referred to in the preceding paragraph, the managing director or director shall have served the Company for six months or more and understand the Company's finance and business conditions. The same shall apply if the chairperson is the representative of the corporate director.

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

Article 8 The Company shall 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 Act, it shall be reserved until the end of the proceedings.

Article 9 Attendance of the meeting of shareholders shall be calculated in accordance with the shareholdings. The shareholding attendance is based on the attendance registry or the signature cards submitted as well as the number of shares registered for the attendance on the video conferencing platform, plus the votes exercised in writing or by electronic means.

The chairperson shall call the meeting to order at the meeting time. At the same time, the chairperson will announce the relevant information such as the number of non-voting

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rights and the number of shares presented.

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 Paragraph 1, Article 175 of the Company Act; also, shareholders shall be informed regarding the pseudo-resolution with another meeting of shareholders to be convened within one month; If the Shareholders Meeting is held by video conference, shareholders that intend to attend by video conference shall re-register with the Company in accordance with Article 6.

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 chairman may have the pseudoresolution presented again in the next meeting of the shareholders for resolution in accordance with Article 174 of the Company Act.

Article 10 If the meeting of shareholders is convened by the Board, the agenda is scheduled by the Board; and the relevant motions (including questions and motions and amendments to the original motions) shall all be voted by means of case-by-case. Also, the meeting shall 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 chairperson may not have the meeting adjourned at his discretion before the proposals (including questions and 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 Meeting, 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 chairperson 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 chairperson is to determine the order of speakers.

Each shareholder may not speak more than twice on the same motion for 5 minutes each time without the consent of the chairperson. 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 chairperson and the speaking shareholders. The chairperson will have the

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violating shareholders stopped.

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

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

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

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Shareholders Meeting, the results of the shareholders' approval, objection or waiver shall be entered on MOPS.

When there is an amendment or alternative for the same motion, the chairperson 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.

Chairperson is to appoint the scrutineers and counting officers who must be shareholders. Ballot counting shall be held at the meeting place with the ballot counting result announced immediately and records kept.

Article 14 The election of directors held at the meeting of shareholders shall be arranged in accordance with the Company’s election specifications and with the election results announced immediately at the meeting place, including the list of the directors-elect and the number of voting rights won, as well as the list of unselected directors and the number of voting rights obtained.
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 Act, it shall be reserved until the end of the proceedings.
Article 15 The resolutions reached in the meeting of shareholders shall be documented in the minutes of meeting and signed or sealed by the chairman; also, it shall be uploaded to the MOPS within 20 days after the meeting adjournment.

The minutes of meeting shall be prepared in accordance with the year, month, date, place, name of the chairperson, the resolution method, and a summary of the deliberations and the results of the voting (including the statistical weight) to be stated therein. Where the election of directors is proceeded, the ballot weight received by each candidate shall be disclosed, which shall be permanently reserved throughout the duration of the Company. If the Shareholders Meeting is held via video conference, the details as to the start and end time of the meeting, the method of convening the meeting, the name of the chairman and the recorder, and the handling method and handling status thereof when the video conferencing platform or participation in video conferencing is hindered due to natural

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disasters, accidents or other force majeure events, in addition to the matters to be recorded in accordance with the preceding paragraph, shall also be included in the minutes of the Shareholders Meeting

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 and the number of shares attended by shareholders in writing or electronically prepared in the specific format during the meeting of the shareholders commencement date and disclosed in the meeting. If the Shareholders Meeting is held by video conference, the Company shall upload the aforementioned information to the shareholders’ meeting video conference platform at least 30 minutes prior to the commencement of the meeting, the disclosure of which shall continue until the closure of the meeting.

Article 17 The staff responsible for organizing the meeting of shareholders shall wear identification badges or armbands.

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

The chairperson may instruct the disciplinary personnel or security personnel to have shareholders who violate the Rules of Procedure for Shareholder Meeting, 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 chairperson may announce the meeting in recess. The chairperson may rule to have the meeting suspended temporarily under unruly circumstance and have the meeting resume depending on the situation.

The meeting of shareholders may, in accordance with Article 182 of the Company Act, resolve to have the meeting postponed or resumed in five days.

Article 19 If the Shareholders Meeting is held by video conference, the Company shall immediately disclose the voting results of various proposals and election results on the shareholders’ meeting video conference platform in accordance with regulations after the closure of the voting, which closure shall continue at least 15 minutes after the chairperson announces the adjournment of the meeting.

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Article 20 When the Company holds the Shareholders Meeting via video conference, the chairperson and recorder shall be present at the same location within the country, and the chairperson shall announce the address of the meeting venue when the meeting is held.
Article 21 If the Shareholders Meeting is held via video conference, the Company may provide shareholders with a simple connection test prior to the meeting, and provide relevant real time services before the meeting as well as during the meeting so as to assist shareholders in dealing with technical problems in communications.

If the Shareholders Meeting is convened via video conference, the chairperson shall, when calling the meeting to order, separately announce that, except for the circumstances specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies where there shall be no need to postpone or resume the meeting, if the video conferencing platform or participation in the video conference is obstructed which has lasted for 30 or more minutes due to natural disasters, accidents, or other force majeure events, the date of the meeting shall be postponed or resumed within five days thereof prior to announcing the adjournment of the meeting, to which the provisions of Article 182 of the Company Act shall not apply.

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44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of the Shareholders Meeting in accordance with the provisions of Paragraph 2.

Article 22 When the Company holds a Shareholders Meeting via video conference, it shall provide appropriate alternative measures for shareholders that would have difficulties in attending the Shareholders Meeting via video conferencing.
Article 23 The Rules of Procedure for Shareholder Meeting is implemented after the resolution reached in the meeting of shareholders, so is the amendment and revocation.

Resolved in the Annual Meeting of Shareholders on June 20, 1998. Resolved in the Annual Meeting of Shareholders on June 13, 2013. Resolved in the Annual Meeting of Shareholders on June 28, 2019. Resolved in the Annual Meeting of Shareholders on June 30, 2020. Resolved in the Annual Meeting of Shareholders on July 1, 2021. Resolved in the Annual Meeting of Shareholders on May 17, 2022. Resolved in the Annual Meeting of Shareholders on May 15,2023.

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Appendix 4

Shareholdings of Directors

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

Title	Shareholdings	Shareholdings registered in the registryof shareholders	Remarks
Director	120,000,000 shares	166,477,085 shares

Note: The stop transfer date is scheduled on March 26, 2024.

2. Directors shareholding list

Title	Name	Shareholdings registered in the registry of shareholders
Chairman	Hsu Tian Investment Co., Ltd., Representative: Chien-An Shih	165,810,969
Managing director	Kuei-Fong Wang	666,116
Independent managing director	Jin-Yi Lee	0
Independent director	Li-Woon Lim	0
Independent director	Hsin-Chang Tsai	0
Independent director	Pi-Ta Chen	0
Director	Hsu Tian Investment Co., Ltd., Representative: Hsueh-Hsien Liao	165,810,969
Director	Hsu Tian Investment Co., Ltd., Representative: Shih-Yi Chiang	165,810,969
Director	Hsu Tian Investment Co., Ltd., Representative: Ying-Hui Wu	165,810,969

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AI assistant

T.C.C.B. — AGM Information 2024

52197_rns_2024-06-04_7a871161-a909-48ae-8dba-a194c5e51771.pdf

Taichung Commercial Bank Co., Ltd.

The 2024 Annual Meeting of Shareholders Annual Meeting Handbook

Table of Contents

Taichung Commercial Bank Co., Ltd. The 2024 Annual Meeting of Shareholders Agenda

6. Questions and Motions

7. Adjournment

Management Presentation (Company Reports)

Management Presentation (Company Reports) No. 1

2023 Business Report

1. Business results in 2023

(5) Financial income and expenditure, and profitability analysis

(2) Expected Operational Goals

4. Future development strategy

6. Vision

Management Presentation (Company Reports) No. 2

Taichung Commercial Bank Co., Ltd.

Audit Committee’s Review Report

Chairman of Audit Committee

Communication status for Audit Committee, internal audit officers and CPAs

Management Presentation (Company Reports) No. 3

Report on the 2023 distribution of remuneration to employees and directors

Explanation:

Management Presentation (Company Reports) No. 4

Report on the construction progress of the new headquarter building and the implementation status of the financial budget. Explanation:

Management Presentation (Company Reports) No. 5

Report on the amendments of the Rules of Procedure for Board of Directors Meetings of the Company

Explanation:

The comparison table of the amendments for Rules of Procedure for Board of Directors Meetings of Taichung Commercial Bank Co., Ltd.

Rules of Procedure for Board of Directors Meetings of

Taichung Commercial Bank Co., Ltd.

Proposals

Proposals No. 1

Proposals No. 2

Proposal: The 2023 Earnings Distribution Statement Proposal is presented for adoption.

Explanation:

Resolutions:

Taichung Commercial Bank Co., Ltd.

Earnings Distribution Statement

2023

Discussions

Discussions No. 1

Resolutions:

Discussions No. 2

Proposal: Amendments to Articles of Incorporation of the Company, please proceed to discuss.

Explanation:

Resolutions:

The Comparison table of the amendments for Articles of

Incorporation of Taichung Commercial Bank Co., Limited (Draft)

Articles of Incorporation of

Taichung Commercial Bank Co., Limited (Draft)

Chapter Three Business Operations

1. Business report.

2. Financial statements.

3. Proposals on distribution of surplus or on the offset of loss.

Discussions No. 3

Proposal: Amendments to Regulations Governing Election of Directors of the Company, please proceed to discuss.

Explanation

Resolutions:

The Comparison table of the amendments for Regulations Governing Election of Directors of the Company

to fill the vacancies.

Discussions No. 4

Proposal: Amendment to Rules of Procedure for Shareholders Meetings of the Company, please proceed to discuss. Explanation:

The comparison table of the amendments and the amended provisions for Rules of Procedure for Shareholders Meetings

Rules of Procedure for Shareholder Meeting (Draft)

Discussions No. 5

Explanation:

Resolutions:

The Comparison table of the amendments for “Taichung Commercial Bank’s Procedure for Acquisition or Disposal of Assets

Existing clauses

Clauses after the amendment

Existing clauses

Remark

Existing clauses

Existing clauses

Procedure for Acquisition or Disposal of Assets of Taichung Commercial Bank(Draft)

Chapter One General Provisions

Article 4

T.C.C.B. AGM Information 2024